Not independent
Tenure on this board
23.0 yrs
9 nominees · 3 ballot items.
Vote to elect nine directors; advisory (non-binding) approval of executive compensation (say-on-pay); and ratification of Grant Thornton LLP as the company’s independent registered public accounting firm for 2026.
Election of nine directors (David R. Parker; Dr. Benjamin S. Carson, Sr.; Joey B. Hogan; D. Michael Kramer; Bradley A. Moline; Rachel Parker-Hatchett; Tracy Rosser; Herbert J. Schmidt; and W. Miller Welborn) to serve until the next annual meeting.
Advisory, non-binding vote to approve the compensation of the company’s Named Executive Officers as disclosed in the proxy statement (the Compensation Discussion and Analysis, Summary Compensation Table, and related disclosures).
This management proposal requests an annual, advisory (non-binding) vote by stockholders to approve the compensation paid to the company’s Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and the Summary Compensation Table. Management seeks this vote to obtain stockholder feedback and to reaffirm support for the Compensation Committee’s design of pay programs that mix annual cash incentive opportunities with long-term equity awards tied to multi-year Adjusted EPS and ROIC performance goals and time-based service vesting. The proxy discloses that the Compensation Committee retained an independent consultant, uses a peer group for benchmarking, and has structured compensation features designed to align pay with performance: performance-based annual cash bonuses with capped payout ranges, performance-based RSUs with threshold-to-maximum payout schedules, time-based RSUs to promote retention, and clawback and double-trigger change-in-control protections. The filing also emphasizes governance safeguards such as committee independence, no option repricing, anti-hedging/anti-pledging policies, and stock ownership guidelines for executives and directors. Contextually, the company reports strong prior say-on-pay support (approximately 99.7% approval in 2025) and describes the Compensation Committee’s process for setting targets and certifying payouts; it also discloses that 2025 metrics did not trigger bonus payouts and details the 2025 long-term incentive plan structure. Management’s stated rationale for recommending FOR is that the program appropriately balances short- and long-term incentives, controls costs, and mitigates risk through plan design and committee oversight. Although non-binding, the Board will review the result when considering future compensation decisions; for investors, key evaluation points include the pay-for-performance link through Adjusted EPS and ROIC metrics, the presence of independent consultant benchmarking, and the governance protections that limit excessive risk-taking.
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.3% | 1,329,360 | $36M |
| 2 | T. Rowe Price Investment Management, Inc. | 4.2% | 1,067,787 | $29M |
| 3 | BlackRock, Inc. | 3.2% | 815,222 | $22M |
| 4 | AMERICAN CENTURY COMPANIES INC | 2.7% | 682,009 | $19M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.6% | 663,761 | $18M |
| 6 | BlackRock, Inc. | 2.5% | 630,061 | $17M |
| 7 | PATTON ALBERTSON MILLER GROUP, LLC | 2.3% | 580,528 | $16M |
| 8 | LSV ASSET MANAGEMENT | 1.8% | 456,200 | $12M |
| 9 | STATE STREET CORP | 1.7% | 428,503 | $12M |
| 10 | ROYCE ASSOCIATES LP | 1.4% | 341,868 | $9M |
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