Not independent
Tenure on this board
8.6 yrs
3 nominees · 3 ballot items.
Three proposals: election of Class III director nominees (three directors) to the Board, an advisory 'Say on Pay' vote to approve the Company’s executive compensation, and ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Elect the Class III director nominees (Seth A. Ravin, Steven Capelli and Jay Snyder) to the Board to serve until the 2029 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 (the 'Say on Pay' advisory vote).
This advisory 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 Statement. Management is seeking this advisory approval to demonstrate stockholder support for its pay practices, which emphasize a mix of base salary, quarterly cash incentives tied to updated operational and financial metrics, and long-term equity awards (PSUs, RSUs and stock options) designed to align executive interests with long‑term stockholder value. The disclosure explains the Compensation Committee’s use of an independent consultant, a peer group benchmarking process, and a 2025 Cash Bonus Plan that weights financial metrics (net new invoicing, operating expenses, adjusted EBITDA, cash collections) and client satisfaction metrics. The 2025 LTI plan emphasizes performance-based PSUs tied to total revenue and adjusted EBITDA, with vesting subject to continued service, and includes caps and change-in-control and clawback features. Management notes the prior year Say on Pay approval (86.2% in 2025) and describes adjustments made to address shareholder feedback (e.g., avoiding similar retention-based awards in 2025). The Board recommends FOR because it believes the program appropriately balances short-term and long-term incentives, uses independent advice and governance safeguards (clawback policy, Compensation Committee oversight), and ties pay to measurable company performance while also addressing retention. The vote is advisory and non-binding, but the Board and Compensation Committee state they will consider the result and stockholder feedback when making future compensation decisions. Given the company’s use of non-GAAP measures (Adjusted EBITDA) in performance metrics and a classified Board structure, the proposal’s passage would indicate continued stockholder endorsement of current governance and pay alignment; a significant negative vote would prompt the Board and Compensation Committee to evaluate potential changes. Overall, the proposal presents a standard Say-on-Pay request with a detailed rationale and governance safeguards aimed at aligning executive rewards with operational and financial outcomes.
Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ADAMS STREET PARTNERS LLC | 25.5% | 23,565,433 | $77M |
| 2 | Conifer Management, L.L.C. | 6.4% | 5,913,199 | $19M |
| 3 | BROOKTREE CAPITAL MANAGEMENT | 4.3% | 3,958,685 | $13M |
| 4 | ACADIAN ASSET MANAGEMENT LLC | 3.0% | 2,731,596 | $9M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.9% | 2,656,155 | $9M |
| 6 | IMMERSION CORP | 2.3% | 2,093,079 | $7M |
| 7 | Mink Brook Asset Management LLC | 2.1% | 1,919,830 | $6M |
| 8 | Pacific Ridge Capital Partners, LLC | 2.1% | 1,913,524 | $6M |
| 9 | BlackRock, Inc. | 2.0% | 1,812,214 | $6M |
| 10 | Samjo Management, LLC | 1.8% | 1,651,350 | $5M |
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