Independent
Tenure on this board
4.1 yrs
Also a director at
First Merchants Corp (FRME)
14 nominees · 3 ballot items.
Elect 14 directors; approve, on an advisory basis, the compensation of Named Executive Officers (say-on-pay); and ratify Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Elect fourteen (14) directors, each to serve for a one-year term expiring at the 2027 Annual Meeting of Stockholders.
Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement.
This non-binding advisory proposal asks stockholders to approve the Company’s disclosed executive compensation for the Named Executive Officers. Management is submitting the advisory vote to gauge stockholder support for its pay framework, which the Compensation Committee designed to align executive incentives with stockholder value through a mix of base salary, at-risk annual cash incentives tied to financial and operational targets, and long-term equity awards (75% of target LTI by share count is performance-based or options). The Compensation Committee emphasizes multiple performance metrics, equity ownership guidelines, clawback provisions, and peer benchmarking as governance safeguards. The proposal is motivated by the Board’s view that the program supports retention of leadership and the execution of strategic initiatives (including margin improvement, revenue growth, and capital structure actions) while aligning pay with both short- and long-term performance. Management frames the vote as advisory and non-binding but states it will take the voting results into account when setting future compensation. The company reports substantial stockholder engagement and notes prior strong Say-on-Pay support (approximately 97% in 2025), which factors into management’s recommendation. In recommending a “FOR” vote, the Board cites the Compensation Committee’s independent consultant, the multi-metric design of incentives, and recent pay-for-performance outcomes (e.g., earned payouts tied to 2025 performance) as reasons shareholders should endorse the disclosed compensation. The proposal’s primary governance risk is its advisory nature — it does not change compensation contractually — but a significant negative vote would prompt the Committee to review program elements and stockholder concerns. Overall, for an analyst assessing governance, the proposal signals a conventional U.S. public-company approach to executive pay with active committee oversight, structured incentives, and stated responsiveness to investor feedback.
Ratify the Audit and Compliance Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CastleKnight Management LP | 9.0% | 12,667,586 | $37M |
| 2 | Apollo Management Holdings, L.P. | 8.2% | 11,489,316 | $34M |
| 3 | Eversept Partners, LP | 6.2% | 8,677,281 | $26M |
| 4 | NOMURA HOLDINGS INC | 4.9% | 6,885,009 | $20M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 5,375,503 | $16M |
| 6 | BlackRock, Inc. | 3.3% | 4,605,212 | $14M |
| 7 | BlackRock, Inc. | 3.0% | 4,217,409 | $12M |
| 8 | WHITEBOX ADVISORS LLC | 2.2% | 3,127,884 | $9M |
| 9 | TWO SIGMA INVESTMENTS, LP | 2.1% | 3,000,406 | $9M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.1% | 2,993,496 | $9M |
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