Not independent
Tenure on this board
5.0 yrs
Also a director at
Glaukos Corp (GKOS)
9 nominees · 4 ballot items.
Election of nine directors; ratification of Ernst & Young LLP as independent auditor; advisory approval of named executive officer compensation (“say-on-pay”); approval of an amendment to the 2023 Equity Incentive Plan increasing shares.
To elect nine director nominees to serve until the 2027 Annual Meeting or until their successors are qualified.
To ratify the Audit Committee’s appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the 2026 fiscal year.
A non-binding, advisory “say-on-pay” vote to approve the 2025 compensation of the named executive officers as disclosed in the proxy statement.
This is a non-binding advisory proposal asking stockholders to approve the company’s 2025 executive compensation practices as disclosed in the proxy. Management seeks endorsement to validate its pay-for-performance philosophy, mixing cash incentives tied to testing revenue and adjusted EBITDA margin with long-term equity (50% PSUs and 50% RSUs) and robust governance features (clawbacks, no repricing without approval, stock ownership guidelines). The Compensation Committee emphasizes that incentive metrics were achieved at 118% in 2025, and that say-on-pay results historically have received strong support. The board recommends FOR, citing alignment with strategy and market practices, independent consultant input, and governance safeguards. A FOR vote signals shareholder support but is non-binding; the board will consider results in future compensation decisions.
To approve a management proposal to amend the 2023 Equity Incentive Plan to increase the share reserve by 3,500,000 shares.
Management requests shareholder approval to increase the 2023 Plan share reserve by 3.5 million shares to ensure sufficient equity for recruiting, retention, and ongoing grants. The board argues equity is essential for alignment and competitiveness, cites current available shares and burn-rate analysis, and indicates the requested amount is expected to fund awards for approximately one additional year under current assumptions. The Plan contains governance features (no evergreen, no repricing without approval, no excise tax gross-ups, double-trigger CIC protections, limits on director compensation) intended to protect stockholders. Approving the amendment would increase potential dilution by ~4.4% of outstanding shares as of 3/31/26; rejecting would constrain equity-based compensation and could force heavier reliance on cash, potentially impacting growth and retention. The board recommends FOR given perceived necessity, planning assumptions, and governance safeguards.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.3% | 8,979,870 | $289M |
| 2 | FMR LLC | 8.4% | 6,681,467 | $215M |
| 3 | Artisan Partners Limited Partnership | 6.9% | 5,496,370 | $177M |
| 4 | STATE STREET CORP | 6.3% | 5,043,590 | $162M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.6% | 4,444,730 | $143M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 3,532,232 | $114M |
| 7 | ARK Investment Management LLC | 3.8% | 3,053,818 | $98M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.5% | 2,758,387 | $89M |
| 9 | BlackRock, Inc. | 3.2% | 2,541,690 | $82M |
| 10 | WELLINGTON MANAGEMENT GROUP LLP | 2.9% | 2,279,625 | $73M |
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