Independent
Tenure on this board
2.4 yrs
Also a director at
NONE
7 nominees · 3 ballot items.
Elect three Class II directors (Olivia Kirtley, Max Lin, Steve Miller); ratify KPMG LLP as the independent registered public accounting firm for 2026; and approve, on an advisory non-binding basis, the compensation of the Company’s named executive officers.
Elect three Class II directors — Olivia Kirtley, Max Lin, and Steve Miller — to serve until the 2029 Annual Meeting of Stockholders.
Ratify the Audit Committee’s appointment of KPMG LLP as BrightSpring’s independent registered public accounting firm for 2026.
An advisory, non-binding vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation disclosure and the compensation paid to its named executive officers as described in the Compensation Discussion and Analysis. Management is seeking approval to validate its pay-for-performance philosophy, which emphasizes a mix of base salary, annual cash incentives tied to Adjusted EBITDA, revenue, and a quality index, and long-term equity awards to align executives’ interests with stockholders. The advisory vote is non-binding, but the Board and Compensation Committee state they will consider the outcome when making future compensation decisions; thus, the vote functions as an important governance and investor‑relations signal. The proxy discloses that annual incentives (the BHS STIC) have a funding gate tied to a minimum EBITDA threshold and that short-term payouts combine financial metrics and quality measures to discourage excessive risk-taking. Long-term incentives are equity-based with multi‑year vesting, intended for retention and alignment; certain awards include performance‑vesting components and change‑in‑control and severance arrangements are disclosed. Management frames the program as competitive and intended to attract talent in a complex healthcare environment, citing 2025 performance (notably Adjusted EBITDA and revenue growth) as context for payouts. Opposing arguments (not presented as a stockholder proposal here) would typically focus on the size or structure of pay, potential misalignment from special severance or discretion in payouts, and sensitivity to realized performance; management’s stated counterpoints are program design elements that tie pay to company financials and quality metrics and the ability to exercise discretion for appropriate adjustments. Given the advisory nature, a strong shareholder rebuke could prompt the Compensation Committee to modify program design or disclosures; conversely, shareholder support provides validation for current programs. The Board recommends a FOR vote, emphasizing that the program is intended to align pay with long‑term stockholder value while balancing retention and competitive market practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Kohlberg Kravis Roberts Co. L.P. | 21.6% | 41,824,259 | $1.8B |
| 2 | FMR LLC | 9.1% | 17,661,824 | $753M |
| 3 | BlackRock, Inc. | 7.2% | 13,889,646 | $592M |
| 4 | PRICE T ROWE ASSOCIATES INC /MD/ | 5.4% | 10,511,435 | $448M |
| 5 | Invesco Ltd. | 4.9% | 9,439,670 | $402M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.1% | 8,032,770 | $342M |
| 7 | T. Rowe Price Investment Management, Inc. | 3.9% | 7,629,151 | $325M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 3.2% | 6,295,746 | $268M |
| 9 | STATE STREET CORP | 2.5% | 4,933,941 | $210M |
| 10 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 2.2% | 4,259,265 | $181M |
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