Independent
Tenure on this board
13.1 yrs
2 nominees · 3 ballot items.
Elect two Class III directors (John Slater and Joseph A. Walsh); ratify Grant Thornton LLP as independent registered public accounting firm for fiscal 2026; and approve, on a non-binding advisory basis, the compensation of the named executive officers.
Elect two Class III directors (John Slater and Joseph A. Walsh) each to serve a three-year term expiring at the 2029 annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Grant Thornton LLP as Thryv’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on a non-binding advisory basis, the compensation of Thryv’s named executive officers as disclosed in the Compensation Discussion and Analysis and compensation tables.
This management proposal asks stockholders to cast a non-binding, advisory vote to approve the compensation of the company’s named executive officers as described in the Compensation Discussion and Analysis and compensation tables. Management is seeking this advisory endorsement to confirm stockholder support for its executive pay philosophy, which emphasizes pay-for-performance, a mix of cash and equity incentives, and metrics aligned to Adjusted EBITDA, Free Cash Flow, SaaS revenue, and individual performance. The proposal is not binding on the Board, but the Board and Compensation Committee state they will consider the outcome when making future compensation decisions; the company notes prior strong support (approximately 98.5% in 2025) for its executive compensation programs. Key program features described in the proxy include a Short-Term Incentive Plan and Over Performance Plan tied to financial metrics and individual goals, and long-term PSUs and RSUs with performance measures including relative and absolute TSR and SaaS revenue CAGR, designed to retain executives and align their interests with stockholders. The Board recommends a vote FOR, arguing the plan links pay to multi-year performance, supports transition to a SaaS business, and helps attract and retain executive talent in a competitive market. Potential governance considerations include the advisory (non-binding) nature of the vote, the CEO dual role as Chairman (which could influence compensation decisions), and clawback and stock ownership guidelines the company has adopted to mitigate risk. For analysts, the critical questions include whether the performance metrics and targets are sufficiently stretching, the balance between cash and equity (and PSU design), and how say-on-pay outcomes and peer benchmarking inform future compensation adjustments. Given the company’s disclosure of robust performance metrics, recoupment policy, and prior strong stockholder support, the Board frames this as a validation of their compensation framework while reserving responsiveness to stockholder feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PAULSON CO. INC. | 19.0% | 8,443,835 | $23M |
| 2 | FMR LLC | 4.3% | 1,929,067 | $5M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 1,782,348 | $5M |
| 4 | ACADIAN ASSET MANAGEMENT LLC | 3.9% | 1,733,286 | $5M |
| 5 | BlackRock, Inc. | 3.6% | 1,580,315 | $4M |
| 6 | Ancient Art, L.P. | 3.5% | 1,560,908 | $4M |
| 7 | BlackRock, Inc. | 2.9% | 1,285,623 | $4M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.8% | 1,220,276 | $3M |
| 9 | AQR CAPITAL MANAGEMENT LLC | 2.7% | 1,216,693 | $3M |
| 10 | Luxor Capital Group, LPActivist | 2.6% | 1,131,235 | $3M |
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