Independent
Tenure on this board
7.3 yrs
Also a director at
Nmi Holdings Inc (NMIH)
12 nominees · 3 ballot items.
Election of 12 directors; advisory (non-binding) vote to approve executive compensation (Say-on-Pay); ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.
Elect 12 directors to serve one-year terms until the 2027 Annual Meeting.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (Say-on-Pay).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the company’s executive compensation disclosure, including the Compensation Discussion and Analysis and compensation tables. Management seeks this approval to confirm shareholder support for the current pay program, which it says is heavily performance‑based (approximately 82% of CEO pay is performance-based), aligned with long-term value creation, and designed to balance incentives with risk management. The proposal follows mandatory Dodd‑Frank/SEC requirements for say‑on‑pay votes and the Board intends to use the vote outcome in future compensation decisions. The proxy statement details rigorous governance: an independent Human Resources & Compensation Committee, independent advisor Willis Towers Watson, robust peer benchmarking, balanced scorecard and LTI metrics tied to ROCE and TSR, caps on payouts, clawback policy, anti‑hedging/pledging rules, and stock ownership guidelines. Given recent strong financial performance (e.g., ROCE 13.29%, net income $205.9M) and prior high shareholder approval (95% in 2025), the Board recommends a “FOR” vote, arguing the program appropriately incentivizes management while mitigating excessive risk. Potential shareholder concerns could include high CEO pay relative to median employee (CEO pay ratio 77:1) and significant discretion in awards, but management contends their processes and caps address these risks.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.46% | 4,143,347 | $308M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.37% | 2,522,832 | $187M |
| 3 | STATE STREET CORP | 5.65% | 2,237,084 | $166M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.52% | 1,790,730 | $133M |
| 5 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 4.06% | 1,607,961 | $119M |
| 6 | BlackRock, Inc. | 3.00% | 1,186,697 | $88M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 2.58% | 1,020,259 | $76M |
| 8 | AMERICAN CENTURY COMPANIES INC | 2.44% | 967,711 | $72M |
| 9 | CITADEL ADVISORS LLC | 2.28% | 902,821 | $67M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.07% | 818,517 | $61M |
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