Not independent
Tenure on this board
2.7 yrs
9 nominees · 3 ballot items.
Election of nine directors to one-year terms; ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2026; and an advisory (non-binding) Say-on-Pay vote to approve the compensation of the Company’s named executive officers.
Elect nine director nominees to the Board, each to serve a one-year term.
Ratify the Audit Committee’s selection of KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory Say-on-Pay proposal asks stockholders to approve, on a non-binding basis, the compensation program for the Company’s named executive officers as described in the CD&A and compensation tables. Management seeks approval to validate its approach that heavily emphasizes long-term equity incentives (RSUs and PSUs) tied to relative TSR and annual cash incentives tied to revenue and Adjusted EBITDA, and to confirm that pay decisions (including notably large target equity awards for certain NEOs) are aligned with stockholder interests. The Compensation & Talent Committee frames the program as pay-for-performance: annual cash incentives are formulaic and were paid at 0% for 2025 because revenue thresholds were not met, while PSUs reward multi-year TSR outperformance versus the Russell 2000. Recent outcomes demonstrate the program’s mechanics — PSUs for the 2023–2025 period were forfeited due to underperformance, while 2022–2024 PSUs vested at maximum, illustrating payoff volatility tied to market-relative TSR. The Board presents robust governance features — independent compensation committee oversight, use of an independent consultant, clawback policies, stock ownership guidelines, and a documented peer group — as mitigating factors and rationale for support. At the same time, investors may scrutinize the size and growth of some target awards (for example, the CEO’s target equity award increases and substantial new-hire and signing awards) and the use of TSR as a primary long-term performance metric, which can decouple pay from operating performance in the short term. Management highlights strong stockholder engagement and historic high say-on-pay support (96% approval previously) and commits to review and consider voting results and stockholder feedback. Because the vote is advisory, the Board will not be bound by the result, but a significant negative vote could trigger further engagement and potential design changes; thus the proposal functions as an important governance signal about investor acceptance of the Company’s pay philosophy and program design.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.61% | 4,263,188 | $237M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.06% | 2,958,839 | $165M |
| 3 | Neuberger Berman Group LLC | 4.88% | 1,790,298 | $100M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.63% | 1,698,123 | $95M |
| 5 | STATE STREET CORP | 4.09% | 1,499,810 | $83M |
| 6 | Van Berkom Associates Inc. | 3.69% | 1,356,472 | $76M |
| 7 | Anson Funds Management LPActivist | 3.13% | 1,150,000 | $64M |
| 8 | BlackRock, Inc. | 2.95% | 1,084,461 | $60M |
| 9 | GOLDMAN SACHS GROUP INC | 2.68% | 983,126 | $55M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.36% | 865,655 | $48M |
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