Independent
Tenure on this board
10.8 yrs
Also a director at
Covista Inc (CVSA)Ceribell Inc (CBLL)
9 nominees · 5 ballot items.
Elect nine directors; Ratify Grant Thornton LLP as independent auditor; Advisory approval of 2025 named executive officer compensation (say-on-pay); Approve amendment to Certificate of Incorporation to allow director removal consistent with Delaware law; Transact other business.
Elect nine directors to serve until the 2027 annual meeting and until their successors are elected and qualified.
Ratify the appointment of Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026.
Non-binding advisory vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory 'say-on-pay' proposal asks shareholders to approve the Company’s 2025 executive compensation program as disclosed in the CD&A and related tables. Management and the Compensation and Organization Committee believe the program aligns pay with performance, emphasizing a mix of base salary, cash incentives tied to revenue and Adjusted EBITDA, and equity awards (RSUs and multi-year PSUs) that vest based on performance and service. The vote is non-binding but will be considered by the Board in future compensation decisions; the Board recommends a FOR vote citing alignment with stockholder interests and prior strong shareholder support (approximately 98% in 2024). The Committee used an independent consultant and peer benchmarking, and incorporated clawback provisions, stock ownership guidelines, and prohibitions on hedging to support its rationale. A significant negative vote could prompt direct engagement with stockholders and potential program adjustments.
Approve an amendment to the Amended and Restated Certificate of Incorporation to allow directors to be removed with or without cause by a majority vote, consistent with Delaware General Corporation Law Section 141(k)(1).
The proposed amendment seeks shareholder approval to revise Section 5.1(b) of the Company’s Restated Certificate to remove the supermajority (75%) and 'for cause only' requirements for director removal, aligning the charter language with Delaware General Corporation Law Section 141(k)(1). Management frames this change as a governance modernization to allow removal of directors by a majority vote, with or without cause, which the Board believes enhances accountability and conforms to prevailing corporate governance norms. The proposal is being recommended by the Board as advisable and in the best interests of the Company and its stockholders; it does not alter other charter provisions. Principal considerations for investors include potential impacts on board stability and minority protections, the context of the Company’s governance (annual director elections, majority voting standard for directors, independent committees), and the fact that adoption would eliminate an unusually high removal threshold that could entrench directors. The Board's recommendation suggests management views the change as positive for shareholder rights; opponents might argue the reduction of supermajority protections could increase susceptibility to short-term pressures or opportunistic challenges, but the Company retains other governance safeguards and annual elections. Overall, the amendment is a relatively routine charter alignment to Delaware law with modest governance consequences and the Board provides clear rationale and implementation mechanics.
Transact any other business properly presented at the meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CADIAN CAPITAL MANAGEMENT, LP | 4.6% | 1,041,072 | $27M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.5% | 1,025,655 | $27M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 945,097 | $25M |
| 4 | ACADIAN ASSET MANAGEMENT LLC | 4.0% | 905,369 | $24M |
| 5 | BlackRock, Inc. | 3.8% | 867,612 | $23M |
| 6 | MORGAN STANLEY | 3.3% | 751,620 | $20M |
| 7 | DRIEHAUS CAPITAL MANAGEMENT LLC | 3.3% | 741,914 | $19M |
| 8 | BlackRock, Inc. | 3.0% | 677,817 | $18M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.0% | 668,334 | $17M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.8% | 638,368 | $17M |
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