Independent
Tenure on this board
7.5 yrs
4 nominees · 4 ballot items.
Election of four Class II directors; Ratification of Deloitte & Touche LLP as independent auditors; Advisory (non-binding) approval of named executive officer compensation; Approval of Amendment No.1 to the 2023 Long‑Term Incentive Plan (increase shares by 6,000,000 and extend term); and other business as may properly come before the meeting.
Election of four Class II directors (Michael J. Cody, Dr. Abraham Ludomirski, John Malvisi, Raanan Zilberman) to hold office until the 2029 Annual Meeting.
Ratify the Audit Committee’s appointment of Deloitte & Touche 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 (say-on-pay).
The advisory proposal asks shareholders to approve, on a non-binding basis, the company's disclosed executive compensation for Named Executive Officers as set forth in the Compensation Discussion and Analysis and related tables. Management seeks advisory approval to validate its compensation philosophy and structure — which ties pay to adjusted EBITDA margin, adjusted gross profit margin, transformation and individual scorecards, and long-term equity-based awards (including PBRSUs tied to relative TSR) — as designed to attract, retain, and incentivize executives while discouraging excessive risk. The Compensation Committee uses market benchmarking and independent consultant input to set pay levels and has implemented governance features such as caps on incentive payouts, equity vesting schedules, stock ownership guidelines, clawback policy, and double-trigger change-in-control treatment for assumed awards. The company recommends a vote FOR and emphasizes that the 2025 say-on-pay received strong shareholder support previously, which the Committee interpreted as an endorsement and used to maintain its approach; however, the vote is non-binding and the Board will consider results in future compensation decisions.
Approve Amendment No.1 to the 2023 Plan to increase shares available under the plan by 6,000,000 shares and extend the plan term to February 25, 2036, plus related clarifying changes.
The management proposal requests shareholder approval to amend the company's 2023 Long-Term Incentive Plan by (i) adding 6,000,000 shares to the plan reserve, (ii) extending the plan term by approximately three years, and (iii) clarifying certain operational provisions such as automatic exercise applicability. Management frames the amendment as necessary because the current reserve is nearly exhausted and future equity grants are central to the company's strategy for attracting, retaining, and motivating employees, executives, and directors. Approval would preserve the company's ability to grant RSUs, PBRSUs, phantom stock units and other awards that align employee incentives with shareholder value, including long-term performance metrics (rTSR) and time-based vesting, while avoiding greater reliance on cash compensation which could constrain capital for growth. The Board recommends a FOR vote, noting that the amendment does not permit repricing without shareholder approval, includes director compensation limits, and includes share recycling and anti-dilution adjustments; it also explains typical governance protections, tax-compliance sub-plans for foreign jurisdictions, and that the Committee will administer awards with discretion over terms, vesting, and adjustment in the event of corporate transactions or change-in-control events.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.75% | 13,276,623 | $239M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.64% | 10,397,234 | $187M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.08% | 6,914,588 | $124M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.08% | 5,558,048 | $100M |
| 5 | Woodline Partners LP | 3.64% | 4,952,395 | $89M |
| 6 | STATE STREET CORP | 3.53% | 4,808,876 | $87M |
| 7 | AMERICAN CENTURY COMPANIES INC | 2.75% | 3,745,669 | $67M |
| 8 | BlackRock, Inc. | 2.55% | 3,465,014 | $62M |
| 9 | DEPRINCE RACE ZOLLO INC | 2.34% | 3,181,050 | $57M |
| 10 | T. Rowe Price Investment Management, Inc. | 1.99% | 2,707,901 | $49M |
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