Not independent
Tenure on this board
32.8 yrs
3 nominees · 4 ballot items.
Election of three Class I directors; advisory approval of named executive officer compensation; ratification of BDO USA, P.C. as auditor; approval of further amendment and restatement of the 2020 Equity and Incentive Compensation Plan.
Elect three Class I directors (Charles Liang, Tally Liu and Sherman Tuan) to hold office until the annual meeting following fiscal 2028.
Advisory ‘say-on-pay’ vote to approve the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.
This advisory proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the Proxy Statement. Management seeks affirmation of its compensation programs — including performance-based awards, the CEO’s performance awards and FY2025 performance program for other NEOs — arguing these align executive interests with long-term stockholder value and support retention. The Compensation Committee evaluates peer data and used performance metrics tied to revenue, stock price appreciation and other KPIs; management emphasizes adjustments like Compensation Adjustment Factors and clawback policies. The vote is non-binding but considered by the Board when setting future compensation. Given prior high approval rates and the Board’s recommendation, management urges a “FOR” vote to signal stockholder support for the company’s approach to executive pay.
Ratify appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for fiscal year 2026.
Approve an amendment and restatement of the 2020 Equity and Incentive Compensation Plan to increase the share reserve by 15,000,000 and extend the plan term.
The proposal seeks shareholder approval to further amend and restate the Company’s 2020 Equity and Incentive Compensation Plan to add 15,000,000 additional shares, extend the plan term to the tenth anniversary of stockholder approval, and clarify administrative provisions and tax withholding mechanics. Management argues the additional share reserve is necessary to sustain recruiting, retention and incentivization practices amid rapid revenue growth and industry competition for talent, particularly given AI-driven demand and global manufacturing expansion. The plan preserves anti-dilution adjustment mechanics, prohibits repricing without shareholder approval, and includes customary limits (including a $700,000 annual non-employee director compensation cap and an aggregate cap on shares usable for incentive stock options). Management also emphasizes share recycling rules and historic conservative plan usage (3-year average burn rate ~3.7%). The Compensation Committee will administer awards and retains discretion over award sizing, metrics and recipients. Approving the amendment would provide the company with approximately one year of runway at recent grant rates; failure would likely force greater cash compensation and weaken competitive positioning. The proposal’s passage would increase potential dilution by ~2.5% on a simple basis for the newly requested shares, and would be material for governance-minded investors assessing share request sufficiency and anti-dilution protections.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.47% | 32,894,995 | $749M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.92% | 29,569,380 | $673M |
| 3 | STATE STREET CORP | 3.66% | 22,017,501 | $501M |
| 4 | BlackRock, Inc. | 3.49% | 20,969,186 | $477M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.09% | 12,556,269 | $285M |
| 6 | UBS Group AG | 1.81% | 10,898,204 | $248M |
| 7 | Invesco Ltd. | 1.79% | 10,756,308 | $245M |
| 8 | BlackRock, Inc. | 1.72% | 10,318,344 | $235M |
| 9 | Defiance ETFs, LLC | 1.03% | 6,220,438 | $142M |
| 10 | BNP PARIBAS FINANCIAL MARKETS | 0.90% | 5,432,942 | $124M |
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