Independent
Tenure on this board
9.9 yrs
11 nominees · 3 ballot items.
Election of eleven directors; ratification of KPMG LLP as independent registered public accounting firm for fiscal 2026; and an advisory (non-binding) vote to approve named executive officer compensation (say-on-pay).
Elect eleven (11) director nominees to hold office until the 2027 Annual Meeting.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This management proposal requests a non-binding advisory vote approving the Company’s named executive officers’ compensation as disclosed in the proxy statement, a regulatory requirement under the Dodd-Frank Act and SEC rules that enables stockholders to express their views on executive pay. Management seeks approval to confirm stockholder support for its compensation philosophy, which it describes as pay-for-performance and designed to align executive interests with long-term shareholder value through a mix of annual cash bonuses and long-term equity incentives. For 2025, target pay was heavily performance-based (approximately 95% for the CEO and ~91% on average for other NEOs) and the long-term program used a 50% PSU / 50% RSU split, with PSUs tied to Adjusted EBITDA and ARR/Net ARR metrics and annual bonuses equally weighted between ARR and Non-GAAP Operating Income. The Company achieved its profitability-related targets (Non-GAAP Operating Income and Adjusted EBITDA) but missed ARR-related thresholds, producing a 50% payout on the annual bonus (50% of target) and 50% of PSUs earned (Adjusted EBITDA achieved, ARR/Net ARR not met), subject to continued service-based vesting. The Compensation Committee frames the design as balancing durable growth and disciplined profitability, using peer benchmarking, independent consultants, clawback policy and double-trigger change-in-control protections to mitigate risk and align incentives. The Board recommends a “FOR” vote, citing alignment with stockholder interests, the predominance of performance-based pay, and ongoing stockholder engagement (including prior high advisory approval levels). While advisory and non-binding, the vote provides governance feedback that the Board and Compensation Committee will consider in future compensation determinations; investors should weigh the program’s strong performance linkage against the year’s mixed metric outcomes and the outsized impact of equity valuation volatility on reported CEO pay metrics.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JANA Partners Management, LP | 10.1% | 6,743,653 | $37M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.7% | 5,164,572 | $28M |
| 3 | BlackRock, Inc. | 4.9% | 3,262,064 | $18M |
| 4 | UBS Group AG | 4.4% | 2,909,819 | $16M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 2,676,030 | $15M |
| 6 | TWO SIGMA INVESTMENTS, LP | 3.3% | 2,233,928 | $12M |
| 7 | STATE STREET CORP | 3.2% | 2,112,058 | $12M |
| 8 | BlackRock, Inc. | 2.6% | 1,768,460 | $10M |
| 9 | ACADIAN ASSET MANAGEMENT LLC | 2.6% | 1,766,468 | $10M |
| 10 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 2.1% | 1,390,406 | $8M |
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