Independent
Tenure on this board
0.3 yrs
12 nominees · 4 ballot items.
Election of twelve directors; Ratification of Deloitte as independent auditors; Advisory approval of executive compensation (Say-on-Pay) for 2025; Approval of Amendment No. 2 to the 2024 Omnibus Incentive Plan to increase shares by 15,000,000.
Elect twelve director nominees to serve until the next annual meeting or until their successors are elected and qualified.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for 2026.
Advisory approval of the Company’s 2025 executive compensation as disclosed in the proxy statement.
Approve Amendment No. 2 to increase the number of shares issuable under the 2024 Plan by 15,000,000 shares.
Proposal asks stockholders to approve Amendment No. 2 to the 2024 Omnibus Incentive Plan to increase the authorized share reserve by 15,000,000 shares, bringing the plan reserve to 40,760,000 shares and allowing full ISO treatment. Management seeks approval to ensure sufficient equity capacity to grant options, RSUs, PRSUs and other awards to attract, retain, and motivate employees and non-employee directors. The board argues the increase is necessary because prior amendments and strong stock performance reduced available shares to approximately 11.0 million as of March 20, 2026; without additional shares the company could not support its intended compensation programs over the next several years. The 2024 Plan includes anti-dilution and fungible share accounting, minimum vesting, prohibitions on liberal repricing and single-trigger change-in-control vesting, and clawback language; management emphasizes these governance protections in recommending the increase. The proposal is primarily governance/compensation-related rather than transaction-driven; approval also satisfies Nasdaq listing requirements for granting ISOs. The board recommends a FOR vote, asserting that the incremental dilution (estimated fully-diluted overhang of ~16.7% if all options) is reasonable relative to the need to incentivize management and achieve strategic goals; the board expects the reserve to support grants for ~2 years. Investors should weigh the dilution against the company’s use of option-heavy grants, historical share usage (4.10% in 2025), and the plan’s governance features when evaluating the merit of increasing the share reserve.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | First Eagle Investment Management, LLC | 7.55% | 15,127,933 | $175M |
| 2 | FULLER THALER ASSET MANAGEMENT, INC. | 6.39% | 12,792,518 | $148M |
| 3 | BlackRock, Inc. | 5.52% | 11,048,725 | $128M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.26% | 10,530,746 | $122M |
| 5 | Southpoint Capital Advisors LP | 4.99% | 10,000,000 | $116M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.49% | 8,999,557 | $104M |
| 7 | COOKE BIELER LP | 3.89% | 7,801,187 | $90M |
| 8 | STATE STREET CORP | 3.62% | 7,244,837 | $84M |
| 9 | LAZARD ASSET MANAGEMENT LLC | 3.35% | 6,715,763 | $78M |
| 10 | ARIEL INVESTMENTS, LLC | 3.19% | 6,386,815 | $74M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.