Not independent
Tenure on this board
6.0 yrs
3 nominees · 3 ballot items.
Three proposals: (1) election of three Class III directors, (2) ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026, and (3) a non-binding advisory vote to approve the fiscal 2025 compensation paid to the Company’s named executive officers.
Elect three Class III director nominees—Ken Hicks, Beryl Raff, and Jeff Tweedy—for a two-year term expiring at the 2028 Annual Meeting.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Non-binding, advisory vote to approve the fiscal 2025 compensation paid to the Company’s named executive officers as disclosed in the proxy statement (the 'say-on-pay' proposal).
This management proposal asks stockholders to cast a non-binding advisory vote approving the fiscal 2025 compensation disclosed for the Company’s named executive officers. Management and the Compensation Committee seek this vote as a governance best practice to solicit and gauge stockholder support for their executive pay program and to inform future compensation decisions. The 2025 program combines base salary, a performance-weighted annual cash incentive (Adj. EBIT and Net Sales as primary metrics), and a mix of time-based and performance-based RSUs (50/50 target mix) tied to multi-year Adjusted Pre-Tax Net Income and ROIC, reflecting a pay‑for‑performance design. Company-specific context includes a modest return to top-line growth in 2025 (+2.0% net sales), adjusted margin pressures, payouts under the annual bonus at ~75.7% of target, and prior strong stockholder support (over 98% in 2025). The Compensation Committee emphasizes risk-mitigation features—clawback policy, stock ownership guidelines, independent consultant engagement, and program changes for 2026 to add strategic measures and Adjusted Free Cash Flow—arguing these support alignment with long-term value creation and retention. Management frames the vote as advisory (non-binding) but states the Committee will carefully consider the outcome when setting future compensation. Opposing views (not formally presented in this proxy) would typically focus on disagreement with pay quantum, the link between realized pay and performance, or specific payout outcomes; management’s counterargument stresses the structure, performance metrics, and governance processes that produced pay decisions. Given the Company’s recent operating results, the Committee has adjusted metrics and thresholds for 2026 to address volatility and to better tie pay to cash flow and strategic objectives, which the Board cites as additional rationale for recommending a FOR vote. Overall, the proposal is a routine annual say-on-pay advisory request that allows stockholders to endorse or express concerns about executive compensation policies and outcomes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.0% | 7,060,355 | $353M |
| 2 | FMR LLC | 10.8% | 6,950,854 | $347M |
| 3 | VANGUARD GROUP INC | 10.5% | 6,756,617 | $338M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 5.9% | 3,768,864 | $188M |
| 5 | LSV ASSET MANAGEMENT | 4.8% | 3,058,855 | $153M |
| 6 | STATE STREET CORP | 4.2% | 2,715,677 | $136M |
| 7 | AMERICAN CENTURY COMPANIES INC | 3.5% | 2,280,270 | $114M |
| 8 | BlackRock, Inc. | 3.0% | 1,938,353 | $97M |
| 9 | WESTWOOD HOLDINGS GROUP INC | 2.8% | 1,793,592 | $90M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.8% | 1,788,838 | $89M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.