Not independent
Tenure on this board
35.8 yrs
3 nominees · 4 ballot items.
Election of three Class III directors; advisory (say-on-pay) vote on executive compensation; approval to amend the 2022 Equity Incentive Plan to increase the share reserve by 3,000,000 shares; and ratification of KPMG LLP as independent auditors for fiscal 2026.
Election of three Class III directors — Richard A. Friesner, Rosana Kapeller-Libermann and Gary Sender — each for a three-year term expiring at the 2029 annual meeting.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the company’s named executive officer compensation as disclosed in the proxy statement. Management seeks approval to validate its pay-for-performance approach, which includes a mix of base salary, annual performance-based cash incentives, time-based equity awards (options and RSUs), and performance-restricted RSUs (PRSUs). The board and compensation committee emphasize that their program is designed to attract and retain executive talent, align management incentives with long-term stockholder value, and discourage excessive risk-taking through features such as performance conditions, clawback policy and equity ownership guidelines. The advisory vote is non-binding, but the board will consider the outcome when setting future compensation and engaging with investors. The company highlights recent pay outcomes (e.g., 92% payout of target annual incentives based on corporate performance) and continuing use of PRSUs to reinforce alignment with strategic goals. Management frames the request in the context of prior strong stockholder support and active engagement with institutional investors to refine compensation practices. A FOR recommendation reflects the board’s view that the disclosures demonstrate alignment of executive pay with company performance and stockholder interests.
Approve amendment to the 2022 Equity Incentive Plan to increase the reserved share pool by 3,000,000 shares to support ongoing equity grants to employees, directors, consultants and advisors.
This management proposal requests stockholder approval to increase the 2022 Equity Incentive Plan reserve by 3,000,000 shares to ensure the company can continue granting equity awards to employees, non-employee directors, consultants and advisors at historical rates. Management argues the increment is required to remain competitive in a tight talent market and to align long-term incentives with stockholder value through options, RSUs and performance-based RSUs (PRSUs). The board frames the request in the context of current plan exhaustion projections (anticipating roughly two to three years of runway absent approval), an existing practice of using a separate inducement plan for new hires, and the company’s desire to avoid increasing cash compensation in lieu of equity. The proposal narrative discloses overhang and burn-rate metrics, notes a large proportion of outstanding options are underwater, and highlights governance protections in the Amended Plan — including no evergreen provision, no repricing without stockholder approval, no liberal share recycling, limits on non-employee director compensation, clawback policy and independent committee administration. The board’s recommendation for a FOR vote is anchored on the view that a modest, time-limited increase in the share reserve is judicious and necessary for recruiting and retention, and that structural plan safeguards mitigate potential dilution risks; the board also commits to registering the additional shares if approved. The analysis should consider the dilution impact (estimated overhang rising to ~29.1% including the proposed increase), the company’s historical burn rate (~3.5% three-year average), the large number of underwater options, and the context of ongoing investor engagement and governance features when evaluating the merits of the request.
Ratify the audit committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GATES FOUNDATION TRUST | 9.3% | 6,981,664 | $79M |
| 2 | Rubric Capital Management LP | 8.0% | 6,000,000 | $68M |
| 3 | BlackRock, Inc. | 7.9% | 5,923,831 | $67M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.2% | 3,862,197 | $44M |
| 5 | Sumitomo Mitsui Trust Group, Inc. | 4.3% | 3,190,837 | $36M |
| 6 | Amova Asset Management Americas, Inc. | 4.3% | 3,190,837 | $36M |
| 7 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 3.6% | 2,678,778 | $30M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 3.5% | 2,604,374 | $30M |
| 9 | STATE STREET CORP | 2.9% | 2,191,427 | $25M |
| 10 | BlackRock, Inc. | 2.9% | 2,142,607 | $24M |
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