Not independent
Tenure on this board
7.7 yrs
5 nominees · 3 ballot items.
Stockholders will vote to elect five directors to one-year terms, ratify Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026, hold a non-binding advisory 'Say on Pay' to approve named executive officers’ compensation as disclosed in the proxy, and transact any other properly presented business.
Elect five directors to serve one-year terms until the 2027 Annual Meeting or until their successors are elected and qualified.
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory approval of the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including the narrative, compensation tables, and related disclosures. Management seeks this non-binding vote to obtain shareholder input on pay practices and to demonstrate alignment of executive pay with company strategy and performance; the Compensation Committee will consider the vote’s outcome when setting future pay. The proxy disclosures show significant equity-based compensation (multiple RSU grants, including performance-vesting RSUs awarded in January 2026 tied to revenue and adjusted EBITDA margin targets) and discretionary cash bonuses paid in 2025, creating a mix of short- and long-term incentives intended to retain executives and align interests with stockholders. Because the vote is advisory, it will not compel immediate changes, but a negative or weak shareholder vote could prompt the Compensation Committee and Board to reassess pay structure, incentive metrics, or disclosure practices. The Board’s unanimous FOR recommendation reflects its view that the disclosed programs appropriately reward performance and support retention and alignment, and management emphasizes that the Compensation Committee periodically reviews compensation policies and risk. The proposal should be evaluated in the context of the Company’s recent pay-versus-performance disclosure, which shows increases in “compensation actually paid” alongside strong TSR and net income changes over the covered years, and the existence of a Clawback Policy and performance-based vesting conditions for certain awards. Investors considering the proposal may weigh the level and mix of pay (large RSU grants and bonuses), the presence of performance targets for some awards, and governance safeguards against excessive risk or misalignment. In short, the Say on Pay asks shareholders to endorse the current disclosed executive compensation framework; management frames it as consistent with shareholder interests and governance best practices, while shareholders dissatisfied with pay outcomes can use the advisory vote and subsequent engagement to press for changes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WASATCH ADVISORS LP | 6.5% | 911,636 | $32M |
| 2 | ASHFORD CAPITAL MANAGEMENT INC | 4.9% | 686,816 | $24M |
| 3 | Ophir Asset Management Pty Ltd | 4.8% | 670,422 | $23M |
| 4 | Trigran Investments, Inc. | 4.3% | 606,156 | $21M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 512,005 | $18M |
| 6 | BlackRock, Inc. | 3.0% | 427,306 | $15M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.4% | 345,261 | $12M |
| 8 | BlackRock, Inc. | 2.2% | 312,110 | $11M |
| 9 | STATE STREET CORP | 2.2% | 306,241 | $11M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 260,362 | $9M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.