Independent
Tenure on this board
11.6 yrs
1 nominee · 3 ballot items.
Shareholders will vote to elect five director nominees, to provide advisory approval of the Company’s executive compensation (a non-binding 'say-on-pay' vote), and to ratify the selection of Plante & Moran, PLLC as the Company’s independent auditors for 2026.
Elect five director nominees (Keith D. Brophy; Michael J. Burke, Jr.; Bruce John Essex, Jr.; Steven T. Krause; Michelle M. Wendling) to serve three-year terms expiring in 2029.
Non-binding, advisory 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 compensation of the Company’s named executive officers as disclosed in the proxy. Management seeks this annual approval to validate its compensation philosophy and practices—designed to attract, motivate, reward and retain senior management while aligning pay with long-term shareholder value through a mix of base salary, cash incentive awards and time- and performance-based equity awards. The Personnel and Benefits Committee, composed entirely of independent directors, oversees these programs and calibrated incentive opportunities using market comparisons and multi-year performance metrics (including five-year cumulative EPS goals for performance-based equity). Management frames the program as appropriately sized for the Company’s scale and competitive market for executive talent and contends the structure balances growth incentives without promoting excessive risk-taking. The board recommends a vote FOR, arguing that the compensation program supports long-term profitable growth, retention of leadership through change events (including change-in-control protections), and alignment with shareholder interests via equity-based awards that vest over multiple years. While advisory and non-binding, the board and compensation committee commit to reviewing shareholder feedback and the voting outcome when setting future pay practices. Material governance context includes independent committee oversight, the existence of clawback and anti-hedging/pledging policies, and disclosed severance and change-in-control provisions that may be relevant to shareholders evaluating risk and pay-for-performance alignment. Shareholders should weigh the program’s multi-year performance metrics and equity vesting schedules against recent company financial performance and realized executive pay disclosed in the proxy when deciding whether the overall compensation philosophy is justified.
Ratify the Audit Committee’s selection of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 633,148 | $18M |
| 2 | NORTHERN TRUST CORP | 3.8% | 565,019 | $16M |
| 3 | BlackRock, Inc. | 3.4% | 512,351 | $14M |
| 4 | ALLIANCEBERNSTEIN L.P. | 2.4% | 358,495 | $11M |
| 5 | STATE STREET CORP | 2.1% | 321,173 | $9M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 301,164 | $8M |
| 7 | BlackRock, Inc. | 1.9% | 287,085 | $8M |
| 8 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 1.5% | 226,080 | $6M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 1.5% | 225,400 | $6M |
| 10 | ProShare Advisors LLC | 1.5% | 221,299 | $6M |
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