Not independent
Tenure on this board
0.7 yrs
7 nominees · 4 ballot items.
Elect seven directors; ratify PricewaterhouseCoopers LLP as independent auditors for 2026; approve, on an advisory (non-binding) basis, executive compensation (say-on-pay); and approve, on an advisory (non-binding) basis, the frequency of future say-on-pay votes (board recommends every three years).
To elect seven individuals (Eric H. Baker, Mark Streams, Sameer Bhargava, Jeffrey Blackburn, Rajini Sundar Kodialam, Jeremy Levine, and Thomas A. Patterson) as directors to serve until the 2027 Annual Meeting and until their successors are duly elected and qualified.
To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (a Say-on-Pay vote).
This proposal asks stockholders to cast a non-binding advisory vote approving the Company’s disclosed compensation policies and pay outcomes for its named executive officers (NEOs). Management frames the Say-on-Pay vote as an overall endorsement of the compensation philosophy and practices described in the Compensation Discussion and Analysis, noting that the programs are intended to align executives' incentives with long‑term stockholder value through a mix of base salary, cash bonuses, and significant equity awards. The Board is seeking approval to validate its 2025 compensation decisions and to obtain shareholder feedback; the outcome will be considered by the Board and Compensation Committee when setting future pay but will not be binding. Key contextual factors include the Company’s recent IPO in September 2025, substantial equity-based compensation and RSU structures (including performance and liquidity-based vesting conditions), sizable guaranteed bonuses for certain executives, and the Company’s stated pay‑for‑performance orientation. Supporters might argue the plan aligns management to multi-year strategic objectives and retention needs during post-IPO transition, while critics could point to high absolute pay levels, guaranteed bonuses, and complex acceleration/vesting provisions that may reduce direct pay-for-performance sensitivity. The Board’s unanimous recommendation to vote FOR underscores management’s view that compensation programs appropriately balance retention, incentive, and alignment objectives given the Company’s strategic priorities and recent liquidity event. Because the vote is advisory, a strong negative result would likely trigger a shareholder engagement program and potential revisions to compensation design, whereas a strong affirmative result would validate current approaches. Investors evaluating the proposal should weigh the degree of equity-based alignment, disclosure of performance metrics, post-IPO compensation changes (including severance and perquisites), and the Board’s responsiveness to investor concerns on pay structure and outcomes. Overall, the Say-on-Pay vote is a governance checkpoint reflecting investor sentiment on executive remuneration practices during a critical post‑IPO period and provides the Board with non-binding guidance to inform compensation policy adjustments.
An advisory (non-binding) vote allowing stockholders to indicate whether future advisory votes on executive compensation should occur every one, two, or three years (the Board recommends every three years).
This advisory proposal asks shareholders to indicate their preferred frequency for future non-binding Say-on-Pay votes—one, two, or three years—while the Board recommends a triennial schedule. Management argues that a three‑year cycle better matches the multi‑year performance objectives used in executive compensation, allowing shareholders to assess outcomes tied to mid‑ and long‑term strategic goals rather than short‑term fluctuations. The Company’s recent IPO and the structure of many RSU awards, some of which vest over multi‑year periods or upon liquidity events, provide context for the Board’s preference for less frequent votes. From a governance perspective, proponents of annual votes argue for more regular shareholder accountability and feedback on pay practices; opponents note that annual votes may encourage short‑termism in compensation design and impose administrative burdens. The vote is advisory and non‑binding, but a clear shareholder expression against the Board’s recommendation could force the Compensation Committee to reconsider the frequency and to engage with investors. The Board’s stated rationale emphasizes alignment of pay with sustained performance, retention, and the ability to evaluate compensation over complete performance cycles; investors should weigh that against their desire for periodic oversight. For sophisticated investors, the key evaluation points include the time horizon of performance metrics in incentive plans, post‑IPO compensation changes, and the Board’s track record of responsiveness to investor feedback. Ultimately, while the Company recommends three years, shareholders can use this non‑binding vote to signal their preference for more or less frequent input on executive pay, which the Board will consider in future governance decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Madrone Advisors, LLC | 20.2% | 75,780,055 | $473M |
| 2 | WestCap Management, LLC | 7.7% | 28,991,583 | $181M |
| 3 | Deer Management Co. LLC | 5.4% | 20,319,804 | $127M |
| 4 | PointState Capital LP | 3.9% | 14,464,206 | $90M |
| 5 | Capital World Investors | 2.4% | 9,002,141 | $56M |
| 6 | JPMORGAN CHASE CO | 2.2% | 8,151,613 | $50M |
| 7 | StepStone Group LP | 2.0% | 7,562,225 | $47M |
| 8 | Neuberger Berman Group LLC | 2.0% | 7,368,767 | $46M |
| 9 | Index Venture Associates III Ltd | 1.7% | 6,296,550 | $39M |
| 10 | KLINGENSTEIN FIELDS CO LP | 1.6% | 6,170,040 | $39M |
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