Independent
Tenure on this board
2.4 yrs
4 nominees · 3 ballot items.
Election of four directors; ratification of Deloitte as independent auditors; advisory approval of named executive officer compensation.
Elect four Class II director nominees (Stacey Coopes, Jeffrey A. Ishbia, Laura Lawson, Isiah Thomas) to serve three-year terms.
Ratify appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Non-binding, advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the Company’s 2025 executive compensation as disclosed in the proxy statement. Management seeks this approval to satisfy Dodd-Frank “Say on Pay” requirements and to confirm alignment between pay and performance, emphasizing that their compensation framework ties significant pay to performance metrics (Captains Annual Bonus Plan, LTIP, and equity awards). The board recommends a FOR vote and justifies it by describing robust performance-linked components, substantial at-risk pay for executives (94% for CEO, average 71% for others), and historical strong stockholder support (>95% in 2025). The proposal is non-binding, but management states it will consider the vote result when setting future compensation. The analytical summary expands on the rationale, the governance context (controlled company structure, compensation committee composition and processes), and notes potential controversies around high CEO pay and wide pay ratios, recommending consideration of pay-for-performance alignment, director oversight, and shareholder influence via the advisory vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 1.7% | 26,481,786 | $96M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.7% | 11,135,266 | $40M |
| 3 | Freestone Grove Partners LP | 0.6% | 9,759,126 | $35M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.6% | 9,596,819 | $35M |
| 5 | KING STREET CAPITAL MANAGEMENT, L.P. | 0.5% | 7,799,000 | $28M |
| 6 | TWO SIGMA INVESTMENTS, LP | 0.5% | 7,693,464 | $28M |
| 7 | BlackRock, Inc. | 0.4% | 6,118,149 | $22M |
| 8 | Diameter Capital Partners LP | 0.4% | 5,800,000 | $21M |
| 9 | GOLDMAN SACHS GROUP INC | 0.3% | 5,414,472 | $20M |
| 10 | Integrated Investment Consultants, LLC | 0.3% | 5,371,582 | $19M |
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