Not independent
Tenure on this board
15.8 yrs
Also a director at
Trinet Group Inc (TNET)
3 nominees · 3 ballot items.
Three proposals: election of three Class III directors (Ralph A. Clark, Marc Morial, Ruby Sharma), a non-binding advisory vote to approve executive compensation (Say-on-Pay), and ratification of Baker Tilly US, LLP as the company’s independent registered public accounting firm for 2026; the Board recommends FOR all proposals.
Election of the three nominees for Class III director, each to hold office until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified.
Non-binding, advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement (a Say-on-Pay vote).
This non-binding advisory proposal asks stockholders to approve the Company’s executive compensation disclosures (a Say-on-Pay vote) as presented in the proxy statement. Management is seeking shareholder approval to validate its compensation philosophy, which emphasizes pay-for-performance through a mix of at-risk cash bonuses and long-term equity awards (50% time-vesting RSUs and 50% performance-based PSUs), metrics tied to revenue, Adjusted EBITDA margin, revenue retention, customer Net Promoter Score for ShotSpotter, and a Great Place to Work certification. The Compensation and Human Capital Committee engaged Aon as an independent consultant, retained the 2025 target compensation levels from 2024, and structured substantial portions of executives’ pay as variable (e.g., 91% of the CEO’s target compensation was at-risk for 2025). The proposal is explicitly non-binding, meaning the Board and Compensation Committee retain discretion, but they state they will consider the vote’s outcome in future decisions. Management points to prior strong stockholder support (approximately 97% approval in 2025) and the use of performance metrics and PSUs as evidence that pay is aligned with long-term shareholder value. Potential governance considerations include the non-binding nature of the vote, the significant weighting of equity and performance-based pay which may reduce short-term cash costs but concentrate realized pay around equity outcomes, and the committee’s ability to exercise discretion in bonus determinations. The Board’s recommendation to vote FOR is justified by its view that the program aligns executives with stockholders, addresses retention via multi-year vesting, and incorporates independent consultant input and disclosure. An analyst evaluating the proposal should weigh the transparency of disclosed metrics and target-setting, the historic stockholder support and actual payout outcomes (e.g., 2025 bonus attainment at ~65.63%), the balance between retention and performance incentives (PSUs vesting on 2027 targets), and potential risks from concentrated equity awards or insufficient anti-grant timing policies. While the firm discloses clawback and ownership guidelines, investors may focus on whether the performance targets and payout curves provide appropriate rigor and whether the Compensation Committee’s discretion has been exercised consistently with disclosed goals.
Ratify the Audit Committee’s appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Veradace Capital Management LLC | 16.1% | 2,089,905 | $14M |
| 2 | Kopion Asset Management, LLC | 7.5% | 972,302 | $6M |
| 3 | FEDERATED HERMES, INC. | 3.5% | 450,000 | $3M |
| 4 | RICE HALL JAMES ASSOCIATES, LLC | 3.4% | 444,087 | $3M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.2% | 408,678 | $3M |
| 6 | BlackRock, Inc. | 2.6% | 334,484 | $2M |
| 7 | BlackRock, Inc. | 2.1% | 269,543 | $2M |
| 8 | Quantinno Capital Management LP | 1.8% | 236,581 | $2M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 231,996 | $2M |
| 10 | STATE STREET CORP | 1.6% | 203,907 | $1M |
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