Not independent
Tenure on this board
2.1 yrs
2 nominees · 3 ballot items.
Elect two Class II directors (Najat Khan and Franziska Michor); advisory (non-binding) vote to approve Named Executive Officer compensation (Say-on-Pay); and ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026 — all recommended “FOR” by the Board.
Elect two Class II directors—Najat Khan and Franziska Michor—to serve three-year terms expiring in 2029.
Non-binding advisory vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis, compensation tables and related narrative in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy (the Say-on-Pay). Management and the Compensation Committee seek this advisory approval to validate their compensation framework, which they describe as pay-for-performance and heavily weighted toward long-term equity (previously a mix of RSUs and options, with a 2026 shift to RSUs only). The proxy discloses detailed short-term incentive targets (25% of salary), an 80% payout for 2025 based on specific operational objectives, substantial long-term equity awards for executives (including special awards to the incoming CEO upon appointment), and protections such as clawback and change-in-control severance benefits. The Board frames the proposal as an endorsement of compensation policies intended to recruit, retain and motivate executives while aligning their interests with stockholders and market peers; the Compensation Committee relied on an independent consultant and a peer group in setting awards. The vote is advisory only and non-binding, but the Board will consider the outcome when making future compensation decisions; prior Say-on-Pay support (approximately 98% in 2025) is cited as evidence of strong stockholder alignment. From a risk/governance perspective, the program emphasizes long-term equity, has active committee oversight, and adopted changes in 2026 to reduce dilution (RSUs only), though large equity grants and change-in-control protections may raise governance questions for some investors. For analysts, the vote signals whether investors accept management’s stated pay-for-performance approach, and a strong affirmative vote would reduce governance activism risk while a weak vote could prompt material changes to compensation design or additional shareholder engagement.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARK Investment Management LLC | 7.59% | 40,212,769 | $123M |
| 2 | STATE STREET CORP | 5.38% | 28,490,638 | $87M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.29% | 22,759,100 | $70M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.20% | 22,244,387 | $68M |
| 5 | BlackRock, Inc. | 3.76% | 19,924,512 | $61M |
| 6 | BAILLIE GIFFORD CO | 3.53% | 18,727,368 | $57M |
| 7 | BlackRock, Inc. | 2.93% | 15,551,830 | $48M |
| 8 | SOFTBANK GROUP CORP. | 2.57% | 13,636,515 | $42M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.98% | 10,498,190 | $32M |
| 10 | MIC Capital Management UK LLP | 1.82% | 9,644,032 | $30M |
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