Independent
Tenure on this board
1.6 yrs
3 nominees · 3 ballot items.
Election of three Class II directors; advisory (non-binding) approval of named executive officer compensation (say-on-pay); and ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Elect three nominees as Class II directors to serve until the 2029 Annual Meeting.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s disclosed compensation of named executive officers (the “say-on-pay” vote). Management seeks shareholder endorsement to validate its executive pay framework, which for 2025 combined base salary, performance-weighted annual cash bonuses tied to revenue and Adjusted EBITDA, time-vesting RSUs, and performance-based RSUs (PSUs) that paid out at 133.95% of target based on 2025 results. The Compensation Committee emphasizes pay-for-performance alignment using peer benchmarking, an independent compensation consultant (Meridian), and a mix of cash and equity to attract, retain and incentivize executives while protecting shareholder interests. The board frames this vote as a ratification of its process—targeting median market pay with upside/downsides linked to corporate metrics—and intends to consider the outcome when making future decisions. The vote is non-binding, so even if approved it does not legally compel management to maintain the exact program, but a negative result could trigger substantive changes and further engagement. Company-specific context includes strong 2025 operational performance (26% revenue growth, improved Adjusted EBITDA and margin expansion), the recent CEO succession plan (effective July 1, 2026) and substantial PSU/RSU awards used to support retention during transition. Management argues the 2025 compensation outcomes reflect measured reward for improved financial performance, while critics could point to the absolute level of equity grants and severance/change-in-control protections as potential governance concerns. The board recommends a FOR vote, citing rigorous peer analysis, use of independent advisors, and the demonstrated link between awarded compensation and company financial targets as justification. Given the advisory nature, the board commits to taking stockholder feedback into account when setting future pay policies and maintaining disclosure transparency.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRIMECAP MANAGEMENT CO/CA/ | 12.3% | 6,495,497 | $265M |
| 2 | EVENTIDE ASSET MANAGEMENT, LLC | 5.6% | 2,960,239 | $121M |
| 3 | FMR LLC | 5.4% | 2,837,525 | $116M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.8% | 1,983,096 | $81M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 1,980,754 | $81M |
| 6 | AMERIPRISE FINANCIAL INC | 3.3% | 1,716,148 | $70M |
| 7 | BlackRock, Inc. | 3.0% | 1,591,456 | $65M |
| 8 | FIRST TRUST ADVISORS LP | 3.0% | 1,575,201 | $64M |
| 9 | DRIEHAUS CAPITAL MANAGEMENT LLC | 2.9% | 1,512,855 | $62M |
| 10 | BlackRock, Inc. | 2.6% | 1,342,505 | $55M |
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