Independent
Tenure on this board
14.3 yrs
Also a director at
Moog Inc (MOG.A)
8 nominees · 3 ballot items.
Election of eight directors; ratification of KPMG LLP as independent auditor; and a non-binding advisory vote to approve executive compensation (say-on-pay).
Elect eight directors to serve until the next Annual Meeting and until their successors are elected and qualified.
Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
Non‑binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement (say-on-pay).
This proposal asks shareholders to cast a non‑binding advisory vote approving the compensation disclosed for the Company’s named executive officers. Management is seeking this vote to obtain shareholder feedback on its executive compensation program even though the outcome is not legally binding; the Board and Compensation Committee use the result as input when designing future pay programs. The Company's 2025 program emphasizes pay-for-performance with a mix of short‑term cash incentives and long‑term equity incentives (RSUs and PSUs) and includes performance metrics such as adjusted EBITDA, free cash flow, ROIC and relative TSR with payout ranges from 0% to 200%. In 2025 the Committee modified long‑term metrics to split PSUs among adjusted EBITDA, ROIC and relative TSR to better align with strategic objectives. The Compensation Committee retained Pearl Meyer for benchmarking, and the Committee retains discretion and governance controls including clawback and share ownership guidelines to limit excessive risk‑taking. The Board points to the program’s structure and recent shareholder support (prior say-on-pay vote of 94.74% in 2025) as evidence of alignment with shareholder interests. Because the vote is advisory, management will consider the outcome and shareholder feedback when making future compensation decisions, but is not required to implement any particular change. The Board recommends a vote FOR the proposal on the basis that the disclosed program appropriately aligns executive incentives with long‑term shareholder value creation while mitigating undue risk.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.62% | 3,015,660 | $157M |
| 2 | EARNEST PARTNERS LLC | 8.83% | 2,507,136 | $131M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.26% | 1,777,475 | $93M |
| 4 | AMERICAN CENTURY COMPANIES INC | 5.09% | 1,444,239 | $75M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.53% | 1,287,771 | $67M |
| 6 | STATE STREET CORP | 3.89% | 1,104,406 | $58M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.10% | 879,989 | $46M |
| 8 | BlackRock, Inc. | 3.07% | 871,594 | $46M |
| 9 | BANK OF AMERICA CORP /DE/ | 3.04% | 864,636 | $45M |
| 10 | SEI INVESTMENTS CO | 2.77% | 785,529 | $41M |
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