Independent
Tenure on this board
3.6 yrs
2 nominees · 3 ballot items.
Re-election of two directors; advisory (non-binding) approval of executive compensation (say-on-pay); and ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Re-elect two Class I director nominees, Nalin Jain and Jaco G. van der Merwe, each for three-year terms until the 2029 Annual Meeting.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers (say-on-pay).
This management proposal asks shareholders to cast an advisory "say-on-pay" vote approving the compensation of the company’s named executive officers as described in the Compensation Discussion and Analysis and related disclosures. Management seeks shareholder endorsement to validate executive pay philosophy, the balance of short-term and long-term incentives, and the specific program features (e.g., annual cash incentives tied to Adjusted EBITDA and Working Capital Turnover; LTI mix with RSUs and PSUs tied to Adjusted ROIC and relative TSR; clawback policy; stock ownership guidelines). The Board recommends voting FOR, arguing the pay program aligns executive incentives with company performance and shareholder value, emphasizes at-risk compensation, uses an independent compensation consultant, and responded to prior shareholder feedback. Context includes strong pay-for-performance metrics, recent adjustments increasing PSU weighting to better align pay with long-term performance, and robust governance features (independent oversight by an independent Compensation Committee and annual advisory votes). The vote is non-binding but influential: a strong FOR vote reinforces the Board’s compensation approach; a weak vote would likely prompt the Compensation Committee to engage shareholders and consider adjustments. Analysts should consider actual plan outcomes, recent results (e.g., 2025 AIP payout of 91.7% of target), and the company’s governance responsiveness when evaluating the practical implications of the advisory result.
Ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for calendar year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.7% | 2,462,743 | $133M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 6.0% | 1,372,768 | $74M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.9% | 1,354,988 | $73M |
| 4 | GAMCO INVESTORS, INC. ET AL | 4.8% | 1,102,286 | $59M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 996,809 | $54M |
| 6 | STATE STREET CORP | 3.8% | 873,463 | $47M |
| 7 | ACK Asset Management LLC | 3.4% | 786,500 | $42M |
| 8 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 3.3% | 759,113 | $41M |
| 9 | Harvey Partners, LLC | 2.9% | 672,200 | $36M |
| 10 | BlackRock, Inc. | 2.8% | 655,041 | $35M |
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