Not independent
Tenure on this board
2.0 yrs
10 nominees · 3 ballot items.
Stockholders will vote to elect 10 directors, to approve on an advisory basis the compensation of the Company’s Named Executive Officers (Say-on-Pay), and to ratify KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Elect ten nominated directors to serve one-year terms until the 2027 annual meeting and until their successors are elected and qualified.
Advisory approval of the compensation paid to the Company’s Named Executive Officers as disclosed in the Proxy Statement.
This advisory proposal asks stockholders to approve the Company’s 2025 executive compensation disclosures and the compensation paid to its Named Executive Officers (NEOs). Management is seeking shareholder approval to affirm its compensation design, which the Compensation Committee describes as pay-for-performance, combining base salary, an annual cash incentive tied primarily to revenue and adjusted EBITDA, and long-term equity awards including time-based RSUs, stock options and performance-based TSR PSUs measured relative to a health-sector peer set. The Compensation Committee emphasizes that a substantial portion of senior executives’ pay is performance contingent—through adjusted EBITDA- and revenue-weighted annual bonuses and multi-year TSR-based PSUs—intended to align management incentives with long-term stockholder value. The proxy highlights the Company’s 2025 financial results (revenue of $2.73 billion, adjusted EBITDA of $597 million) and explains that compensation changes in 2025 and 2026 were made to better align pay with market practices and to support retention and continuity in leadership. Management notes prior strong shareholder support for executive pay (over 90% in 2024 and over 94% in 2023) and indicates the Compensation Committee will consider the advisory vote when setting future compensation. The vote is non-binding—approval will not retroactively change awards—but a negative result could trigger substantive engagement, program changes, or Board/Compensation Committee adjustments. The Board frames the Say-on-Pay as an important governance feedback mechanism and recommends annual advisory votes, reflecting their intent to maintain responsiveness to investor views while preserving flexibility to design incentive arrangements tailored to company strategy and market conditions.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.0% | 7,474,407 | $123M |
| 2 | FMR LLC | 9.6% | 6,525,859 | $107M |
| 3 | T. Rowe Price Investment Management, Inc. | 8.3% | 5,629,965 | $93M |
| 4 | Newtyn Management, LLC | 6.7% | 4,558,472 | $75M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.9% | 4,031,768 | $66M |
| 6 | Rubric Capital Management LP | 4.8% | 3,306,281 | $54M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 3,052,710 | $50M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 4.3% | 2,946,757 | $48M |
| 9 | AMERICAN CENTURY COMPANIES INC | 4.2% | 2,856,132 | $47M |
| 10 | STATE STREET CORP | 4.1% | 2,786,621 | $46M |
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