Independent
Tenure on this board
5.0 yrs
3 nominees · 3 ballot items.
Elect three Class III directors; ratify KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2027; and approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (say-on-pay).
Elect three Class III directors—Aina E. Konold, Kristy Pipes, and Brian Ames—to serve three-year terms ending in 2029.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2027.
A non-binding advisory vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement (CD&A, compensation tables and narrative).
This management proposal requests a non-binding, advisory approval of the Company’s executive compensation as disclosed in the CD&A and compensation tables. Management seeks shareholder support to validate its compensation philosophy, which emphasizes recruiting and retaining executive talent, aligning pay with performance, and promoting long-term stockholder value through a mix of base salary, annual cash incentives tied to Adjusted EBITDA, and long-term equity awards (50% stock options, 50% RSUs for fiscal 2025). The proposal is contextualized by the Company’s transition from private-company compensation practices to public-company norms, including the adoption of an Omnibus Incentive Plan and changes to long-term incentive mix to better align with market practice. The Compensation Committee uses peer-group data and an independent consultant (FW Cook) to inform decisions and retains discretion in program design; the Company also uses an AIP with Adjusted EBITDA targets and a 200% maximum payout to link pay to performance. The Board recommends a FOR vote, stating the program supports retention, aligns management and stockholder interests, and balances short- and long-term incentives; it also notes the vote is advisory and that the Board will consider the results in future compensation decisions. Given the Company’s recent IPO and ongoing evolution of its equity programs (including pre-IPO performance-based options and post-IPO RSU/option mixes), the say-on-pay vote functions as a governance feedback mechanism, with potential implications for future plan design and compensation committee responsiveness to stockholder concerns. The non-binding nature means passage does not change pay directly, but a significant negative vote would likely prompt the Compensation Committee and Board to re-evaluate components such as performance metrics, mix of cash vs. equity, and vesting structures to better align pay with realized performance and shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARES MANAGEMENT LLC | 76.27% | 117,449,188 | $874M |
| 2 | T. Rowe Price Investment Management, Inc. | 5.96% | 9,178,544 | $68M |
| 3 | BAILLIE GIFFORD CO | 1.87% | 2,886,407 | $21M |
| 4 | BAILLIE GIFFORD CO | 1.51% | 2,330,414 | $17M |
| 5 | BAILLIE GIFFORD CO | 1.41% | 2,174,797 | $16M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.19% | 1,837,203 | $14M |
| 7 | Capital Research Global Investors | 1.15% | 1,770,826 | $13M |
| 8 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.13% | 1,745,540 | $13M |
| 9 | Qube Research Technologies Ltd | 1.11% | 1,706,297 | $13M |
| 10 | VANGUARD CAPITAL MANAGEMENT LLC | 1.10% | 1,686,277 | $13M |
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