Not independent
Tenure on this board
5.5 yrs
Also a director at
Arko Petroleum Corp (APC)
6 nominees · 3 ballot items.
Election of six directors; advisory vote to approve named executive officer compensation; ratification of Grant Thornton as independent registered public accounting firm.
Elect six directors to serve until the 2027 annual meeting or until their successors are elected and qualified.
Non-binding advisory vote to approve named executive officer compensation as disclosed in the proxy statement (say-on-pay).
This is a management-sponsored, advisory 'say-on-pay' proposal asking shareholders to approve, on a non-binding basis, the compensation disclosed for ARKO’s named executive officers in the proxy statement, including the CD&A, compensation tables and narrative. Management seeks this approval to validate its compensation philosophy (alignment to stakeholders, performance focus, competitiveness, simplicity and transparency) and to provide feedback for the Compensation Committee when making future pay decisions. The CD&A explains that the NEO compensation program emphasizes performance-based incentives (primarily EBITDA-linked PSUs and annual cash bonuses) and a mix of time-based RSUs to promote retention; CEO pay includes additional stock-price-based PSUs. The Board’s recommendation to vote FOR reflects its view that the program aligns pay with long-term value creation and retention needs, and that the 2025 metrics (EBITDA performance and some stock-price goals for CEO awards) are appropriate. Supporting context includes the Company’s 2025 achievement of approximately 100% of Annual Budgeted EBITDA, the Compensation Committee’s use of an independent consultant (Mercer), and prior shareholder feedback (approximately 74% support in 2025). The proposal is non-binding; even if approved, the Board retains discretion over compensation policies and awards. The principal governance issue is whether the pay program’s targets, metrics (EBITDA emphasis), and mix of cash and equity adequately align management incentives with shareholder interests given ARKO’s operational profile and related-party arrangements (e.g., ongoing commercial relationships with APC). Potential shareholder concerns include reliance on EBITDA (which management says excludes certain non-cash and non-recurring items), the CEO’s significant equity opportunity and stock-price-linked PSUs, and change-in-control and severance provisions that can yield substantial payouts. Analysts should weigh pay-for-performance metrics, historical payouts, and the company’s continuing operational integration with APC when evaluating the merits of the say-on-pay vote.
Ratify the appointment of Grant Thornton LLP as ARKO’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DAVIDSON KEMPNER CAPITAL MANAGEMENT LP | 20.6% | 23,139,671 | $129M |
| 2 | Invesco Ltd. | 3.1% | 3,456,529 | $19M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 2.4% | 2,734,451 | $15M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.4% | 2,703,535 | $15M |
| 5 | BlackRock, Inc. | 2.3% | 2,607,850 | $14M |
| 6 | ARES MANAGEMENT LLC | 1.9% | 2,110,000 | $12M |
| 7 | BlackRock, Inc. | 1.8% | 2,017,503 | $11M |
| 8 | Phoenix Financial Ltd. | 1.7% | 1,941,817 | $11M |
| 9 | STATE STREET CORP | 1.6% | 1,801,757 | $10M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.4% | 1,617,353 | $9M |
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