Independent
Tenure on this board
8.9 yrs
2 nominees · 3 ballot items.
Election of two Class III directors; ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026; and a non-binding advisory vote to approve executive compensation (say-on-pay).
Elect two (2) Class III directors (Douglas C. Grissom and Daniel P. Harrington) to serve three-year terms expiring in 2029.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory (non-binding) say-on-pay proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the CD&A and related tables. Management frames the request as a validation of its pay-for-performance philosophy and its compensation program design, which emphasizes a significant portion of at-risk pay (annual incentives and multi-year PSUs) tied to Adjusted EBITDA, cash flow metrics, and relative TSR modifiers. The Board and Compensation Committee seek shareholder approval to confirm support for the structure and outcomes of 2025 pay decisions, noting past strong shareholder support (approximately 97% in 2025) and ongoing engagement. The proposal is non-binding, meaning the Board retains discretion but has committed to consider shareholder concerns if the vote indicates significant opposition. Key governance context includes the use of an independent compensation consultant, clawback policy, anti-hedging/anti-pledging rules, and stock ownership guidelines for executives. The Committee emphasizes multi-year PSU metrics (3-year cumulative Adjusted EBITDA and Cash Flow, with a TSR modifier) to align long-term incentives with sustained financial performance and shareholder returns. Potential points of shareholder scrutiny include the magnitude of CEO/NEO pay relative to peers and pay ratio metrics, use of cash-settlement elections for certain awards, and change-in-control severance arrangements; management addresses these through disclosure, peer benchmarking, and pay design limits (caps on payouts). The Board recommends FOR because it believes the mix of metrics, governance safeguards, and historical alignment between pay and performance appropriately incentivize management and support long-term shareholder value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.58% | 3,889,841 | $349M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.24% | 2,956,541 | $266M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.94% | 2,745,673 | $247M |
| 4 | LONDON CO OF VIRGINIA | 3.72% | 2,593,821 | $233M |
| 5 | STATE STREET CORP | 2.87% | 2,002,084 | $180M |
| 6 | BlackRock, Inc. | 2.86% | 1,990,803 | $179M |
| 7 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.98% | 1,376,690 | $124M |
| 8 | FMR LLC | 1.93% | 1,346,877 | $121M |
| 9 | CITADEL ADVISORS LLC | 1.82% | 1,271,125 | $114M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.67% | 1,164,818 | $105M |
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