Not independent
Tenure on this board
21.8 yrs
9 nominees · 3 ballot items.
Election of nine directors; Ratification of Deloitte & Touche LLP as independent auditors; Non-binding advisory approval of named executive officer compensation.
Elect nine nominated individuals to the board of directors to serve until the next annual meeting and until successors are qualified.
Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory approval of the compensation of the company’s named executive officers as disclosed in the proxy statement.
The proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and related narratives. Management seeks this advisory approval to confirm shareholder support for its compensation philosophy and practices—linking pay to company and individual performance, emphasizing equity-based deferred awards, and ensuring competitive total compensation for retention. The board recommends a vote "FOR," citing a prior strong shareholder endorsement (98.20% support at the 2025 annual meeting) as evidence that shareholders broadly accept the company’s pay practices. Key context includes the company’s use of substantial deferred restricted stock units that vest over multiple years, a compensation clawback policy, and a process engaging an independent consultant (McLagan) to benchmark pay. The non-binding nature means the board retains discretion but will consider the vote when making future determinations; management emphasizes alignment of pay with long-term shareholder value and retention of key executives. Potential governance considerations include reliance on a high ownership concentration by founders (Messrs. Steers and Cohen) and the heavy weighting of deferred equity in NEO pay, which may raise questions about potential entrenchment, but historical high support suggests limited shareholder opposition. The board’s rationale focuses on pay-for-performance metrics, shareholder alignment, and retention amid product expansion and strategic initiatives.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.98% | 3,075,000 | $192M |
| 2 | WASATCH ADVISORS LP | 4.08% | 2,097,509 | $131M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.21% | 1,651,064 | $103M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.45% | 1,257,462 | $79M |
| 5 | STATE STREET CORP | 2.23% | 1,148,561 | $72M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 2.15% | 1,104,935 | $69M |
| 7 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.88% | 967,016 | $60M |
| 8 | BlackRock, Inc. | 1.68% | 865,249 | $54M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.39% | 712,012 | $45M |
| 10 | GOLDMAN SACHS GROUP INC | 1.37% | 705,544 | $44M |
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