Independent
Tenure on this board
1.3 yrs
Also a director at
Taylor Morrison Home Corp (TMHC)
2 nominees · 3 ballot items.
Election of two directors; advisory (non-binding) approval of 2025 named executive officer compensation (say-on-pay); and ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Elect two director nominees named in the proxy statement to serve three-year terms expiring at the 2029 Annual Meeting.
Non-binding, advisory ‘say-on-pay’ vote to approve the Company’s 2025 named executive officer compensation as disclosed in the proxy statement (Compensation Discussion and Analysis, tables and narrative).
This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s named executive officer compensation for 2025 as disclosed in the proxy materials. Management seeks this endorsement to validate the Compensation Committee’s design of a pay program that links pay to performance through a mix of base salary, an annual cash incentive tied to corporate and business unit performance measures (sales, operating income margin, average working capital as a percentage of sales, and adjusted earnings), and long-term equity awards that include stock options, time-vested restricted shares, and performance shares earned relative to the S&P MidCap 400 Index®. The Compensation Committee emphasizes alignment with Vision 2030 and stockholder interests through performance share metrics, stock ownership and retention policies, a clawback policy and a balance of short- and long-term incentives. The company discloses that only one named executive (Mr. Ready) received an annual incentive in 2025, performance shares earned materially exceeded target for the prior three-year period, and that a one-time success payment related to the 2024 sale of Carlisle Interconnect Technologies was disclosed and discussed with large stockholders. Management argues that its engagement with holders representing a significant portion of shares addressed concerns and that the core executive pay program required no structural changes. The Board recommends a “FOR” vote, citing the Compensation Committee’s review, independent consultant input, benchmarking, and risk-mitigating features in plan design. In assessing this proposal, investors should weigh the non-binding nature of the vote, the company’s disclosures about the one-time Success Payment and stockholder engagement outcomes, the pay-for-performance elements embedded in metrics and equity designs, and the alignment mechanisms (ownership guidelines, clawback, vesting schedules) that limit inappropriate risk-taking. Given recent voting history (77% approval in 2025) and management’s investor outreach, this proposal presents a vote on both program design and on disclosed discretionary items; investors should consider both ongoing incentive structures and exceptional items when forming a vote recommendation.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.03% | 2,440,955 | $814M |
| 2 | STATE STREET CORP | 5.05% | 2,042,304 | $681M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.93% | 1,995,432 | $666M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.53% | 1,832,490 | $611M |
| 5 | MORGAN STANLEY | 4.21% | 1,702,259 | $568M |
| 6 | BlackRock, Inc. | 2.87% | 1,160,454 | $387M |
| 7 | SANDS CAPITAL MANAGEMENT, LLC | 2.27% | 919,614 | $307M |
| 8 | First Eagle Investment Management, LLC | 1.96% | 793,153 | $265M |
| 9 | FRANKLIN RESOURCES INC | 1.84% | 743,982 | $248M |
| 10 | MORGAN STANLEY | 1.66% | 671,122 | $224M |
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