Independent
Tenure on this board
4.4 yrs
2 nominees · 3 ballot items.
Three proposals: (1) election of two Class I directors (Jeff T. Green and Andrea L. Cunningham); (2) a non-binding, advisory vote to approve the compensation of the Company’s named executive officers (Say-on-Pay); and (3) ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect two Class I directors (Jeff T. Green and Andrea L. Cunningham) to serve three-year terms expiring in 2029.
Advisory (non-binding) approval of the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This proposal requests an annual, non-binding advisory vote from stockholders to approve the compensation disclosed for the Company’s named executive officers (NEOs). Management is submitting the proposal to satisfy Section 14A of the Exchange Act and to continue the Company’s practice of soliciting investor feedback on pay; starting at this meeting the board changed its cadence to hold Say-on-Pay annually. The disclosed compensation mix emphasizes a pay-for-performance philosophy: significant long-term equity awards (time‑based RSAs and options and a large 2021 CEO Performance Option tied to stock price and relative TSR), annual cash incentives tied primarily to revenue performance, and governance safeguards including an independent compensation committee, an independent compensation consultant, clawback policy, stock ownership guidelines, and prohibitions on hedging and pledging. Management frames the program as aligning executives with long-term stockholder value through multi-year vesting and performance-linked instruments; the compensation committee also considered peer benchmarking and specific incentive formulas used in 2025 (revenue-based quarterly cash incentives plus a Q4 supplemental plan). Because the vote is advisory, the board is not legally bound by the outcome, but it commits to consider significant adverse voting results and engage with stockholders to address concerns. From a governance perspective, the presence of the long‑dated CEO Performance Option (with high stock price tranches and TSR modifiers) is material: it strongly ties CEO upside to sustained market outperformance but can create concentrated wealth if targets are met; the annual equity and cash plans provide recurring alignment but depend on grant sizes and vesting schedules that are front‑loaded toward retention. Key risks that an analyst should assess include whether pay delivery is overly back‑loaded into equity that may vest despite short‑term operational underperformance, the transparency and rigor of target-setting (e.g., revenue thresholds and supplemental Q4 incentives), and potential dilution from large equity pools. The board’s recommendation to vote FOR is grounded in its view that the program’s mix, governance controls, and historical pay‑for‑performance outcomes appropriately incentivize management to create long‑term shareholder value while providing mechanisms to respond to stockholder concerns.
Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 9.56% | 44,933,369 | $1.0B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.09% | 28,645,253 | $650M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.77% | 22,443,160 | $509M |
| 4 | BlackRock, Inc. | 3.47% | 16,334,803 | $371M |
| 5 | TWO SIGMA INVESTMENTS, LP | 3.01% | 14,161,321 | $321M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.68% | 12,616,161 | $285M |
| 7 | BlackRock, Inc. | 2.07% | 9,732,577 | $221M |
| 8 | Invesco Ltd. | 1.57% | 7,371,151 | $167M |
| 9 | FEDERATED HERMES, INC. | 1.54% | 7,248,490 | $164M |
| 10 | GOLDMAN SACHS GROUP INC | 1.50% | 7,039,556 | $160M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.