Independent
Tenure on this board
5.6 yrs
Also a director at
Cushman & Wakefield Ltd (CWK)
8 nominees · 3 ballot items.
Elect eight directors; ratify Deloitte & Touche LLP as independent auditors for 2026; and approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
Elect eight directors (Susan Daimler, Shelagh Glaser, Amar K. Goel, Rajeev K. Goel, Anton Hanebrink, Ramon Jones, Nick Mehta, and Jacob Shulman) to serve until the 2027 annual meeting.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) 'say-on-pay' vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (CD&A, tables, and narrative).
This advisory proposal asks stockholders to endorse the Company’s executive compensation disclosure and the compensation program for its named executive officers as presented in the proxy statement. Management frames the vote as non-binding but informative; the Compensation Committee will evaluate significant negative votes and consider responsive actions. The Company’s compensation philosophy emphasizes pay-for-performance, with a large majority of target compensation variable for executives (approximately 91% for the CEO and 84% for other NEOs in 2025), use of independent benchmarking and an external consultant (Frederic W. Cook & Company), and a mix of time-based RSUs and stock options to align long-term interests with shareholders. Short-term incentives are formulaic and tied to semi-annual revenue targets and adjusted pre-tax net income modifiers, while long-term equity awards vest over four years. The proxy highlights recent design choices—including a more than 20% reduction in aggregate equity awarded to NEOs since 2023 and positive pay governance practices such as clawbacks, no repricing, no uncapped incentives, and independent committee oversight—intended to strengthen alignment with shareholders. The Board also cites the strong prior support for its say-on-pay proposal (approximately 95% in 2025) as evidence of stockholder endorsement. Because the vote is advisory, it cannot compel change, but a material vote against would trigger review by the Compensation Committee and could lead to adjustments in compensation design or disclosure. The Board recommends a FOR vote, stating that the program balances retention and performance incentives while incorporating governance safeguards and market benchmarking.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Graham Holdings Co | 7.32% | 3,398,904 | $28M |
| 2 | CenterBook Partners LP | 3.75% | 1,742,100 | $14M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.47% | 1,613,769 | $13M |
| 4 | ACADIAN ASSET MANAGEMENT LLC | 3.39% | 1,576,540 | $13M |
| 5 | RENAISSANCE TECHNOLOGIES LLC | 3.32% | 1,540,533 | $13M |
| 6 | BlackRock, Inc. | 2.87% | 1,333,475 | $11M |
| 7 | BlackRock, Inc. | 2.71% | 1,258,733 | $10M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.51% | 1,167,749 | $10M |
| 9 | JACOBS LEVY EQUITY MANAGEMENT, INC | 2.01% | 932,213 | $8M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.76% | 818,326 | $7M |
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