Independent
Tenure on this board
7.7 yrs
Also a director at
Synchrony Financial (SYF)
13 nominees · 5 ballot items.
Election of 13 directors; ratification of Ernst & Young LLP as auditors; advisory vote to approve executive compensation (Say on Pay); approval of the 2026 Incentive Compensation Plan; stockholder proposal to reduce the written-consent threshold to 10% (opposed by the Board).
Elect 13 nominated directors to the Board to hold office until the next annual meeting.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Advisory, non-binding vote to approve the compensation paid to the Company’s named executive officers for 2025 as disclosed in the proxy.
This advisory proposal asks stockholders to approve the disclosed 2025 compensation for Named Executive Officers (NEOs) as detailed in the CD&A and compensation tables. Management seeks endorsement to signal stockholder support for its pay-for-performance framework, which emphasizes performance-based incentives (MIP and PSUs) and a majority of pay at risk. The Board evaluated prior say-on-pay results (~59% support in 2025), engaged with stockholders, and made adjustments and commitments (e.g., not modifying CEO equity treatment for three years absent extraordinary circumstances) to address investor concerns. The Board recommends FOR, arguing the program aligns compensation with achievement of financial, operational and strategic goals, employs robust governance features (clawbacks, stock ownership guidelines, recoupment policies) and balances short- and long-term metrics. The proposal is non-binding, but the Board and MP&D Committee will consider the vote’s outcome in future compensation decisions.
Approve the 2026 Incentive Compensation Plan to replace the expiring 2017 plan and reserve up to ~31.0 million shares for equity awards, enabling continued grants to attract and retain employees.
This management proposal requests approval of the 2026 Incentive Compensation Plan to replace the 2017 plan upon its expiration, authorizing approximately 31.0 million shares (including remaining 2017 plan shares) for awards. Management seeks this authorization to maintain the ability to grant PSUs, RSUs, options and other equity awards used for retention, recruitment and performance alignment across ~12,000 employees. The Board justifies the share request based on historical burn rates and expects the reserve to last ~three years under current practices. The 2026 ICP includes protections for stockholders — no repricing without approval, no dividend payments on unvested awards, double-trigger CIC provisions, limits on per-person and non-employee director awards, and recoupment policies — and prohibits liberal recycling of shares. The Board recommends FOR, arguing that losing the ability to grant equity would force cash compensation increases, harm competitiveness, and weaken alignment with stockholders. Proxy advisory metrics such as dilution, burn rate and overhang were considered in setting the share reserve. The proposal is significant for governance and compensation alignment.
A shareholder proposal asking the Board to enable 10% of shares to request a record date to initiate written consent; the Board recommends against it.
The proponent seeks to lower the ownership threshold required to request a record date for shareholder written consent from the current 25% to 10%, arguing this would enable shareholders to act between meetings, increase board accountability, and prevent director complacency. Management opposes the reduction, citing inaccuracies in the proponent’s statements, prior rejections of similar proposals, and the risk that a small group could inappropriately pursue narrow agendas; the Board also notes existing avenues for shareholder action (15% threshold for special meetings, proxy access by-law, direct engagement). The Board recommends AGAINST. The issue raises governance trade-offs between facilitating shareholder activism and protecting the company from disruptive minority actions; the Board favors preserving a higher threshold to ensure broad support for extraordinary measures.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.48% | 82,650,076 | $5.9B |
| 2 | Capital World Investors | 6.05% | 77,248,642 | $5.5B |
| 3 | STATE STREET CORP | 4.65% | 59,322,181 | $4.3B |
| 4 | DODGE COX | 4.06% | 51,780,116 | $3.7B |
| 5 | BlackRock, Inc. | 2.96% | 37,741,196 | $2.7B |
| 6 | BlackRock, Inc. | 2.12% | 27,006,230 | $1.9B |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.04% | 25,997,348 | $1.9B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.99% | 25,378,157 | $1.8B |
| 9 | WELLINGTON MANAGEMENT GROUP LLP | 1.74% | 22,203,108 | $1.6B |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.69% | 21,606,682 | $1.6B |
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