Independent
Tenure on this board
0.7 yrs
2 nominees · 4 ballot items.
Election of two Class I directors; Ratification of Deloitte & Touche LLP as independent auditors for 2026; Advisory (non-binding) approval of Named Executive Officers’ compensation (Say on Pay); Advisory (non-binding) vote on frequency of future Say on Pay votes (one, two, or three years).
Elect two Class I directors, Scott Hilton and Ann Mather, each to serve a three-year term.
Ratify selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
The Audit Committee has appointed Deloitte & Touche LLP as Pattern’s independent registered public accounting firm for the 2026 fiscal year and is seeking shareholder ratification as a matter of good corporate practice. The proposal asks shareholders to ratify that appointment; management recommends a vote FOR, citing Deloitte’s prior service since 2021 and the Audit Committee’s conclusion that Deloitte’s provision of audit and permitted non-audit services is compatible with auditor independence. The filing discloses audit, tax and other fees paid to Deloitte in 2024 and 2025, including significant audit fees related to the 2025 IPO. The proposal is routine in nature and requires a majority of votes properly cast for approval; if not ratified, the Audit Committee would reconsider Deloitte’s retention. The Board/committee frames the ratification as a standard governance practice and reserves the right to change auditors if deemed prudent.
Non-binding advisory approval of the compensation paid to the company’s Named Executive Officers as disclosed in the proxy statement.
This advisory proposal requests that shareholders approve the company’s executive compensation as disclosed in the proxy statement (the 'Say on Pay' vote). Management seeks a non-binding endorsement of overall NEO compensation, citing their Compensation Discussion and Analysis and the structures used (base salaries, RSUs, discretionary bonuses, and severance arrangements implemented post-IPO). The Board recommends a FOR vote and indicates it will consider the advisory outcome in future compensation decisions. The proposal is non-binding and requires a majority of votes properly cast; it serves as feedback to the Compensation Committee regarding pay practices, including large equity awards and cancellation of certain milestone RSUs. Given recent IPO-related grants, shareholders’ advisory feedback may influence future executive compensation design and disclosures.
Non-binding advisory vote to advise the Board how frequently to hold future advisory 'Say on Pay' votes (every one, two, or three years).
This non-binding proposal asks shareholders to indicate their preferred frequency—one, two, or three years—for holding advisory 'Say on Pay' votes. Management recommends 'EVERY YEAR,' arguing annual votes allow shareholders to provide timely feedback on executive compensation and align governance responsiveness. The selection that receives the plurality of properly cast votes will be considered the stockholder preference but is not binding on the Board. The proposal provides context that the Board will consider the outcome but is not required to follow it; it’s a routine governance advisory item driven by Dodd-Frank requirements.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Knox Lane LP | 15.93% | 28,176,542 | $325M |
| 2 | Alyeska Investment Group, L.P. | 1.54% | 2,721,091 | $34M |
| 3 | WASATCH ADVISORS LP | 1.38% | 2,442,394 | $30M |
| 4 | Allspring Global Investments Holdings, LLC | 1.19% | 2,100,732 | $26M |
| 5 | Capital World Investors | 0.99% | 1,750,000 | $22M |
| 6 | LOOMIS SAYLES CO L P | 0.94% | 1,657,233 | $21M |
| 7 | WESTFIELD CAPITAL MANAGEMENT CO LP | 0.66% | 1,172,891 | $15M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 0.56% | 983,008 | $12M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.47% | 839,048 | $10M |
| 10 | LORD, ABBETT CO. LLC | 0.34% | 599,061 | $7M |
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