Not independent
Tenure on this board
1.4 yrs
Also a director at
Bioventus Inc (BVS)
7 nominees · 3 ballot items.
Election of seven directors; advisory vote to approve Named Executive Officer compensation (Say on Pay); and ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.
Elect seven nominees to the Board of Directors for one-year terms.
Advisory (non-binding) vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
The proposal seeks a non-binding advisory approval of the Company’s executive compensation disclosure, asking shareholders to endorse the compensation paid to Named Executive Officers as presented in the CD&A and related tables. Management argues the program aligns pay with performance via performance-based bonuses tied to Net Sales (FX Adjusted), Adjusted EPS and Operating Cash Flow, and long-term equity incentives (stock options and PSUs tied to three-year rTSR). The Board recommends a “FOR” vote, citing the Compensation Committee’s review, stockholder support in prior say-on-pay votes (≈97% in 2025), and governance features such as clawback policy, stock ownership guidelines, prohibition on hedging/pledging, and consultant oversight that mitigate excessive risk. The vote is advisory and non-binding, but the Board will consider results when setting future compensation.
Ratify PwC as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.4% | 3,444,887 | $122M |
| 2 | EARNEST PARTNERS LLC | 8.5% | 2,569,653 | $91M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.9% | 2,076,417 | $73M |
| 4 | FULLER THALER ASSET MANAGEMENT, INC. | 5.5% | 1,641,766 | $58M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.6% | 1,384,042 | $49M |
| 6 | STATE STREET CORP | 4.6% | 1,384,018 | $49M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 4.4% | 1,327,766 | $47M |
| 8 | BANK OF AMERICA CORP /DE/ | 3.4% | 1,033,906 | $37M |
| 9 | SEI INVESTMENTS CO | 3.3% | 1,003,814 | $35M |
| 10 | COOKE BIELER LP | 3.3% | 987,783 | $35M |
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