Independent
Tenure on this board
5.2 yrs
2 nominees · 4 ballot items.
Elect two Class I directors; advisory approval of named executive officer compensation (Say on Pay); ratify Deloitte & Touche LLP as independent auditors; approve amendment to 2018 Equity and Incentive Compensation Plan to add 3,000,000 shares.
Elect two Class I director nominees (David Kline and Brian Wendling) to serve until the 2029 annual meeting.
Non-binding advisory vote to approve compensation paid to named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote approving the overall compensation of the company’s named executive officers as disclosed in the proxy statement. Management and the Compensation Committee are seeking this advisory endorsement to demonstrate stockholder support for their compensation philosophy, which emphasizes aligning executive pay with stockholder interests, promoting achievement of financial and strategic objectives, and retaining key talent. The company notes that it uses a mix of base salary, annual cash incentives tied to revenue, adjusted EBITDA and culture objectives, and historically used equity awards but faced limitations on equity grants due to plan reserve constraints; as a result, cash retention awards were used in recent years. The Board recommends a “FOR” vote, citing observed governance practices such as independent Compensation Committee oversight, engagement of an independent consultant, clawback policy, anti-hedging and stock ownership guidelines. The advisory vote is non-binding, meaning the Board retains decision-making authority, but the Board and Compensation Committee intend to consider the outcome when evaluating future compensation decisions. Given recent financial performance and constraints on equity, the vote serves as an important feedback mechanism; investors should consider the company’s disclosed pay-for-performance metrics, the compensation actually paid versus target outcomes, and the context of retention cash awards and equity dilution practices when evaluating this proposal.
Ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve Sixth Amendment to the Amended and Restated 2018 Plan to increase shares available for grant by 3,000,000.
The management proposal requests shareholder approval of the Sixth Amendment to the company’s Amended and Restated 2018 Equity and Incentive Compensation Plan to increase the share reserve by 3,000,000 shares. Management contends that the current reserve is insufficient to support future equity awards needed to attract, retain and incentivize employees and non-employee directors, especially given historical emphasis on full-value awards and a 'fungible' share counting model that counts full-value awards at a 2:1 rate. The Board and Compensation Committee, after review with their independent compensation consultant, concluded that an added reserve will allow the company to continue granting competitive equity awards without materially increasing cash compensation or sacrificing strategic flexibility. The amendment’s text (Section 3(a)(i) replacement) is limited to the share increase and retains existing plan features including anti-repricing protections, change-in-control provisions, share recycling rules, and limits on non-employee director annual grants. The Board recommends a 'FOR' vote, citing potential dilution metrics, expected two-year runway of the requested shares under current grant rates, and the competitive necessity of equity compensation. Investors should weigh the dilution impact, the company’s historical burn-rate and equity usage patterns, the fungible share-counting methodology which can accelerate share consumption for accounting purposes, and the company’s constrained equity availability that has led to cash retention awards, when deciding how to vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Cerberus Capital Management, L.P. | 22.50% | 3,396,479 | $24M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.24% | 187,259 | $1M |
| 3 | Factor Wealth Management LTD | 0.84% | 126,656 | $879K |
| 4 | Beartown Capital Management, LLC | 0.84% | 126,207 | $876K |
| 5 | ACADIAN ASSET MANAGEMENT LLC | 0.56% | 84,079 | $584K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.36% | 54,652 | $379K |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 0.27% | 40,921 | $284K |
| 8 | BlackRock, Inc. | 0.25% | 38,169 | $265K |
| 9 | MILLENNIUM MANAGEMENT LLC | 0.24% | 36,928 | $256K |
| 10 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.14% | 20,702 | $144K |
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