Not independent
Tenure on this board
2.8 yrs
9 nominees · 3 ballot items.
Elect nine directors to the Board; approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers (Say on Pay); and ratify BDO USA, P.C. as the Company’s independent registered public accounting firm for 2026.
Election of nine directors to serve until the 2027 Annual Meeting of Stockholders.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the Proxy Statement.
This advisory Say on Pay proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy, including salary, cash bonuses, and significant equity awards (time-based RSUs and performance-based PSUs) granted in 2025. Management is seeking shareholder approval to affirm its executive pay philosophy and practices — namely, a mix of base salary, annual incentive cash awards, and long-term equity tied to multi-year stock price performance and service-based vesting — and to obtain feedback that the Compensation Committee will consider in setting future pay. The Company emphasizes that the vote is advisory and non-binding, but the Compensation Committee intends to take the voting results into account when reviewing and designing future compensation arrangements. Company disclosures show large one-time equity grants to certain executives (for example, material RSU and PSU grants to the CEO and other NEOs) and contractual severance protections; these features highlight the governance trade-offs between retention/incentives and potential dilution or concentrated pay outcomes. The Compensation Committee engaged an independent consultant and adopted formal equity granting and director compensation policies, which management cites as governance measures to align pay with performance and timing practices. Opposing investors could focus on the scale of equity awards, the use of performance metrics tied primarily to stock price hurdles, and the advisory nature of the vote that leaves ultimate discretion with the Board. The Board’s recommendation in favor indicates confidence that the program aligns management’s interests with long-term shareholder value while providing retention during a period of strategic transition and refinancing. Given the advisory nature of the vote, the key practical effect is reputational and informative: a negative result would likely prompt the Compensation Committee to re-evaluate program features and enhance shareholder engagement; a positive result reinforces management’s current approach.
Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Stone House Capital Management, LLC | 18.4% | 7,104,346 | $50M |
| 2 | Nantahala Capital Management, LLC | 8.5% | 3,272,845 | $23M |
| 3 | CITIGROUP INC | 4.4% | 1,704,045 | $12M |
| 4 | Union Square Park Capital Management, LLC | 3.7% | 1,432,821 | $10M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.9% | 714,867 | $5M |
| 6 | MILLENNIUM MANAGEMENT LLC | 0.9% | 350,058 | $2M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.6% | 224,492 | $2M |
| 8 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.6% | 218,996 | $2M |
| 9 | DEUTSCHE BANK AG\ | 0.5% | 181,819 | $1M |
| 10 | NORTHERN TRUST CORP | 0.4% | 150,735 | $1M |
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