Not independent
Tenure on this board
27.8 yrs
8 nominees · 4 ballot items.
Election of eight directors; advisory vote to approve named executive officer compensation; approval of amendment to 2019 Stock Incentive Plan to add 2,750,000 shares and other changes; ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm.
Elect eight directors to serve until the 2027 Annual Meeting.
Non-binding advisory approval of named executive officers’ compensation as disclosed in the proxy statement.
The proposal asks shareholders to cast a non-binding advisory vote to approve the company’s executive compensation as disclosed in the proxy. Management seeks this vote to gauge shareholder support for compensation programs and to demonstrate responsiveness to shareholder feedback; the Compensation Committee uses peer benchmarking and an independent consultant, Pearl Meyer, to set pay elements. The compensation program emphasizes performance-based pay (large portion equity and bonuses tied to revenue and strategic goals), includes clawback and stock ownership guidelines, and has limits like maximum bonus caps and no repricing without shareholder approval. The Board recommends a "FOR" vote, arguing that the program aligns management incentives with shareholder value, supported by strong 2025 financial performance (notably revenue growth and positive cash flow) and prior high say-on-pay support.
Increase share reserve by 2,750,000 shares, extend plan term to June 1, 2036, add minimum one-year vesting for awards granted on/after Jan 1, 2027, and provide double-trigger vesting on change in control.
The proposal asks shareholders to approve an amendment to the 2019 Plan to add 2,750,000 shares, extend the plan term to 2036, impose a one-year minimum vesting for awards granted on or after Jan 1, 2027 (with limited exceptions), and adopt double-trigger vesting on change-in-control events. Management seeks approval because the current share reserve would constrain the company’s ability to grant equity to its rapidly expanded workforce (headcount grew from ~92 at IPO to 898 at year-end 2025) and to remain competitive for talent; the board calculated historical burn rates and expects the proposed increase to provide 1–2 years of runway. The Amended Plan also presents governance protections: no evergreen provision, no liberal share recycling, no repricing without shareholder approval, director compensation limits, and restrictions on dividends on unvested awards. The Board recommends a FOR vote, framing the change as essential to compensate and retain employees while maintaining governance safeguards.
Ratify PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal year ending Dec 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 12.8% | 4,427,625 | $440M |
| 2 | BlackRock, Inc. | 10.7% | 3,689,166 | $367M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.6% | 1,919,535 | $191M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 1,478,152 | $147M |
| 5 | STATE STREET CORP | 3.8% | 1,319,479 | $131M |
| 6 | BlackRock, Inc. | 3.1% | 1,061,280 | $106M |
| 7 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 2.6% | 885,841 | $88M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 720,331 | $72M |
| 9 | Invesco Ltd. | 2.0% | 704,932 | $70M |
| 10 | Hood River Capital Management LLC | 2.0% | 699,770 | $70M |
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