Independent
Tenure on this board
6.0 yrs
Also a director at
Wabash National Corp (WNC)Calumet Inc (CLMT)
9 nominees · 3 ballot items.
Vote to elect nine director nominees; an advisory (non-binding) approval of named executive officer compensation (say-on-pay); and ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Elect nine director nominees to the Board for one-year terms ending at the 2027 annual meeting.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement (the CD&A, compensation tables and narrative). Management seeks this advisory endorsement to confirm that its pay programs — which combine base salary, an annual incentive plan (AIP) tied to Adjusted EBITDA and Free Cash Flow, and long-term incentive awards primarily composed of performance-based RSUs tied to ROIC with stock-price/RTSR modifiers plus time-vested RSUs — align executive pay with company performance and shareholder interests. The context includes recent volatility in shareholder support: the 2025 say-on-pay received roughly 63% support, prompting targeted outreach to major shareholders representing over 40% of outstanding shares and resulting in program design refinements and enhanced engagement. The proposal is contextualized by 2025 operating results (Adjusted EBITDA and Free Cash Flow above target, producing a 136.8% AIP payout) and strong long-term incentive outcomes (e.g., the 2023 rTSR-based award paid at 200% reflecting top-quartile relative TSR). The Compensation Committee emphasizes governance safeguards such as independent advisor engagement, clawback policy, anti-hedging/anti-pledging rules, and stock ownership guidelines to bolster alignment. Management also adjusted LTIP design recently to balance one-year ROIC tranches with a three-year stock-price hurdle and returned to a single three-year ROIC with an rTSR modifier for 2026, reflecting attempts to balance short-term operational incentives with long-term shareholder experience. While the vote is advisory and non-binding, the Board and Compensation Committee state they will consider the voting outcome when making future compensation decisions and cite ongoing shareholder engagement as part of the rationale for recommending a FOR vote. Overall, the proposal reflects management’s view that the current pay framework incentivizes profitable growth, cash generation and returns on invested capital while incorporating investor feedback and governance protections.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.20% | 744,974 | $21M |
| 2 | BlackRock, Inc. | 3.64% | 646,575 | $18M |
| 3 | BlackRock, Inc. | 3.13% | 556,029 | $15M |
| 4 | Fiduciary Alliance LLC | 2.84% | 503,971 | $15M |
| 5 | EVR Research LP | 2.45% | 435,000 | $12M |
| 6 | DRIEHAUS CAPITAL MANAGEMENT LLC | 2.26% | 402,013 | $11M |
| 7 | ACADIAN ASSET MANAGEMENT LLC | 2.15% | 381,096 | $11M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.11% | 375,443 | $10M |
| 9 | STATE STREET CORP | 2.03% | 359,790 | $10M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.02% | 359,459 | $10M |
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