Independent
Tenure on this board
3.7 yrs
3 nominees · 3 ballot items.
Three management proposals: (1) elect three Class II directors (Lance A. Berry, Elizabeth S. Hanna, Jane E. Kiernan) for three-year terms; (2) advisory, non-binding approval of named executive officer compensation (Say-on-Pay); and (3) ratify Grant Thornton LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026.
Elect three Class II directors named in the proxy (Lance A. Berry, Elizabeth S. Hanna, and Jane E. Kiernan) to serve three-year terms expiring in 2029.
Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement (Say-on-Pay).
This advisory "say-on-pay" proposal asks shareholders to non-bindingly approve the compensation paid to the Company’s named executive officers as disclosed in the proxy. Management is seeking this approval to validate its overall compensation philosophy and to secure stockholder support for a program designed to attract, retain, and motivate executives while aligning pay with long-term shareholder value. The Company’s compensation program blends fixed salary, short-term annual cash incentives tied to revenue and Adjusted EBITDA, and long-term equity awards (RSUs and PSUs) that are principally tied to relative total shareholder return versus an industry index and time-based service vesting. Contextually, 2025 was a year of strategic transformation with modest revenue growth, an improved Adjusted EBITDA loss, and significant equity-based awards structured to emphasize performance (including special performance-based PSUs for certain executives); the Compensation Committee paid no annual cash bonuses for 2025 because performance fell below threshold. Given that many long-term awards are performance-based and some PSUs did not vest due to relative TSR performance, shareholders’ perceptions of pay-for-performance will likely be shaped by both the absence of 2025 cash payouts and the structure of multi-year PSU metrics. The Board frames the vote as advisory and commits to considering the outcome when setting future compensation, signaling responsiveness to investor feedback while retaining discretion to design programs it believes best support strategy and retention. The proposal therefore tests shareholder support for the company’s mix of performance metrics, retention-focused special awards, and reductions in target grant values for 2026; a FOR vote signals endorsement of management’s approach, while a substantial AGAINST vote would likely prompt the Board and Compensation Committee to re-evaluate program design, metrics, or disclosure. Overall, the proposal centers on balancing near-term financial discipline with long-term incentive structures intended to align management behavior with sustainable stockholder value creation.
Ratify the Audit Committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARMISTICE CAPITAL, LLC | 9.8% | 6,364,000 | $9M |
| 2 | GAGNON SECURITIES LLC | 8.0% | 5,201,886 | $7M |
| 3 | BANK OF AMERICA CORP /DE/ | 2.6% | 1,709,108 | $2M |
| 4 | BlackRock, Inc. | 2.6% | 1,676,335 | $2M |
| 5 | BANK OF AMERICA CORP /DE/ | 2.3% | 1,505,185 | $2M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.3% | 1,461,507 | $2M |
| 7 | BlackRock, Inc. | 2.0% | 1,324,693 | $2M |
| 8 | STATE STREET CORP | 1.9% | 1,235,518 | $2M |
| 9 | CIBC Bancorp USA Inc. | 1.9% | 1,215,920 | $2M |
| 10 | MILLENNIUM MANAGEMENT LLC | 1.8% | 1,148,115 | $2M |
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