Not independent
Tenure on this board
15.0 yrs
Also a director at
Intuit Inc (INTU)Servicenow Inc (NOW)
2 nominees · 3 ballot items.
Elect two Class I directors (Eric S. Yuan and Lieut. Gen. H.R. McMaster); ratify KPMG LLP as the independent registered public accounting firm for fiscal year ending January 31, 2027; and hold an advisory (non‑binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Elect the two nominees for Class I directors, Eric S. Yuan and Lieut. Gen. H.R. McMaster, to serve three‑year terms expiring at the 2029 annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
Non‑binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say‑on‑Pay).
This advisory (non‑binding) proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narrative. Management is seeking this vote to secure stockholder feedback on the overall structure, philosophy and outcomes of executive pay and because such advisory votes are required under the Dodd‑Frank Act and applicable SEC rules. The Company faces company‑specific context: during fiscal 2026 it shifted toward increased performance cash incentives, reduced the size of annual performance equity awards, and began transitioning from multi‑year refresh equity grants to an annual refresh program to address stockholder concerns about dilution and alignment. The Compensation Committee tied fiscal 2026 incentives to rigorous financial metrics (revenue and non‑GAAP income from operations) and set payout formulas and caps designed to emphasize pay‑for‑performance; the same metrics were used for both cash bonuses and performance‑vesting RSUs in that year, though the Company has since moved more fully to cash‑based short‑term incentives. Management’s case is that these changes better align incentives with shareholder value creation, limit dilution, and reflect competitive market practices. Critics or concerned stockholders could point to historical large equity grants and potential volatility in realized pay tied to equity valuations as reasons to scrutinize compensation; however, the Company reports having engaged with major institutional investors and adjusted practices in response to feedback (including eliminating supplemental grants and altering refresh timing). The Board recommends a vote FOR because it believes the current program balances retention, market competitiveness, and alignment with stockholder interests, and because the Compensation Committee retains discretion to refine programs based on stockholder feedback and evolving business conditions. Although the vote is advisory and non‑binding, management will consider the outcome when setting future compensation policies and awards. Overall, the proposal represents a routine governance touchpoint that encapsulates recent compensation changes intended to emphasize performance, manage dilution, and respond to investor input.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.57% | 13,402,043 | $1.1B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.92% | 11,490,856 | $924M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 2.81% | 8,235,817 | $652M |
| 4 | STATE STREET CORP | 2.67% | 7,828,632 | $629M |
| 5 | BlackRock, Inc. | 2.24% | 6,581,217 | $529M |
| 6 | BlackRock, Inc. | 2.18% | 6,406,888 | $515M |
| 7 | JPMORGAN CHASE CO | 1.97% | 5,777,907 | $455M |
| 8 | FMR LLC | 1.74% | 5,098,540 | $410M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.55% | 4,549,017 | $368M |
| 10 | T. Rowe Price Investment Management, Inc. | 1.43% | 4,181,467 | $336M |
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