Independent
Tenure on this board
4.6 yrs
Also a director at
Sonos Inc (SONO)Peloton Interactive Inc (PTON)Coreweave Inc (CRWV)
2 nominees · 3 ballot items.
Elect two Class II directors (Karen Boone and Aidan Gomez), ratify KPMG LLP as the independent registered public accounting firm for 2026, and approve on an advisory (non-binding) basis the 2025 compensation of the named executive officers (say-on-pay).
Elect Karen Boone and Aidan Gomez as Class II Directors to serve until the 2029 Annual Meeting of Stockholders.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers for 2025 as disclosed in the Compensation Discussion and Analysis and related tables.
This management proposal requests a non-binding advisory vote (a ‘‘say-on-pay’’) to approve the Company’s overall 2025 named executive officer compensation as disclosed in the proxy statement. Management frames the proposal as an opportunity for stockholders to express their views on the alignment of pay with performance and the Company’s compensation philosophy; the Board and the Compensation Committee recommend FOR approval because they view the program as a successful incentive structure that drove achievement of key operational and financial goals in 2025. The disclosed program emphasizes equity-based long‑term incentives and performance-based awards (including PSUs for the CEO tied to R2 delivery milestones and a large, at‑risk 2025 CEO Award with stock price and financial hurdles), as well as annual bonuses tied to companywide metrics (deliveries, gross profit, free cash flow and R2 readiness). The Company notes 2025 operational improvements — including positive gross profit and strengthened free cash flow metrics — and says the Compensation Committee certified overall achievement at 91% of target, leading to awards paid in fully vested RSUs. Key governance features cited include independent committee oversight, use of an independent compensation consultant, a clawback policy, and an annual say-on-pay vote; the CEO’s 2025 award is intended to replace an earlier, largely unattainable award and is structured to be entirely at-risk with multi-year vesting tied to significant stock price and financial performance goals. Critically, the CEO award contains challenging stock-price hurdles and multi-year financial targets intended to align long-term shareholder value creation with CEO retention, but also results in very large potential upside for the CEO if fully achieved — a point that investors typically scrutinize for dilution, goal calibration, and pay‑for‑performance balance. The Board’s recommendation emphasizes that the Compensation Committee designed the awards to retain leadership through the R2 launch and to motivate disciplined cash generation and profitability while mitigating undue risk via multi-year vesting, performance conditions, and clawback provisions. In assessing this proposal, sophisticated analysts should weigh the rigor of performance metrics, the likelihood of goal attainment given the Company’s scale and strategy, the dilution and potential value transfer embedded in large option grants, and the governance safeguards described by management; the advisory vote provides shareholders a mechanism to express support or concerns but is non-binding, with the Compensation Committee stating it will consider the vote outcome when making future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AMAZON COM INC | 12.6% | 158,363,834 | $2.4B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.2% | 40,259,422 | $606M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.9% | 36,085,183 | $543M |
| 4 | BAILLIE GIFFORD CO | 2.0% | 25,470,244 | $383M |
| 5 | BlackRock, Inc. | 1.7% | 21,153,808 | $318M |
| 6 | STATE STREET CORP | 1.6% | 20,595,669 | $310M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.0% | 13,095,065 | $196M |
| 8 | BlackRock, Inc. | 1.0% | 12,222,030 | $184M |
| 9 | Capital World Investors | 0.9% | 10,952,229 | $165M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 0.9% | 10,917,096 | $164M |
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