Independent
Tenure on this board
7.6 yrs
Also a director at
Kennametal Inc (KMT)Pnc Financial Services Group Inc (PNC)
9 nominees · 3 ballot items.
Election of nine directors; advisory vote to approve named executive officer compensation (Say-on-Pay); ratification of Ernst & Young LLP as independent auditors.
Elect nine directors nominated by the Board to serve one-year terms until the 2027 Annual Meeting.
Non-binding advisory vote to approve compensation of the named executive officers as disclosed in the proxy statement (Say-on-Pay).
This non-binding management proposal asks shareholders to approve, on an advisory basis, the compensation paid to Arcosa’s named executive officers as disclosed in the proxy materials. Management seeks shareholder approval to reaffirm its executive compensation program and signal shareholder support for the pay-for-performance philosophy described in the CD&A, which ties substantial at-risk compensation to performance metrics including Adjusted EBITDA, Adjusted EBITDA Margin, Leverage, execution of strategic initiatives, and long-term PBRSU metrics (average pre-tax return on capital, cumulative adjusted EPS, and rTSR). The board recommends a vote FOR, citing strong prior shareholder support (99% in 2025) and alignment of compensation with strategy, retention, and benchmarking to peer data; the HR Committee will consider the advisory vote outcome in future compensation decisions. The advisory vote is routine for governance and does not bind the board, but serves as feedback to the HR Committee and Board on shareholder sentiment regarding pay. The board’s rationale emphasizes alignment with shareholder interests via significant at-risk pay, clawback policies, stock ownership guidelines, and independent compensation consultant engagement. The outcome may influence adjustments to incentive metrics, weighting, or pay levels in future years but will not by itself change compensation without Board action. It is an annual vote and related to the company’s broader governance and compensation practices, not a contractual change to executives’ pay.
Ratify the Board’s appointment of Ernst & Young LLP as Arcosa’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.46% | 5,136,892 | $545M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.82% | 2,857,823 | $303M |
| 3 | Neuberger Berman Group LLC | 5.45% | 2,673,845 | $284M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.48% | 2,198,324 | $233M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.48% | 2,197,893 | $233M |
| 6 | T. Rowe Price Investment Management, Inc. | 4.23% | 2,078,844 | $221M |
| 7 | STATE STREET CORP | 4.03% | 1,980,645 | $210M |
| 8 | Capital World Investors | 4.01% | 1,970,776 | $209M |
| 9 | Capital International Investors | 3.98% | 1,952,826 | $207M |
| 10 | BlackRock, Inc. | 2.88% | 1,414,329 | $150M |
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