Independent
Tenure on this board
12.2 yrs
2 nominees · 3 ballot items.
Elect two Class II directors; ratify PricewaterhouseCoopers LLP as independent auditor for 2026; and approve, on an advisory non-binding basis, the Company’s named executive officer compensation as disclosed in the proxy statement.
Elect Michael Earley and Veronica Hill-Milbourne as Class II directors to serve three-year terms expiring in 2029.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory, non-binding vote to approve the Company’s compensation of its named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding, advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement. Management seeks this endorsement to validate its pay programs and to demonstrate shareholder support for compensation structures that the Compensation Committee has designed to align executive incentives with Company performance. The Company’s executive pay framework for 2025 relied heavily on performance-based cash and equity awards tied to Adjusted EBITDA, with threshold/target/maximum payout ranges (50%/100%/150%) relative to preset Adjusted EBITDA goals and linear interpolation within those ranges. The Compensation Committee engaged an independent consultant (FW Cook) and used a peer group to benchmark pay, while also implementing special retention grants and amended employment agreements to secure key executives’ continued service; these measures increase retention but may raise governance scrutiny. The vote is advisory and non-binding, but the Board has requested it and will consider the outcome when setting future compensation. The Board’s recommendation to vote FOR emphasizes its view that the Compensation Discussion and Analysis demonstrates an appropriate balance between short-term cash incentives and longer-term equity that vests over multiple years, aligning management’s financial upside with shareholder returns. Potential investor concerns include the size of special retention awards and change-in-control severance protections, but management notes recoupment policies and use of performance-based metrics as mitigating features. Given the Company’s recent performance metrics (e.g., Adjusted EBITDA and the use of objective financial goals) and the Compensation Committee’s oversight, a FOR vote is presented as supporting continuity of the current pay design while retaining committee discretion to adjust plan parameters in response to shareholder feedback or changing business conditions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.45% | 1,951,228 | $183M |
| 2 | Capital Research Global Investors | 8.23% | 1,535,324 | $144M |
| 3 | WASATCH ADVISORS LP | 4.65% | 867,825 | $81M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.20% | 784,411 | $73M |
| 5 | SILVERCREST ASSET MANAGEMENT GROUP LLC | 3.91% | 729,196 | $68M |
| 6 | STATE STREET CORP | 3.86% | 721,247 | $68M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.78% | 705,136 | $66M |
| 8 | BlackRock, Inc. | 3.64% | 679,941 | $64M |
| 9 | PRINCIPAL FINANCIAL GROUP INC | 2.32% | 433,437 | $41M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.24% | 417,465 | $39M |
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