0001104659-26-053022
SEC filingCompensation restructuring emphasized performance alignment, with director compensation entirely equity-based to reinforce long-term shareholder value.
Non-employee director compensation in 2025 consisted entirely of stock awards, with no cash fees. Directors received annual and quarterly RSUs that vest over time, aligning their interests with long-term shareholder value. The board includes three independent directors (Hawkins, Tahir, Fleming) and one non-independent director (Moradi), with Jamil Tahir serving as Lead Independent Director. The Audit Committee, chaired by Tahir, oversees financial reporting and risk management, including cybersecurity and data privacy risks.
This compensation structure reinforces the company's commitment to governance best practices by eliminating cash retainers and tying director compensation directly to equity performance. The use of time-vesting RSUs ensures that directors maintain a long-term perspective, as their compensation is contingent on continued service and stock price appreciation. The board's composition, with a majority of independent directors and a designated lead independent director, provides robust oversight of management and strategic direction. The Audit Committee's expanded responsibilities to include cybersecurity and data privacy risks reflect the growing importance of these areas in the company's risk profile. Overall, the director compensation and board structure support strong governance and alignment with shareholder interests.