Not independent
Tenure on this board
0.8 yrs
3 nominees · 3 ballot items.
Elect three Class II directors; advisory approval of named executive officer compensation (say-on-pay); and ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026.
Elect three Class II directors (Aaron Simons, Joseph J. Grano, Jr., and Joanne M. Minieri) to the board for three-year terms expiring in 2029.
Non-binding, advisory approval of the compensation paid to the Company’s named executive officers (NEOs) for fiscal year 2025 as disclosed in the proxy statement (say-on-pay).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement (a standard ‘‘say-on-pay’’). Management is seeking this shareholder expression of support to validate its executive pay practices, to demonstrate alignment between pay and performance, and to inform future compensation decisions; the board explicitly states it will consider the advisory vote results. The proposal is advisory only and does not change compensation arrangements or create enforceable rights, but a negative result would trigger heightened engagement between the Compensation Committee and shareholders and could lead to program changes. The Company frames its pay program as pay-for-performance with annual and long-term incentives tied to quantitative metrics such as adjusted net trading income and adjusted EBITDA, and to qualitative goals; sizable incentive payouts shown in the disclosure reflect the Company’s strong 2025 financial performance. The Compensation Committee’s processes (use of target and maximum bonus opportunities, performance-based RSUs, and a mix of cash and equity) are described to support the board’s view that pay aligns with strategy and shareholder value. The context includes a controlled-company governance structure and recent CEO transition (promotion of Aaron Simons effective August 1, 2025) with associated sign-on and employment agreements, which increase the salience of director oversight and disclosure for investors evaluating pay arrangements. The board’s recommendation to vote FOR is based on its conclusion that the compensation program is competitive, aligned with stockholder interests, and tied to measurable Company performance, and it commits to continuing to consider stockholder feedback in future years. Given the advisory nature, investors should weigh the Company’s disclosed metrics, special sign-on payments, and severance/change-in-control protections when evaluating alignment with long-term shareowner interests.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.42% | 6,857,595 | $302M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.57% | 5,536,721 | $244M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.33% | 3,607,593 | $159M |
| 4 | FMR LLC | 2.20% | 3,408,195 | $150M |
| 5 | RENAISSANCE TECHNOLOGIES LLC | 1.89% | 2,928,768 | $129M |
| 6 | STATE STREET CORP | 1.88% | 2,908,891 | $128M |
| 7 | BlackRock, Inc. | 1.62% | 2,511,896 | $110M |
| 8 | CITADEL ADVISORS LLC | 1.30% | 2,017,373 | $89M |
| 9 | Azora Capital LP | 1.21% | 1,880,990 | $83M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.12% | 1,735,280 | $76M |
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