Independent
Tenure on this board
9.2 yrs
Also a director at
Bumble Inc (BMBL)
7 nominees · 3 ballot items.
Elect seven directors; ratify Ernst & Young LLP as independent registered public accounting firm for 2026; advisory (non-binding) vote to approve the compensation of the named executive officers (Say-on-Pay).
Elect seven directors to hold office for one-year terms until the 2027 annual meeting or until their successors are elected and qualified.
Ratify the appointment of Ernst & Young LLP as Q2's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory (Say-on-Pay) vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
This is a non-binding, advisory 'Say-on-Pay' proposal asking stockholders to approve the overall compensation program for Q2's named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to affirm its pay-for-performance approach—where a substantial portion of NEO compensation is at risk and tied to short-term (bookings and adjusted EBITDA) and long-term (PSUs linked to adjusted EBITDA margin and relative TSR, and time-based RSUs) performance metrics—to demonstrate alignment with stockholder interests and to validate the compensation committee’s design choices. The proposal is advisory only and will not be binding on the board, but the compensation committee will consider the outcome when setting future compensation. The proxy statement emphasizes multi-year performance measures, clawback provisions, stock ownership guidelines, and a mix of cash and equity incentives to balance retention and performance. The filing highlights that the company’s 2025 programs delivered strong payouts tied to performance (e.g., formulaic cash bonuses and PSU structures) and notes prior stockholder support for pay practices. Management frames the program as reasonable and competitive, designed to attract and retain executives while aligning incentives with profitable growth and shareholder value creation. The board unanimously recommends a 'FOR' vote, stating that the program is effective and aligned with long-term stockholder interests, and commits to considering stockholder feedback from the advisory vote in future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.2% | 7,038,167 | $333M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.8% | 4,858,839 | $230M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 2,700,262 | $128M |
| 4 | STATE STREET CORP | 4.0% | 2,495,836 | $118M |
| 5 | BlackRock, Inc. | 3.1% | 1,969,408 | $93M |
| 6 | Conestoga Capital Advisors, LLC | 2.8% | 1,782,715 | $84M |
| 7 | TREMBLANT CAPITAL GROUP | 2.7% | 1,702,976 | $81M |
| 8 | Capital Research Global Investors | 2.6% | 1,620,408 | $77M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 1,267,432 | $60M |
| 10 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 2.0% | 1,230,840 | $58M |
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