Not independent
Tenure on this board
4.5 yrs
8 nominees · 4 ballot items.
Four proposals: (1) Election of eight director nominees; (2) Ratification of BDO USA, P.C. as independent registered public accounting firm for 2026; (3) Non-binding, advisory approval of named executive officer compensation (Say-on-Pay); and (4) Non-binding, advisory vote on the preferred frequency of future Say-on-Pay votes (Say-on-Frequency).
Elect eight nominees (Brad Hively, Karen Johnson, Mohit Kaushal, Anne McGeorge, Mark Pacala, Mark Stolper, Kimberly Tzoumakas, and Daniel Virnich) to the Board of Directors for one-year terms.
Ratify the Audit Committee’s selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote asking stockholders to approve the compensation payable to the Company’s named executive officers as disclosed in the proxy statement.
This non-binding Say-on-Pay proposal asks stockholders to approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management is seeking this vote to comply with Section 14A of the Exchange Act and to obtain shareholder feedback on its executive compensation philosophy, policies, and practices. The Board and Compensation Committee state that compensation consists of a mix of base salary, annual performance-based cash bonuses tied to corporate and individual goals, and long-term equity awards designed to align executive incentives with long-term shareholder value. The proposal does not seek approval of any specific compensation element but rather the overall named executive officer compensation disclosed in the proxy statement. Management frames the program as intended to attract, retain, and motivate senior executives while aligning pay with company performance and market practices. While advisory and not binding, the Board commits to consider the outcome and any shareholder feedback in future compensation determinations, making the vote an important governance signal. Key contextual considerations for analysis include the company’s recent pay-versus-performance disclosures showing material equity value movements, the use of multi-year vesting equity grants, severance and post-employment restrictions in employment agreements, and potential broker non-vote dynamics since the proposal is non-routine. Evaluating the proposal’s merits requires weighing whether disclosed metrics and incentive structures appropriately tie pay to performance, the prevalence of equity-based awards that may dilute shareholders, and whether the company’s governance (independent compensation committee, clawback policy) provides adequate safeguards. A FOR vote supports management’s stated alignment with shareholders and preserves the Board’s current compensation framework; a significant vote against could prompt heightened engagement or changes by the Compensation Committee.
Non-binding, advisory vote asking stockholders to indicate whether future advisory votes on named executive officer compensation should be held every one, two, or three years (or abstain); the option receiving the most votes will be the preferred frequency.
This advisory Say-on-Frequency proposal asks stockholders to indicate whether future non-binding Say-on-Pay votes should occur every one, two, or three years, with the plurality choice becoming the stockholder-preferred frequency. Management is seeking this advisory preference to comply with SEC rules under Section 14A and to obtain shareholder input on the cadence of executive compensation oversight. The Board recommends an annual (one-year) frequency, arguing that yearly advisory votes provide more timely shareholder input on recent executive compensation practices and enhance transparency and communication. The vote is purely advisory and non-binding; the Board and Compensation Committee retain discretion to set the final cadence but will consider the stockholder outcome and disclose the Board’s determination in a Form 8-K within 150 days. Material considerations include investor preferences for engagement frequency, administrative costs of conducting votes, potential for vote fatigue, and whether annual votes materially improve governance responsiveness relative to biannual or triennial options. For investors, a vote for "ONE YEAR" signals desire for frequent engagement and quicker feedback loops regarding pay practices; votes for longer intervals may reflect confidence in current governance or desire to reduce administrative burden. The company’s governance context—independent compensation committee, clawback policy, disclosed pay-versus-performance metrics—affects how meaningful an annual advisory vote will be in shaping compensation decisions. Given the advisory nature, the practical impact of the vote depends on the magnitude of shareholder support; a clear, large-margin preference against management’s recommendation could prompt the Board to reconsider frequency and engagement practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.5% | 3,476,781 | $11M |
| 2 | DEERFIELD MANAGEMENT COMPANY, L.P. | 3.4% | 3,360,052 | $10M |
| 3 | Kanen Wealth Management LLC | 2.8% | 2,777,858 | $9M |
| 4 | BlackRock, Inc. | 2.7% | 2,742,544 | $8M |
| 5 | JOSH ARNOLD INVESTMENT CONSULTANT, LLC | 2.5% | 2,464,359 | $8M |
| 6 | BALYASNY ASSET MANAGEMENT L.P. | 1.8% | 1,826,370 | $6M |
| 7 | WEXFORD CAPITAL LP | 1.7% | 1,711,323 | $5M |
| 8 | CenterBook Partners LP | 1.6% | 1,568,423 | $5M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.5% | 1,504,378 | $5M |
| 10 | STATE STREET CORP | 1.5% | 1,461,454 | $4M |
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