Not independent
Tenure on this board
4.7 yrs
Also a director at
Metals Royalty Co Inc (TMCR)
10 nominees · 5 ballot items.
1) Set the number of directors at ten; 2) Elect ten directors; 3) Appoint Ernst & Young LLP as independent registered public accounting firm for 2026; 4) Non-binding advisory vote to approve executive compensation; 5) Non-binding advisory vote on the frequency of future advisory votes on executive compensation (1, 2, or 3 years).
Shareholders are asked to approve an ordinary resolution setting the number of directors on the board to ten for the coming year.
Election of ten nominees to the board to serve until the next annual meeting.
Appointment of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year ending December 31, 2026.
Advisory vote to approve, on a non-binding basis, the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory approval of the compensation arrangements for the named executive officers as disclosed in the proxy statement. Management explains that the executive compensation program combines base salary, annual short-term incentives and long-term equity-based incentives designed to align executives’ interests with shareholders, attract and retain talent, and integrate short-term and long-term performance metrics. The board and compensation committee recommend approval, citing a recent comprehensive review including engagement with an independent compensation consultant and shareholder approval of a prior package for the CEO. The proposal is non-binding, but the board and compensation committee state they will review voting outcomes and consider them in future decisions. Notable context includes large performance-based RSU grants and retention awards tied to stock price targets and the Company’s development-stage status with no revenue; opponents could point to outsized equity awards (including the CEO’s 20 million signing RSUs) and significant increases in "compensation actually paid" driven by share-price appreciation. A sophisticated evaluation should weigh the strong alignment features of market-based and time-based vesting against concentration of awards, potential governance concerns about CEO pay-for-performance measures that rely heavily on stock-price thresholds, and whether the compensation structure appropriately balances retention needs for a pre-commercial company against dilution and investor perceptions.
Advisory vote to select the frequency (1, 2 or 3 years) at which shareholders will hold future non-binding advisory votes on executive compensation; board recommends every two years.
This management proposal asks shareholders to indicate, on a non-binding basis, whether the advisory vote on executive compensation should occur every one, two, or three years. The board recommends a two-year frequency, arguing that biennial votes better align with the multi-year nature of their compensation programs, provide sufficient time for the board and compensation committee to consider shareholder feedback and implement changes, and reduce the administrative burden of annual votes. In analyzing this proposal, a sophisticated assessment should consider that the vote is advisory and non-binding; the board may still choose a different cadence but is likely to give weight to the plurality/majority outcome. The recommendation for a two-year cycle is typical for companies with multi-year incentive structures, but shareholders preferring more frequent accountability may prefer annual votes. The choice can signal shareholder appetite for governance oversight over compensation timing and responsiveness to pay practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FIRST MANHATTAN CO. LLC. | 3.54% | 15,315,924 | $72M |
| 2 | JANE STREET GROUP, LLC | 0.98% | 4,238,693 | $20M |
| 3 | CITADEL ADVISORS LLC | 0.84% | 3,625,901 | $17M |
| 4 | MILLENNIUM MANAGEMENT LLC | 0.71% | 3,066,178 | $14M |
| 5 | JANE STREET GROUP, LLC | 0.63% | 2,708,377 | $13M |
| 6 | Baird Financial Group, Inc. | 0.57% | 2,470,087 | $12M |
| 7 | MARSHALL WACE, LLP | 0.51% | 2,201,436 | $10M |
| 8 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.46% | 1,983,146 | $9M |
| 9 | TUDOR INVESTMENT CORP ET AL | 0.38% | 1,629,763 | $8M |
| 10 | Old West Investment Management, LLC | 0.28% | 1,204,038 | $6M |
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