Not independent
Tenure on this board
2.6 yrs
8 nominees · 4 ballot items.
Elect eight directors; advisory approval of named executive officer compensation (Say on Pay); ratify PricewaterhouseCoopers LLP as independent auditor; and approve the 2026 Stock Incentive Plan to replace the 2017 plan.
Election of eight individuals — James G. Kelly, Janet Haugen, Irv Henderson, Kirk Larsen, Laura Miller, Kevin Reddy, Laura Sen and Jeffrey Sloan — each to serve until the next annual meeting and until their successor is duly elected and qualifies.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy materials.
This non-binding advisory proposal asks stockholders to approve the compensation of the named executive officers as disclosed in the proxy materials. Management frames the program as pay-for-performance with a mix of base salary, short‑term cash incentives (the MIP) and long‑term equity awards (LTIP comprised of time‑based and performance‑based RSUs) designed to align executives with stockholder interests while mitigating excessive risk. The Compensation and Human Resource Committee sets targets and performance metrics (Adjusted EBITDA, revenue and a strategic scorecard) and retained an independent consultant to benchmark compensation. Although the vote is advisory, the Committee and Board state they will consider the result and investor feedback in future program design; the filing notes a prior Say on Pay approval of over 91% in 2025. The Company discloses that 2025 MIP funding was limited by threshold miss on financial metrics and that the Committee exercised negative discretion resulting in no cash MIP payouts for 2025, illustrating active oversight. The proposal provides context on pay elements, performance metrics, clawback policies and stock ownership guidelines so investors can assess alignment. The Board recommends a “FOR” vote, arguing the disclosed compensation program supports long‑term value creation, retention of key talent, and appropriate risk management. For a sophisticated evaluation, key considerations are the degree of at‑risk pay (high for the CEO), the mix and rigor of performance metrics, discretionary adjustments used in 2025, and the company’s responsiveness to shareholder feedback.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve the 2026 Stock Incentive Plan to replace the Company’s 2017 Stock Incentive Plan (which expires May 2027); if approved, up to 10,700,000 shares (less reductions for interim grants) will be reserved for future awards.
This proposal seeks shareholder approval of a successor equity plan that would replace the expiring 2017 Stock Incentive Plan and reserve up to 10.7 million shares (reduced by one share for each share subject to certain interim 2017 Plan awards) for future grants. Management argues approval is necessary to continue customary equity compensation practices that support attraction, retention and long‑term alignment of employees and service providers, especially given competitive demand for talent (including AI and product development roles). The filing provides a detailed justification: historical burn rates (three‑year average ≈3.0%), overhang (~22.6% before and ~19.4% after approval), expected share‑pool duration (roughly one to two years at historic run‑rates), and a rationale that the requested reserve is reasonable relative to anticipated grant needs. Governance protections in the proposed plan are highlighted — no evergreen provision, limited recycling of shares, a $1 million annual director pay cap, a one‑year minimum vesting requirement with limited exceptions, prohibition on dividends or dividend equivalents prior to vesting, prohibition on repricing without shareholder approval, double‑trigger change‑in‑control vesting mechanics, and clawback language — all intended to limit dilution and align grants with long‑term performance. The Board recommends a “FOR” vote, arguing the plan balances the need to grant equity for recruitment and retention with specific anti‑dilution and governance safeguards. Analysts evaluating the proposal should weigh the plan’s structural protections and the company’s disclosure on burn rate/overhang against the dilution impact and the company’s future hiring and grant practices, which determine the true longevity of the share pool.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Greenhouse Funds LLLP | 14.3% | 19,712,414 | $125M |
| 2 | BlackRock, Inc. | 11.6% | 15,926,827 | $101M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.7% | 10,596,035 | $67M |
| 4 | SHAPIRO CAPITAL MANAGEMENT LLC | 7.5% | 10,325,760 | $65M |
| 5 | FULLER THALER ASSET MANAGEMENT, INC. | 4.7% | 6,463,494 | $41M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 6,217,595 | $39M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 4.4% | 6,013,192 | $38M |
| 8 | STATE STREET CORP | 4.2% | 5,748,883 | $36M |
| 9 | First Pacific Advisors, LP | 3.9% | 5,405,082 | $34M |
| 10 | BlackRock, Inc. | 3.2% | 4,434,424 | $28M |
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