Not independent
Tenure on this board
13.6 yrs
7 nominees · 3 ballot items.
Three proposals: (1) election of seven directors; (2) ratification of M&K CPAS, PLLC as the independent registered public accounting firm for 2026; and (3) an advisory (non-binding) say-on-pay vote to approve named executive officer compensation.
Elect seven nominees (Rani R. Kohen, Nancy DiMattia, Gary N. Golden, Efrat L. Greenstein Brayer, Thomas J. Ridge, Dov Shiff, and Leonard J. Sokolow) to serve as directors until the next annual meeting or until their successors are elected and qualified.
Ratify the appointment of M&K CPAS, PLLC 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.
This management proposal asks stockholders to cast a non-binding, advisory vote approving the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and the Summary Compensation Table. Management seeks this approval to confirm investor support for its overall executive pay practices and to align with regulatory and governance norms established by the Dodd-Frank Act and SEC rules. The vote is advisory only and will not bind the Board or Compensation Committee, but the Board indicates it values stockholder feedback and will consider actions if there is significant opposition. The proposal context includes a compensation program with a mix of base salary, cash bonuses, and substantial equity-based incentives (options and RSUs) intended to align executives’ interests with long-term stockholder value; notable large performance-linked option awards to the Executive Chairman are part of this context. The Board’s rationale for recommending FOR is that the disclosed program is designed to retain key executives, drive performance, and align pay with strategic goals while following established governance processes including Compensation Committee oversight. The proxy highlights the company’s compensation recovery (clawback) policy and details on pay components and performance metrics, which the Board views as governance safeguards supporting approval. Investors should weigh the advisory nature of the vote, the significant equity awards and incentive structures disclosed, and the potential governance implications of approving executive pay practices that include large performance-based equity grants. The Board also states it will hold future say-on-pay votes annually, reflecting a commitment to continued stockholder engagement on compensation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Alyeska Investment Group, L.P. | 5.73% | 7,688,950 | $9M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.51% | 3,366,476 | $4M |
| 3 | BlackRock, Inc. | 2.24% | 3,007,032 | $3M |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 1.36% | 1,827,548 | $2M |
| 5 | MILLENNIUM MANAGEMENT LLC | 1.21% | 1,620,595 | $2M |
| 6 | BlackRock, Inc. | 1.18% | 1,577,119 | $2M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 0.91% | 1,221,500 | $1M |
| 8 | STATE STREET CORP | 0.88% | 1,179,484 | $1M |
| 9 | Kanen Wealth Management LLC | 0.86% | 1,150,121 | $1M |
| 10 | NORTHERN TRUST CORP | 0.49% | 651,030 | $729K |
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