Independent
Tenure on this board
3.3 yrs
Also a director at
Metlife Inc (MET)Vertex Pharmaceuticals Inc (VRTX)
3 nominees · 3 ballot items.
Election of three Class II directors; Ratification of Ernst & Young LLP as independent registered public accounting firm for 2026; Advisory (non-binding) vote to approve the compensation paid to the Company’s named executive officers (Say-on-Pay).
Elect three Class II directors (Diana McKenzie, Karen McLoughlin, and Ronald Williams) to serve three-year terms expiring at the 2029 Annual Meeting.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory 'Say-on-Pay' vote to approve the compensation of the Company’s named executive officers as disclosed in this proxy statement.
This non-binding advisory proposal asks stockholders to approve the overall compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to confirm its compensation philosophy, which emphasizes pay-for-performance through a mix of at-risk annual cash incentives and long-term equity awards (RSUs, stock options and a two-year Transformational Award tied to Adjusted EBITDA), and to validate recent program changes made after the 2025 leadership transition. The Board and the Compensation Committee point to adjustments such as simplification of the annual bonus metrics, increased focus on Adjusted EBITDA and operational efficiency, elimination of the medical margin modifier, and a move to three-year ratable vesting to strengthen alignment with near-term profitability and retention. Contextual factors informing the proposal include the July 2025 CEO transition, strategic market exits, below-target Adjusted EBITDA outcomes in recent years, and the Committee’s use of discretion in bonus funding to balance retention and stockholder outcomes. The proposal is advisory and non-binding, but management represents that it will consider the outcome in future compensation design and governance decisions. Management recommends a vote FOR, arguing that the mix of metrics and the Transformational Award appropriately reward execution toward restoring profitability while encouraging long-term value creation. A sophisticated analyst should weigh the program’s emphasis on Adjusted EBITDA (a non-GAAP measure), the committee’s exercised discretion in prior payouts, and the presence of significant one-time and transitional awards when assessing alignment between realized pay and realized company performance. The vote serves as a governance signal about stockholder tolerance for the Committee’s recent use of discretion, the company’s strategic trade-offs between growth and margin, and the effectiveness of compensation as a tool for executive retention during a leadership transition.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Clayton, Dubilier Rice, LLC | 24.0% | 4,000,000 | $32M |
| 2 | MORGAN STANLEY | 12.4% | 2,068,404 | $16M |
| 3 | North Peak Capital Management, LLC | 9.3% | 1,545,537 | $12M |
| 4 | GOLDMAN SACHS GROUP INC | 6.0% | 1,003,933 | $8M |
| 5 | AQR CAPITAL MANAGEMENT LLC | 5.7% | 956,822 | $8M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.2% | 538,536 | $4M |
| 7 | D. E. Shaw Co., Inc.Activist | 2.7% | 452,012 | $4M |
| 8 | BlackRock, Inc. | 2.6% | 429,726 | $3M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.2% | 364,499 | $3M |
| 10 | BlackRock, Inc. | 2.2% | 363,463 | $3M |
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