Independent
Tenure on this board
7.5 yrs
10 nominees · 3 ballot items.
1) Elect ten directors to one-year terms; 2) Advisory (non-binding) vote to approve named executive officers’ compensation (“say-on-pay”); 3) Ratify Ernst & Young LLP as independent public accountant for 2026.
Elect ten directors to serve one-year terms and until their successors are elected and qualified.
A non-binding, advisory 'say-on-pay' vote to approve the compensation paid to the Company's named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the compensation paid to the Company’s named executive officers as detailed in the proxy statement. Management is seeking shareholder approval to validate its pay-for-performance philosophy, which combines base salary, annual cash bonuses tied to a Corporate Scorecard of absolute and relative economic return and strategic objectives, and long-term equity incentives consisting of performance-based and time-vested restricted stock units. The Compensation Committee emphasizes that a significant portion of NEO compensation is performance-based (e.g., 67% of CEO equity awards in 2025) and that the Corporate Scorecard aligns short-term incentives with absolute annual economic return, relative annual economic return vs. an Agency REIT Peer Group, and price-to-tangible book metrics, while also including strategic and operational objectives. The proposal is advisory and not binding, but the Board and Compensation Committee state they will consider the voting outcome when setting future pay practices. Contextual factors include the Company’s strong 2025 financial performance (e.g., top performance among Agency REIT peers, high economic return, and accretive capital raises) and prior strong shareholder support for say-on-pay (92% support at the 2025 meeting). The Board’s recommendation is grounded in governance protections such as independent committee oversight, use of an independent compensation consultant, stock ownership guidelines, clawback policies, and a mix of short- and long-term incentives designed to reduce excessive risk-taking. Potential investor concerns that the Board implicitly acknowledges include the absolute size of CEO and NEO compensation and the heavy use of equity awards; management counters by pointing to the performance linkages, vesting schedules, and retention objectives. Because the vote is advisory, approval would signal shareholder endorsement of the current compensation framework, while significant opposition would likely prompt substantive engagement and potential program adjustments by the Compensation Committee.
Ratify the Audit Committee’s appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 49,402,041 | $496M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.9% | 44,901,292 | $450M |
| 3 | BlackRock, Inc. | 2.4% | 27,464,920 | $275M |
| 4 | BlackRock, Inc. | 2.3% | 26,087,472 | $262M |
| 5 | UBS Group AG | 1.9% | 21,984,569 | $221M |
| 6 | STATE STREET CORP | 1.7% | 19,069,168 | $194M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.6% | 17,873,206 | $179M |
| 8 | EQUITY INVESTMENT CORP | 0.8% | 9,694,264 | $97M |
| 9 | Qube Research Technologies Ltd | 0.7% | 7,785,530 | $78M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 0.7% | 7,715,742 | $77M |
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