Independent
Tenure on this board
9.0 yrs
16 nominees · 4 ballot items.
Elect sixteen directors; ratify KPMG LLP as independent auditors for 2026; approve, on a non-binding advisory basis, the compensation of named executive officers (say-on-pay); and transact any other properly presented business.
To elect the sixteen director nominees named in the Proxy Statement, each to serve until the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K (the 'say-on-pay' vote).
This proposal requests a non-binding, advisory approval of the Company’s named executive officer compensation as disclosed in the proxy materials. Management is seeking shareholder endorsement to affirm the design and outcomes of its compensation program, which combines base salary, annual cash incentives, and long-term equity awards to align executive interests with long-term stockholder value. The Compensation Committee emphasizes pay-for-performance features, use of market benchmarking, clawback provisions, restrictions on hedging and pledging, and both short- and long-term incentive metrics tied to financial and strategic objectives. The advisory vote does not alter contractual obligations but serves as feedback for the Compensation Committee; the Committee states it will consider the vote results in future decisions. Contextually, 2025 included a merger of equals and one-time transactional arrangements (cash in lieu of stock for 2025 awards and special retention/transaction payments), which materially affected reported compensation levels and the Committee’s approach to payouts for that year. Management highlights that its programs are intended to incentivize integration and long-term performance following the Merger and that the Compensation Committee used independent consultants and peer benchmarking in setting pay. The Board recommends a FOR vote, citing successful merger execution, alignment of incentives with performance, and strong governance features (independent committee oversight, consultant input, clawback policy). In evaluating the proposal, investors should weigh the non-binding nature of the vote, the extraordinary merger-related items in 2025 compensation disclosures, and whether pay structures moving forward reestablish a typical ongoing alignment between realized pay and multi-year performance metrics.
To transact such further business as may properly come before the Annual Meeting, or any adjournment or postponement thereof (no specific additional matters are currently known).
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.5% | 8,817,465 | $265M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.1% | 5,133,932 | $154M |
| 3 | MILLENNIUM MANAGEMENT LLC | 6.1% | 5,111,881 | $153M |
| 4 | FULLER THALER ASSET MANAGEMENT, INC. | 5.7% | 4,770,552 | $143M |
| 5 | STATE STREET CORP | 5.7% | 4,753,986 | $143M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 5.5% | 4,625,919 | $139M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 3,766,184 | $113M |
| 8 | Azora Capital LP | 3.7% | 3,137,941 | $94M |
| 9 | BlackRock, Inc. | 2.8% | 2,355,143 | $71M |
| 10 | HoldCo Asset Management, LP | 2.5% | 2,061,000 | $62M |
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