Independent
Tenure on this board
16.4 yrs
2 nominees · 4 ballot items.
Elect two directors; advisory vote to approve executive compensation (Say-on-Pay); ratify KPMG LLP as independent auditors; approve amendment to increase shares under the 2021 Equity Incentive Plan; and transact other business.
Elect two Class II directors to serve three-year terms until the 2029 Annual Meeting
Non-binding advisory vote to approve compensation paid to named executive officers for fiscal year 2025
This management proposal requests a non-binding approval of the company’s 2025 executive compensation practices as disclosed in the Compensation Discussion and Analysis and related tables. Management seeks shareholder affirmation to validate the structure and outcomes of pay programs—mix of base salary, annual cash bonuses tied to Corporate Objectives, long-term equity via options/RSUs/PSUs, and other benefits—arguing these align executives with shareholder interests and support retention. The Board recommends a “FOR” vote because the Compensation Committee used peer data, an independent consultant (Aon), and performance-based metrics including corporate objectives to set pay and incentives, and because the Company previously received strong shareholder support (96% in 2025). The advisory nature means the vote will not be binding, but management will consider the outcome when setting future compensation. Given the company’s pay-for-performance disclosures, the presence of performance-based awards (PSUs) and clawback/recoupment policies, the proposal presents low governance risk; however, shareholders seeking stronger alignment might note CEO pay concentration in sizable equity awards and change-in-control protections. Overall, the board frames the proposal as affirming a compensation framework tied to measurable corporate objectives and competitive market positioning.
Ratify appointment of KPMG LLP as the company's independent auditors for fiscal year ending December 31, 2026
Approve amendment to the 2021 Equity Incentive Plan to increase the number of shares reserved for issuance under the plan by 4,000,000 shares
Management seeks shareholder approval to expand the share reserve under the 2021 Equity Incentive Plan by 4,000,000 shares to ensure the company can continue granting equity awards (options, RSUs, PSUs, etc.) used for executive and employee compensation and retention. The company states current available shares (2,051,266 as of April 29, 2026) are insufficient to cover anticipated grants for early 2027 and that the increase aligns with typical practices to maintain a rolling reserve for competitive equity packages. The amendment does not change plan mechanics or counting rules except to add shares; it reiterates administrator discretion on vesting, transferability, adjustments, and change-in-control treatment. The Board recommends “FOR” arguing that without additional shares the company could be unable to grant competitive awards, harming talent retention and strategic execution. Analysts should weigh the dilution impact of 4,000,000 additional shares against the need to attract talent and the company’s historical burn rate; the plan counts full-value awards as 1.5 shares for counting purposes, which modestly increases potential dilution. The proposal reflects a standard equity plan refresh request rather than governance changes to award discretion, and includes typical adjustment and administration provisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.60% | 6,149,721 | $318M |
| 2 | MILLENNIUM MANAGEMENT LLC | 5.71% | 3,315,973 | $171M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.58% | 3,238,693 | $167M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.25% | 2,467,215 | $128M |
| 5 | STATE STREET CORP | 3.94% | 2,288,127 | $118M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.84% | 2,228,305 | $115M |
| 7 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 3.51% | 2,037,202 | $105M |
| 8 | ARMISTICE CAPITAL, LLC | 3.27% | 1,895,347 | $98M |
| 9 | BlackRock, Inc. | 3.02% | 1,750,502 | $90M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 2.94% | 1,705,222 | $88M |
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