Independent
Tenure on this board
1.7 yrs
3 nominees · 3 ballot items.
Elect three Class II directors (Douglas V. Brandely, Wendy M. Masiello and Stefan Weingartner) to serve until 2029; ratify PricewaterhouseCoopers LLP (United States) as the independent registered public accounting firm for fiscal 2026; and approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.
Elect Douglas V. Brandely, Wendy M. Masiello and Stefan Weingartner as Class II directors to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
Ratify the appointment of PricewaterhouseCoopers LLP, United States 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 as disclosed in the proxy statement, including the Compensation Discussion & Analysis and related tables and narrative.
This advisory proposal asks stockholders to approve, on a non-binding basis, the overall compensation of the Company’s named executive officers as disclosed in the proxy statement, reflecting the Company’s pay philosophy, plan design and outcomes for 2025. Management is seeking shareholder approval to confirm that its mix of base salary, annual cash incentives tied to revenue, Management EBITDA and operating cash flow, and equity-based awards (stock options and RSUs) is aligned with stockholder interests. The context includes the Company’s recent transition to a public company following its 2024 IPO, an emphasis in 2025 on time-vested equity to support retention and alignment in the early public-company period, use of Korn Ferry as an independent compensation consultant, and specific target award opportunities and performance metric weightings. The proposal is advisory and non-binding, but the Compensation Committee and Board state they will consider the voting outcome when making future decisions. Management argues the program rewarded performance in 2025 (payouts at 90% of target due to near-target achievement on revenue, Management EBITDA and operating cash flow), emphasized retention through multi-year vesting, and incorporated governance safeguards such as clawback and stock ownership guidelines. Opposing or skeptical investors could point to high CEO pay levels, generous equity award multiples (notably a 500% target equity award opportunity for the CEO), significant one-time or special benefits disclosed (e.g., security services for the CEO), and the presence of a controlling private-equity stockholder with substantial board influence, which together raise questions about pay-for-performance balance and governance dynamics. The Board’s recommendation to vote FOR is grounded in its view that compensation programs are appropriately structured to attract and retain executive talent, align with long-term value creation, and reflect market competitiveness; the Board also emphasizes ongoing engagement and responsiveness to stockholder feedback. In evaluating the proposal, an analyst should weigh the program design and disclosed performance outcomes against absolute pay levels, equity dilution, the company’s capital structure and ownership concentration, and the non-binding nature of the vote when forecasting future governance responses and potential investor activism.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Carlyle Group Inc. | 25.44% | 84,587,035 | $2.2B |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 11.48% | 38,157,608 | $986M |
| 3 | Allspring Global Investments Holdings, LLC | 4.48% | 14,908,404 | $391M |
| 4 | T. Rowe Price Investment Management, Inc. | 4.01% | 13,345,996 | $345M |
| 5 | STATE STREET CORP | 3.81% | 12,674,968 | $327M |
| 6 | BlackRock, Inc. | 3.77% | 12,526,062 | $324M |
| 7 | JANUS HENDERSON GROUP PLC | 3.38% | 11,242,746 | $290M |
| 8 | VICTORY CAPITAL MANAGEMENT INC | 2.70% | 8,983,946 | $232M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 2.34% | 7,783,272 | $201M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.16% | 7,175,200 | $185M |
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