Brenton L. Saunders
Not independent
Tenure on this board
New nominee
9 nominees · 3 ballot items.
Three proposals: (1) Election of nine director nominees to the Board; (2) Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026; and (3) A non-binding, advisory vote to approve the compensation of the Company’s named executive officers (say-on-pay).
Elect nine director nominees named in the proxy to serve one-year terms on the Board of Directors.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 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 (the Compensation Discussion and Analysis, compensation tables and narrative).
This non-binding management proposal asks stockholders to approve, on an advisory basis, the Company’s named executive officer compensation as disclosed in the Compensation Discussion and Analysis and accompanying compensation tables. Management seeks approval to signal investor support for its pay programs, which combine base salary, annual cash incentives tied 50% to revenue and 50% to adjusted EBITDA, and equity long-term incentives split roughly 75% time‑vesting RSUs and 25% relative‑TSR PSUs. In 2025 the Compensation Committee reduced target equity grant values by 25% to manage dilution and awarded annual incentives that paid out at 140% of target based on performance; however, the 2023 TSR PSU cycle paid 0% at vesting. The Board emphasizes governance safeguards including a clawback policy, stock ownership guidelines, independent consultant input, and capped payouts. Notable contextual factors include recent CEO turnover, high-profile litigation and an SEC inquiry, and declining historical say‑on‑pay support (approximately 99.6% in 2023, 97.6% in 2024 and 77.5% in 2025), which increase scrutiny of compensation outcomes and alignments. While the vote is advisory, management frames a FOR vote as endorsement of the pay‑for‑performance design and retention utility of awards, whereas a significant vote against could prompt committee-level program adjustments and additional investor outreach. For a sophisticated analyst, the merits hinge on whether short‑term incentives and long‑term TSR‑based PSUs sufficiently link pay to value creation given recent negative TSR outcomes and legal/regulatory overhang; the Board’s commitment to consider stockholder feedback and the disclosed governance features mitigate but do not eliminate these risks.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capricorn Fund Managers Ltd | 14.97% | 19,404,192 | $17M |
| 2 | FMR LLC | 7.03% | 9,109,568 | $8M |
| 3 | FMR LLC | 6.23% | 8,073,663 | $7M |
| 4 | MILLENNIUM MANAGEMENT LLC | 4.41% | 5,717,460 | $5M |
| 5 | Woodline Partners LP | 4.40% | 5,698,984 | $5M |
| 6 | BlackRock, Inc. | 3.11% | 4,032,502 | $4M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 2.66% | 3,441,008 | $3M |
| 8 | BlackRock, Inc. | 2.06% | 2,672,607 | $2M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.48% | 1,922,203 | $2M |
| 10 | D. E. Shaw Co., Inc.Activist | 1.46% | 1,898,475 | $2M |
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