Independent
Tenure on this board
2.5 yrs
Also a director at
Ziff Davis Inc (ZD)
9 nominees · 4 ballot items.
Election of nine directors; advisory (non-binding) vote to approve executive compensation; approval of the amended and restated Stock Incentive Plan (requesting additional shares and extension); ratification of PricewaterhouseCoopers LLP as independent auditors for 2026.
Elect nine directors named in the proxy statement to hold office until the next annual meeting and until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
The proposal requests an advisory (non-binding) approval of the Company’s executive compensation programs as disclosed in the proxy statement, including the CD&A and compensation tables. Management is seeking approval to demonstrate stockholder support for its pay-for-performance philosophy — which relies heavily on performance-based equity (performance shares tied to three-year relative ROIC and TSR) and formulaic annual bonuses tied to revenue and net income goals. The Compensation Committee uses an independent consultant, maintains clawback and no-hedging policies, and sets minimum ownership and vesting requirements; these governance features are highlighted to justify the Board’s recommendation. The outcome is considered by the Board for future compensation decisions despite being non-binding. The company notes prior strong stockholder support (97.8% in 2025) and emphasizes alignment between pay and company performance, citing recent adjustments to targets and pay opportunity to reflect market conditions; the Board recommends a vote FOR because it believes current practices retain and incentivize management while protecting stockholder interests.
Approve the amended and restated Stock Incentive Plan: extend plan term through 2036; authorize 4,500,000 shares for issuance; make various technical updates including expressing non-employee director annual limits in dollars.
This management proposal asks shareholders to approve an amended and restated version of the Company’s Stock Incentive Plan. Specifically, management seeks authority to extend the plan’s term through 2036 and to authorize up to 4.5 million shares (a reduction from the prior 5.0 million authorization) available for issuance under the plan. The proposal also updates technical terms (e.g., expressing annual non-employee director limits in dollars at $600,000) and maintains conservative governance features: performance-based awards for executives, a fixed share reserve (not evergreen), a one-year minimum vesting requirement, prohibition on repricing, and limits on per-participant awards. Management frames this request as necessary to meet projected equity needs for retention and incentive programs over the next three to five years while minimizing dilution — providing metrics for burn rate, dilution and overhang to justify the requested share reserve. The board recommends FOR, citing the plan’s alignment with pay-for-performance, preservation of shareholder value through oversight and limits, and the historical use of equity as essential in a people-intensive business. The proxy includes the full amended plan as Appendix B and extensive disclosure regarding plan mechanics, anti-dilution adjustments, and tax consequences. The company also commits not to grant approximately 453,020 shares available as of March 31, 2026 before shareholder approval.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.12% | 8,309,482 | $211M |
| 2 | Orbis Allan Gray Ltd | 7.37% | 7,541,327 | $192M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 6.16% | 6,302,327 | $160M |
| 4 | PZENA INVESTMENT MANAGEMENT LLC | 5.83% | 5,966,734 | $152M |
| 5 | Capital World Investors | 5.75% | 5,885,750 | $149M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.22% | 5,342,047 | $136M |
| 7 | STATE STREET CORP | 4.51% | 4,615,696 | $117M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 4.30% | 4,395,798 | $112M |
| 9 | ALLIANCEBERNSTEIN L.P. | 3.72% | 3,808,693 | $103M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.33% | 3,402,947 | $86M |
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