Independent
Tenure on this board
3.1 yrs
6 nominees · 3 ballot items.
Stockholders will vote to (1) elect six directors (Wyatt, Bush, Haspel, Keirn, Kelley, Sze), (2) ratify Ernst & Young LLP as independent registered public accounting firm for 2026, and (3) approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (Say-on-Pay).
Elect six director nominees—William Wyatt, Libby B. Bush, Lee Haspel, Cris Keirn, Daniela Kelley, and Julia W. Sze—to serve until the next annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and Executive Compensation sections of the Proxy Statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation as disclosed in the CD&A and executive compensation tables. Management and the Compensation Committee are seeking this advisory approval to confirm investor support for the company’s pay philosophy and to inform future compensation decisions; the vote is customary and intended to provide feedback rather than effectuate binding changes. The Company’s program emphasizes a pay-for-performance approach: a significant portion of NEO compensation is variable and equity-based (PSUs and RSUs), with PSUs tied 50% to stock-price relative performance versus the iShares Russell 2000 Value ETF and 50% to Adjusted EBITDA, and annual cash bonuses tied to net revenue, Adjusted EBITDA, D2C revenue, and market share strategic goals. The compensation design includes multi-year vesting, clawback policies, and double-trigger change-in-control protections to mitigate undue risk and align retention incentives with shareholder interests. The Compensation Committee used an external consultant and a peer group benchmarking process to set competitive pay levels and targeted equity mix, and it increased PSU weighting in 2025 to reinforce performance orientation. The Board recommends a FOR vote, stating the disclosed compensation appropriately aligns pay with both short- and long-term performance and stockholder value creation while balancing retention needs. Important governance context: the vote is advisory (non-binding), the Board will consider the outcome and investor feedback in setting future pay, and the company previously received strong shareholder support on say-on-pay in 2025. Investors evaluating the proposal should weigh the program’s explicit performance metrics (including the stock-price-relative PSU and Adjusted EBITDA), the Company’s recent financial performance and realized payouts, and the degree of alignment between realized executive pay and shareholder returns when forming a view on whether to support the advisory resolution.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Windward Management LP | 8.10% | 1,607,989 | $16M |
| 2 | GARNET EQUITY CAPITAL HOLDINGS, INC. | 7.63% | 1,513,959 | $15M |
| 3 | MORGAN STANLEY | 5.74% | 1,140,111 | $12M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.28% | 650,527 | $7M |
| 5 | Shay Capital LLC | 3.23% | 640,617 | $6M |
| 6 | BlackRock, Inc. | 3.02% | 599,017 | $6M |
| 7 | GOLDMAN SACHS GROUP INC | 2.90% | 575,393 | $6M |
| 8 | BlackRock, Inc. | 2.29% | 455,312 | $5M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 2.06% | 407,896 | $4M |
| 10 | LSV ASSET MANAGEMENT | 1.98% | 393,600 | $4M |
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