Independent
Tenure on this board
8.8 yrs
9 nominees · 3 ballot items.
Three proposals: (1) election of nine directors to the Board; (2) an advisory 'say-on-pay' vote to approve the Company’s executive compensation; and (3) ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.
Elect nine directors to serve one-year terms until the next annual meeting or until their successors are elected and qualified.
Non-binding, advisory vote asking stockholders to approve the Company’s executive compensation as described in the Proxy Statement.
This advisory proposal asks stockholders to approve, on a non-binding basis, the executive compensation disclosed in the Proxy Statement. Management seeks endorsement to confirm that its pay-for-performance framework—comprising base salary, an annual bonus tied to Adjusted EBITDA, time-vested RSUs, and performance-vested PSUs with multi-year stock-price hurdles—appropriately aligns executives’ incentives with long-term shareholder value. The compensation program emphasizes variable, at-risk pay (notably performance-based equity for the CEO and other NEOs) and includes clawback and ownership guidelines intended to mitigate excessive risk-taking and promote retention. Contextually, the Company experienced a CEO succession in October 2025 following the death of the founder/CEO, and the new CEO’s compensation package includes promotion-related PSUs and adjusted base pay that management argues are necessary for continuity and alignment during transition. The proposal is advisory and not binding, but the Compensation Committee will review the vote’s outcome when setting future compensation. Management’s counter-argument to any potential opposition is that the program has delivered strong financial performance (revenue growth and AEBITDA improvement in 2025), that recent awards are structured with challenging hurdles and multi-year vesting to protect long-term stockholders’ interests, and that significant portions of pay remain at risk. Voting for the proposal would signal shareholder support for the Board’s approach to linking pay with measurable company performance metrics; voting against could prompt the Compensation Committee to engage with key shareholders and potentially adjust future design features. Given the Company’s recent strong 2025 results and the emphasis on performance-contingent equity, management recommends a vote FOR, while acknowledging the advisory nature of the vote and the Board’s responsiveness to stockholder feedback.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JENNISON ASSOCIATES LLC | 5.56% | 775,779 | $33M |
| 2 | PUNCH ASSOCIATES INVESTMENT MANAGEMENT, INC.Activist | 4.64% | 647,038 | $28M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.43% | 478,016 | $20M |
| 4 | Divisadero Street Capital Management, LP | 3.36% | 469,269 | $20M |
| 5 | BlackRock, Inc. | 3.36% | 469,100 | $20M |
| 6 | AMERIPRISE FINANCIAL INC | 3.35% | 467,512 | $20M |
| 7 | BlackRock, Inc. | 2.88% | 401,481 | $17M |
| 8 | MILLENNIUM MANAGEMENT LLC | 2.64% | 368,119 | $16M |
| 9 | EMERALD ADVISERS, LLC | 2.43% | 339,669 | $15M |
| 10 | JACOBS LEVY EQUITY MANAGEMENT, INC | 2.30% | 320,678 | $14M |
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