For 2024, the Compensation Committee maintained our historical compensation program, given the results of our 2023 Say-on-Pay vote and broad support by more than 90% of stockholders. We value the perspective of our stockholders and during the off-season reached out to stockholders representing over 57% of our outstanding common stock.
The 2024 Compensation Program for our Named Executive Officers ("NEOs") consisted of base salary, annual cash incentives and long-term incentives ("LTI"). A significant portion of NEO compensation is performance-based and at-risk, as illustrated below. The majority of target compensation is delivered in the form of equity that vests over multiple years, including 50% of our LTI comprising performance share units ("PSUs") that vest at the end of a three-year period based on defined growth targets, 25% restricted stock units ("RSUs") and 25% stock options.
| | | | | | | | |
2024 CEO Target Compensation | | 2024 Other NEO Target Compensation (Average) |
| | |
| |
Our commitment to strong governance practices continued in 2024 as illustrated by the following:
•Commitment to a skilled director candidate pool consisting of candidates with diverse skills, experiences and backgrounds
•Board-level oversight of cybersecurity and corporate responsibility matters
•Annual election of directors
•Lead independent director
•Single class of voting stock
•Majority voting standard for directors in uncontested elections
•Proxy access by-law
•No stockholder rights plan; and if our Board were ever to adopt a stockholder rights plan in the future without prior stockholder approval, we would either submit the plan to stockholders for ratification or cause the rights plan to expire within one year
Board Nominee Composition
Our Board’s Recommendation | | | | | |
Proposal No. 1: Election of All Director Nominees | FOR |
Our Board of Directors believes that all of the director nominees listed in this proxy statement have the requisite qualifications to provide effective oversight of the Company’s business and management. | |
| | | | | |
Proposal No. 2: Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm | FOR |
Our Audit Committee and Board of Directors believe that the retention of Ernst & Young LLP as the Company's independent registered public accounting firm for 2025 is in the best interest of the Company and its stockholders. | |
| | | | | |
Proposal No. 3: Advisory Vote on Executive Compensation | FOR |
We are seeking a non-binding, advisory vote to approve, and our Board of Directors recommends the approval of, the 2024 compensation paid to our named executive officers, which is described in the section of this proxy statement entitled "Executive Compensation." | |
| | | | | |
Proposal No. 4: Proposal to Amend the Certificate of Incorporation to Eliminate a Supermajority Voting Requirement | FOR |
| The Board of Directors seeks approval to amend the certificate of incorporation to eliminate the supermajority requirement for stockholders to amend the Company’s by-laws so that stockholders could amend the Company’s by-laws by a simple majority of votes cast. | |
| | | | | |
Proposal No. 5: Proposal to Amend the Certificate of Incorporation to Provide for Officer Exculpation and Eliminate Provisions That Are No Longer Applicable | FOR |
| The Board of Directors seeks approval to amend the certificate of incorporation to provide for officer exculpation and eliminate provisions that are no longer applicable. | |
