Independent
Tenure on this board
4.1 yrs
3 nominees · 3 ballot items.
Elect three Class II directors (Allan Leinwand, Charles Phillips, Pamela Thomas‑Graham); ratify PricewaterhouseCoopers LLP as independent auditor for 2026; and approve, on an advisory basis, the 2025 named executive officer compensation (Say‑on‑Pay).
Elect three Class II director nominees — Allan Leinwand, Charles Phillips and Pamela Thomas‑Graham — to serve three‑year terms expiring at the 2029 annual meeting.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Compass’s independent public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non‑binding) approval of the compensation paid to Compass’s named executive officers for 2025 as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables.
This management proposal asks stockholders to provide an advisory (non‑binding) approval of the Company’s 2025 named executive officer (NEO) compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management is seeking this advisory endorsement to validate its pay decisions and to demonstrate alignment between executive incentives and stockholder interests; the Compensation Committee emphasizes a pay‑for‑performance philosophy with substantial at‑risk compensation (cash performance bonuses and long‑term equity) tied to company metrics and individual performance. The proxy highlights that the Company delivered strong 2025 results — record revenue, improved Adjusted EBITDA, and positive Free Cash Flow — which management cites as justification for payouts and equity awards tied to operational and cash‑flow metrics. The Compensation Committee describes multiple structural features intended to align interests and mitigate risk, including performance‑based PSU awards, multi‑year vesting schedules, stock ownership guidelines, clawback policies, and independent compensation consulting. The Board’s recommendation to vote FOR is grounded in its view that the program is competitive for talent, rewards achievement of corporate objectives (notably Free Cash Flow and other metrics used for 2025 awards), and that historical shareholder feedback (95% support in 2025) indicates broad investor support. Management also notes that the vote is advisory and will be considered in future compensation decisions, indicating responsiveness to investor sentiment without creating contractual obligations. From a governance perspective, the proposal entails typical say‑on‑pay considerations: balance between retention and pay‑for‑performance, the use of both time‑based and performance‑based equity, and severance/change‑in‑control arrangements; the proxy provides significant disclosure on metrics, peer benchmarking, and risk‑mitigating practices to support the Board’s recommendation. Overall, the proposal asks stockholders to endorse the design and 2025 outcomes of the executive compensation program, with the Board arguing that these arrangements supported strong operational and cash performance while aligning management incentives with long‑term stockholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 10.49% | 78,394,203 | $573M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.04% | 60,036,878 | $439M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.13% | 30,876,947 | $226M |
| 4 | BlackRock, Inc. | 3.12% | 23,319,994 | $170M |
| 5 | SB INVESTMENT ADVISERS (UK) LTD | 2.95% | 22,004,702 | $161M |
| 6 | FMR LLC | 2.84% | 21,219,062 | $155M |
| 7 | Capital International Investors | 2.67% | 19,943,416 | $146M |
| 8 | BlackRock, Inc. | 2.59% | 19,369,969 | $142M |
| 9 | STATE STREET CORP | 1.96% | 14,652,561 | $107M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.91% | 14,252,451 | $104M |
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