Independent
Tenure on this board
9.4 yrs
Also a director at
Archrock Inc (AROC)Kirby Corp (KEX)
10 nominees · 3 ballot items.
Elect ten directors; approve, on an advisory basis, the compensation of the Company’s named executive officers (say-on-pay); and ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Elect ten directors to hold office until the 2027 annual meeting of stockholders.
Non-binding, advisory approval of the compensation of the Company’s named executive officers as disclosed pursuant to SEC compensation disclosure rules.
This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation program for the Company’s named executive officers as disclosed in the proxy statement. Management seeks this vote to obtain stockholder feedback and reaffirm alignment between pay and performance; the Compensation Committee designed the program to emphasize variable, at‑risk pay (short‑term cash incentives and long‑term equity) with significant portions tied to financial, operational and relative total shareholder return metrics. Key design elements include a high percentage of target pay delivered as performance-based awards, multi-year performance share units measured against an industry peer group (ROCE and TSR), and annual cash incentives tied to consolidated financial and segment operational metrics with a bonus hurdle tied to positive adjusted operating income. The Board points to past strong stockholder support (approximately 96% approval at the 2025 meeting) as evidence that the program is well-received, and the Board unanimously recommends a vote FOR while retaining discretion to adjust awards. Potential governance concerns include concentration of pay in equity and performance metrics that rely on peer selection and interpolation rules, which could produce outsized payouts in favorable market cycles; however, the Company includes clawback policies, stock ownership and retention requirements, and safety/ESG metrics to mitigate short-term risk-seeking. The advisory nature of the vote means approval does not bind the Board, but a negative result would likely prompt substantive review and potential changes to plan design, peer selection, or disclosure. Given the Company’s recent financial performance, high proportion of pay tied to measurable performance, and the Board’s rationale emphasizing alignment with stockholders, the recommendation to vote FOR reflects management’s view that the existing program appropriately balances incentives, retention, and risk controls. Investors evaluating this proposal should weigh the program’s strong pay-for-performance features and safeguards against any concerns about metric calibration, peer group suitability, or potential for increased payouts in cyclical upswings.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TCTC Holdings, LLC | 6.7% | 12,148,079 | $758M |
| 2 | BlackRock, Inc. | 6.3% | 11,340,882 | $708M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.0% | 9,096,635 | $568M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.9% | 8,892,415 | $555M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 7,008,084 | $437M |
| 6 | STATE STREET CORP | 3.7% | 6,663,293 | $416M |
| 7 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.9% | 5,275,366 | $329M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 2.8% | 5,037,429 | $314M |
| 9 | BlackRock, Inc. | 2.6% | 4,738,222 | $296M |
| 10 | VICTORY CAPITAL MANAGEMENT INC | 2.3% | 4,222,772 | $263M |
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