Not independent
Tenure on this board
13.9 yrs
8 nominees · 3 ballot items.
Election of Class I directors; ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2026; and an advisory (non-binding) vote to approve the compensation of the company’s named executive officers.
Elect the Class I director nominees named in the proxy statement to serve three-year terms expiring in 2029.
Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement, including the CD&A, compensation tables and narrative discussion.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the company’s executive compensation disclosure and program for the named executive officers as described in the proxy statement. Management is seeking shareholder approval to validate its pay-for-performance approach, which combines base salary, an Annual Incentive Plan tied to revenue, adjusted free cash flow and strategic business objectives, and long-term equity awards (RSUs and PSUs) weighted toward performance metrics such as relative TSR and revenue CAGR. The company emphasizes that a large portion of CEO and other NEO pay is at-risk and contingent on multi-year performance, and highlights recent adjustments to salary, bonus funding, and equity mix intended to remain competitive while reinforcing retention and alignment with shareholder value. The board and compensation committee point to robust governance features—independent compensation committee, independent consultant, clawback policy, stock ownership guidelines, no hedging/pledging and an annual say-on-pay vote—as reasons supporting the recommendation. Management also cites 2025 business highlights (revenue growth, strong cash position, product launches and execution) to justify compensation outcomes and the 93% corporate bonus funding in 2025. The advisory vote is non-binding, but the board states it will consider the outcome in future compensation decisions and use stockholder feedback obtained through outreach to inform program design. Key areas of potential shareholder concern include the use of multi-year performance metrics that have historically resulted in no PSU payouts to date, the balance of cash versus equity, and the CEO’s pay positioning relative to peers; the proxy materials disclose peer group selection, target percentiles, and specifics of PSU performance thresholds to address these issues. In recommending a FOR vote, the board frames the program as calibrated to drive long-term growth, align management incentives with stockholder interests, and maintain competitive retention—while reserving discretion to adjust design based on stockholder input and evolving business circumstances.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 12.05% | 15,300,943 | $325M |
| 2 | ARK Investment Management LLC | 9.23% | 11,717,317 | $249M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.45% | 6,912,936 | $147M |
| 4 | Quantinno Capital Management LP | 4.26% | 5,411,761 | $115M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.15% | 5,269,586 | $112M |
| 6 | Sumitomo Mitsui Trust Group, Inc. | 4.03% | 5,110,214 | $108M |
| 7 | Amova Asset Management Americas, Inc. | 4.02% | 5,104,178 | $108M |
| 8 | BlackRock, Inc. | 3.81% | 4,838,083 | $103M |
| 9 | BlackRock, Inc. | 2.75% | 3,495,704 | $74M |
| 10 | GOLDMAN SACHS GROUP INC | 2.22% | 2,822,295 | $60M |
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