Independent
Tenure on this board
7.4 yrs
Also a director at
Ceribell Inc (CBLL)
9 nominees · 3 ballot items.
Election of nine directors; advisory approval of executive compensation (say-on-pay); approval of amended 2023 Long-Term Incentive Plan to increase share reserve; approval to amend Certificate of Incorporation to permit removal of directors with or without cause (Section 141(k) amendment); approval to amend Certificate of Incorporation to exculpate officers and other DGCL updates; ratification of Ernst & Young LLP as independent registered public accounting firm.
To elect nine directors to serve for a one-year term expiring at the 2027 annual meeting of stockholders.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
The proposal asks shareholders to cast a non-binding advisory vote approving the compensation of named executive officers as detailed in the CD&A and compensation tables. Management seeks this vote to solicit shareholder feedback and demonstrate alignment of executive pay with company performance and governance principles. The board emphasizes pay-for-performance features—short-term cash incentives tied to financial and product milestones and long-term equity awards including PSUs tied to Adjusted EBITDA margin and TSR—designed to align executive interests with long-term shareholder value. The board recommends a FOR vote, noting that the vote is advisory but that it will consider results and stockholder feedback in future compensation decisions. The context includes prior strong shareholder support in 2025 (97.14% approval) and recent changes to compensation governance (e.g., increased PSU weighting, clawback policy, no repricing without shareholder approval).
To approve amendments to the Company’s 2023 Long-Term Incentive Plan to increase the number of shares authorized for issuance under the plan by 3,260,000 shares.
Management seeks shareholder approval to increase the share reserve under the 2023 Long-Term Incentive Plan by 3,260,000 shares to support ongoing equity-based compensation for employees, officers and non-employee directors. The board justifies the increase by referencing retention and recruitment needs, historical share usage and burn rate analysis, consultant (WTW) benchmarking, and plan governance features (minimum 12-month vesting, no evergreen, prohibitions on liberal recycling, no repricing without shareholder approval, director limits, clawback). The proposal is material because it dilutes existing shareholders modestly but enables ongoing incentive alignment; management frames the request as consistent with market practice and necessary to sustain the company’s pay-for-performance compensation strategy. The board recommends a FOR vote and notes the plan contains safeguards intended to protect shareholders while allowing flexibility in compensation.”},{
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.84% | 7,428,041 | $142M |
| 2 | Sessa Capital IM, L.P. | 6.90% | 4,730,757 | $91M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.83% | 3,993,333 | $77M |
| 4 | ArrowMark Colorado Holdings LLC | 4.53% | 3,103,609 | $59M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.43% | 3,038,919 | $58M |
| 6 | GW Investment Management, LLC | 3.92% | 2,689,106 | $52M |
| 7 | STATE STREET CORP | 3.88% | 2,662,260 | $51M |
| 8 | DRIEHAUS CAPITAL MANAGEMENT LLC | 3.36% | 2,304,414 | $44M |
| 9 | CITADEL ADVISORS LLC | 3.20% | 2,192,667 | $42M |
| 10 | BlackRock, Inc. | 3.17% | 2,172,022 | $42M |
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