Independent
Tenure on this board
8.3 yrs
Also a director at
Urban Edge Properties (UE)
5 nominees · 4 ballot items.
Election of five directors; Advisory (non-binding) vote to approve named executive officer compensation; Ratify Deloitte & Touche LLP as independent registered public accounting firm for 2026; Approve amendment to 2022 Equity Incentive Plan to add 10,000,000 shares and add director award limits; and transact other business as may properly come before the meeting.
Elect five director nominees (Catherine D. Rice, Kim S. Diamond, Catherine Long, Vernon B. Schwartz, Michael J. Mazzei) to serve until the 2027 annual meeting.
Non-binding advisory vote to approve compensation of named executive officers as of December 31, 2025.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve a second amendment to the 2022 Equity Incentive Plan to increase available shares by 10,000,000 and add a cash-denominated limit on awards to non-employee directors.
The proposal requests shareholder approval to amend the Company’s 2022 Equity Incentive Plan to add 10,000,000 shares to the plan reserve and to add a cash-denominated cap on non-employee director awards. Management seeks this approval to ensure sufficient equity capacity to continue granting equity awards for retention and alignment, citing a low remaining share reserve and expected future grants. The amendment also implements governance-friendly limits on director awards, including an aggregate annual grant-date fair value cap of $1,000,000 for non-employee directors, and other plan features intended to moderate dilution and align with market practices. Management frames the requested share increase as reasonable relative to outstanding shares (approximately 7.7% if all new shares were issued) and cites a low three-year average burn rate (1.61%) below the ISS benchmark. The Board recommends approval to maintain the Company’s ability to attract, retain, and incentivize employees and directors without increasing cash compensation, arguing that replacing equity with cash could impair alignment and increase cash expenses. The Compensation Committee’s review considered dilution, historical grant practices, peer benchmarking, vesting and performance-based provisions, and plan terms designed to be stockholder-friendly (no repricing without approval, no liberal recycling, limits on awards). If not approved, management warns the Company’s ability to make equity grants would be constrained, potentially requiring more cash compensation and impairing retention and alignment objectives.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Nut Tree Capital Management, LP | 8.44% | 10,993,946 | $62M |
| 2 | BlackRock, Inc. | 4.85% | 6,320,044 | $35M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.27% | 5,558,924 | $31M |
| 4 | PRIVATE MANAGEMENT GROUP INC | 3.71% | 4,835,227 | $27M |
| 5 | NOMURA HOLDINGS INC | 3.06% | 3,987,063 | $22M |
| 6 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 2.78% | 3,627,097 | $20M |
| 7 | BlackRock, Inc. | 2.65% | 3,448,063 | $19M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.60% | 3,384,485 | $19M |
| 9 | STATE STREET CORP | 2.54% | 3,302,731 | $19M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.08% | 2,715,720 | $15M |
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