Independent
Tenure on this board
8.3 yrs
Also a director at
Labcorp Holdings Inc (LH)Worthington Enterprises Inc (WOR)Sherwin Williams Co (SHW)
9 nominees · 3 ballot items.
Elect nine directors; advisory vote to approve Fiscal 2025 named executive officer compensation (Say on Pay); ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for Fiscal 2026.
Elect nine director nominees to serve until the 2027 Annual Meeting of Stockholders.
Non-binding, advisory vote to approve Fiscal 2025 compensation of named executive officers as disclosed in the proxy statement.
This management proposal seeks a non-binding, advisory approval of the Company's Fiscal 2025 named executive officer compensation as disclosed in the proxy statement. Management requests shareholder endorsement of its compensation philosophy and execution, pointing to pay-for-performance design elements: majority of NEO pay is at risk, annual cash incentives tied to Adjusted EBIT and Constant Currency Net Sales, and PSAs tied to three-year average Net Sales growth, Adjusted EBIT margin, and Relative TSR. The Compensation Committee applied discretion in Fiscal 2025 — notably excluding tariff expenses and certain litigation items from Adjusted EBIT in the annual cash incentive calculations — which substantially increased annual payouts after adjustment; this discretionary treatment is explained as a response to unanticipated tariffs and litigation items largely deemed outside management’s control. The Board recommends a “FOR” vote, emphasizing strong historical stockholder support (98% approval in 2025), prudent governance features (clawbacks, stock ownership guidelines, independent compensation consultant), and overall alignment between pay and multi-year performance. Voting is advisory; the Board and Compensation Committee will consider results when setting future compensation but are not bound by the outcome.
Ratify the appointment of PwC as the Company's independent registered public accounting firm for Fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 9.71% | 4,361,304 | $549M |
| 2 | BlackRock, Inc. | 8.01% | 3,597,796 | $453M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 5.54% | 2,490,964 | $314M |
| 4 | STATE STREET CORP | 3.95% | 1,772,549 | $223M |
| 5 | BlackRock, Inc. | 3.64% | 1,633,746 | $206M |
| 6 | BBFIT INVESTMENTS PTE LTD | 3.63% | 1,632,944 | $206M |
| 7 | AMERICAN CENTURY COMPANIES INC | 3.03% | 1,361,987 | $171M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.82% | 1,264,997 | $159M |
| 9 | FMR LLC | 2.57% | 1,156,118 | $146M |
| 10 | D. E. Shaw Co., Inc.Activist | 2.44% | 1,096,104 | $138M |
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