Independent
Tenure on this board
0.6 yrs
3 nominees · 4 ballot items.
Elect three Class III directors; Ratify Deloitte & Touche LLP as independent auditors; Advisory vote to approve named executive officer compensation (Say-on-Pay); Approve amendment to the 2019 Stock Incentive Plan to increase share reserve and increase director compensation cap.
Elect three Class III directors (Susan D. Looney, Dalton T. Sirmans, Steven J. Zuckerman) to serve three-year terms expiring in 2029.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed NEO compensation. Management is seeking endorsement of its pay-for-performance program, which emphasizes below-market base salaries and heavy performance-based equity awards, ties short- and long-term incentives to specific financial and risk metrics, and contains governance safeguards (clawbacks, no repricing, independent committee administration). The vote is advisory only, but the Board and LD&CC state they will consider shareholder feedback; last year over 95% supported Say-on-Pay. Context includes significant equity awards, recent leadership transition (Jay Sidhu to Executive Chairman; Samvir Sidhu to CEO), and high realized TSR — management argues the program aligns executives with shareholders and supports retention and succession. The Board recommends FOR because it believes compensation arrangements have driven strong performance and align interests, while the LD&CC uses peer benchmarking and shareholder engagement to set targets and metrics. Investors should weigh the discretionary elements (e.g., special one‑time awards, SERPs, change-in-control protections) and whether governance features and disclosed metrics sufficiently mitigate excessive risk and ensure pay-for-performance over the long term.
Approve an amendment to increase shares authorized under the 2019 Plan by 750,000 shares (from 3,320,325 to 4,070,325) and increase the director compensation cap to $500,000 per year.
This management proposal seeks shareholder approval to increase the 2019 Stock Incentive Plan’s share reserve by 750,000 shares (to 4,070,325) and to raise the annual non-employee director compensation cap from $200,000/$300,000 to a single $500,000 cap. Management frames the request as necessary to support recruitment, retention, and the Company’s 2026 equity award program (including contingent RSU and PBRSU grants to NEOs and senior executives that, absent shareholder approval, would be canceled or paid in cash). The LD&CC and Board argue the increase covers roughly one to two years of expected grant activity and that the plan includes shareholder-protective features — no evergreen provision, no repricing without shareholder approval, limited liberal share counting, minimum vesting periods (with a 5% carve-out), and independent committee administration. Key company-specific context: a high usage burn rate historically, active share repurchases reducing net dilution, and the company’s recent stock price appreciation that reduces share run-rate. Governance trade-offs include the proposed higher director cap (justified as needed to compensate committee chairs and retain directors) and reliance on future shareholder votes for additional replenishments. Material considerations for investors include dilution (the request equals ~2.23% of shares outstanding as of April 1, 2026), the company’s historical burn rate and overhang, the inclusion of contingent grants tied to approval, the company’s stock repurchase program (offsetting some dilution), and plan design safeguards. The Board recommends FOR because it believes the Amended 2019 Plan is important to attract and retain talent, supports settlement of contingent grants in shares, and preserves robust governance protections.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 11.50% | 3,889,544 | $270M |
| 2 | BlackRock, Inc. | 10.12% | 3,422,477 | $238M |
| 3 | STATE STREET CORP | 5.88% | 1,990,570 | $138M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 5.49% | 1,856,288 | $129M |
| 5 | Hood River Capital Management LLC | 5.12% | 1,731,310 | $120M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.03% | 1,363,616 | $95M |
| 7 | AMERICAN CENTURY COMPANIES INC | 3.27% | 1,105,548 | $77M |
| 8 | BlackRock, Inc. | 3.09% | 1,045,155 | $73M |
| 9 | UBS Group AG | 3.02% | 1,022,097 | $71M |
| 10 | Assenagon Asset Management S.A. | 2.30% | 778,789 | $54M |
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