Independent
Tenure on this board
6.3 yrs
9 nominees · 3 ballot items.
Election of nine directors; Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026; Non-binding advisory approval of named executive officer compensation (Say-on-Pay).
Election of nine director nominees named in the proxy statement to serve until the 2027 annual meeting.
Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This proposal requests an advisory, non-binding endorsement of the Company’s executive compensation policies and payouts for the named executive officers for 2025 as disclosed in the proxy statement. Management seeks shareholder approval to demonstrate alignment with shareholders and to continue its pay-for-performance framework which emphasizes variable compensation, PSUs, RSUs and annual bonuses tied to revenue and adjusted EBITDA metrics; the Compensation Committee used peer benchmarking, engagement with large stockholders and retained an independent compensation consultant in setting targets. The advisory vote does not bind the Board or alter fiduciary duties but the Board and Compensation Committee will consider the vote outcome in future compensation decisions; historically, the 2025 say-on-pay received ~99% support. The Board recommends a vote FOR, arguing that their compensation program balances short- and long-term incentives, includes robust governance features (clawback policy, stock ownership guidelines, no hedging), and uses conservative severance structures. The potential shareholder argument against may center on pay quantum, or specific large grants (e.g., strategic achievement award to CEO), but management contends those were justified by performance, retention needs and market alignment. The vote serves as an important signal to the Compensation Committee and the Board on investor sentiment regarding executive pay and will be considered in subsequent compensation determinations.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JPMORGAN CHASE CO | 29.53% | 52,021,211 | $108M |
| 2 | Neuberger Berman Group LLC | 9.86% | 17,361,988 | $33M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 3.50% | 6,157,404 | $13M |
| 4 | ROYCE ASSOCIATES LP | 2.77% | 4,879,741 | $10M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.39% | 4,216,459 | $9M |
| 6 | BlackRock, Inc. | 2.05% | 3,610,514 | $8M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.89% | 3,335,665 | $7M |
| 8 | BlackRock, Inc. | 1.36% | 2,392,691 | $5M |
| 9 | Connor, Clark Lunn Investment Management Ltd. | 1.19% | 2,089,722 | $4M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.18% | 2,082,443 | $4M |
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