Independent
Tenure on this board
14.4 yrs
6 nominees · 3 ballot items.
Shareholders will vote to elect six directors for one-year terms, provide a non-binding advisory vote to approve 2025 executive compensation, and ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Elect six director nominees—Lawrence M. Alleva, Joshua Bekenstein, Stephen H. Kramer, David H. Lissy, Laurel J. Richie, and Jennifer Schulz—to one-year terms expiring at the 2027 Annual Meeting.
Non-binding, advisory vote to approve the 2025 compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This is a non-binding advisory ‘say-on-pay’ proposal asking shareholders to approve the overall 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to confirm shareholder support for its compensation philosophy and practices, which emphasize a pay-for-performance mix with substantial long-term equity and performance-based awards. For 2025 the Compensation Committee structured executive pay with a mix of base salary, annual cash bonuses tied 50% to individual performance and 50% to corporate metrics (Adjusted EBITDA and Adjusted EPS), and long-term incentive awards composed of RSUs, PRSUs and options (with PRSUs tied to multi-year Adjusted EBITDA growth). Management highlights governance features—clawback policy, a 3x cap on corporate bonus payouts, stock ownership guidelines, independent committee oversight, and engagement with shareholders—and points to strong historical shareholder support (approximately 94.2% in 2025) as evidence that the program is appropriate. The proxy also discloses planned changes for 2026 to shift LTIP composition toward a greater percentage of performance-based equity (50% PRSUs / 50% RSUs) and adjustments to certain target award sizes for retention and market alignment, including an increase in the CEO’s LTIP target. From an analytical perspective, the proposal raises questions about the balance between fixed and at-risk pay, the adequacy and rigor of performance targets (which are based on non-GAAP measures such as Adjusted EBITDA and Adjusted EPS), and recent pay outcomes relative to TSR and other performance indicators; management argues that its mix and metrics align pay with both short- and long-term operational performance while limiting windfalls via caps and clawbacks. The vote is advisory and non-binding; however, the Compensation Committee has stated it will consider the outcome when setting future compensation. For an investor or analyst evaluating the merits, key considerations include the transparency and calibrations of the performance measures, the effects of the 2026 LTIP shift toward PRSUs on incentive alignment, recent shareholder support levels, and whether realized pay has meaningfully tracked underlying economic performance and shareholder returns.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AQR CAPITAL MANAGEMENT LLC | 6.27% | 3,300,597 | $269M |
| 2 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 6.18% | 3,250,180 | $267M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.74% | 2,495,131 | $205M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.17% | 2,192,327 | $180M |
| 5 | Capital World Investors | 3.44% | 1,812,042 | $149M |
| 6 | JPMORGAN CHASE CO | 3.39% | 1,780,965 | $144M |
| 7 | GOLDMAN SACHS GROUP INC | 3.25% | 1,708,766 | $140M |
| 8 | BlackRock, Inc. | 2.89% | 1,520,176 | $125M |
| 9 | Neuberger Berman Group LLC | 2.72% | 1,431,658 | $118M |
| 10 | ABRAMS BISON INVESTMENTS, LLC | 2.69% | 1,413,000 | $116M |
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