Independent
Tenure on this board
15.7 yrs
Also a director at
Celanese Corp (CE)
4 nominees · 3 ballot items.
Election of four Class I directors; non-binding advisory (say-on-pay) vote to approve compensation of named executive officers; and ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Election of four Class I directors (Edward G. Galante, Alison A. Quirk, Shelley Stewart, Jr., and John R. Welch) to serve three-year terms until the 2029 annual meeting.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory endorsement from shareholders of the Company’s 2025 executive compensation program for named executive officers, as disclosed in the proxy statement. Management and the Compensation & Human Capital Committee argue that the program is designed to attract, retain, and motivate executives through a mix of base salary, performance-based cash incentives, and long-term equity awards with performance and time vesting, with at least 70% of target pay generally at risk. The Committee engaged an independent consultant and set metrics linked to financial and safety measures (Revenue, Adjusted EBITDA, Adjusted Free Cash Flow, TRIR and, for long-term awards, Adjusted EBITDA and Adjusted EBITDA Margin) intended to align pay with company performance and shareholder value. The Board points to recent payout outcomes and the Committee’s use of adjustments for extraordinary items (e.g., acquisitions, divestitures, tax legislation) when determining incentive achievement as evidence of rigorous oversight. The vote is advisory only, but the Board states it will consider the results in future compensation decisions and has previously acted on shareholder feedback, including maintaining an annual say-on-pay vote. Key governance features cited by management include independent committee oversight, stock ownership guidelines, clawback provisions, and ‘‘double-trigger’’ change-in-control protections that limit windfalls. Shareholders should weigh the alignment between incentive metrics and long-term value creation, the degree of discretion applied in adjustments to reported results, and the substantial weighting of equity and performance-based pay when evaluating whether to support the proposal. The Board recommends a vote FOR; a negative vote would signal investor concern and could prompt the Committee to revisit plan design, disclosure, or governance features.
Ratification of the Audit Committee’s selection 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 | BlackRock, Inc. | 5.1% | 2,684,348 | $770M |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 4.5% | 2,353,704 | $675M |
| 3 | JANUS HENDERSON GROUP PLC | 4.2% | 2,198,424 | $630M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 2,169,364 | $622M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.7% | 1,962,951 | $563M |
| 6 | LONE PINE CAPITAL LLC | 3.3% | 1,754,950 | $503M |
| 7 | FMR LLC | 3.1% | 1,644,273 | $471M |
| 8 | STATE STREET CORP | 2.9% | 1,537,297 | $441M |
| 9 | BlackRock, Inc. | 2.8% | 1,458,615 | $418M |
| 10 | D1 Capital Partners L.P. | 2.5% | 1,338,281 | $384M |
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