Independent
Tenure on this board
5.9 yrs
4 nominees · 3 ballot items.
Elect four directors (three for three-year terms and one to complete a two-year term), ratify CohnReznick LLP as independent auditors for fiscal year 2027, and provide non-binding advisory approval of the Company’s executive compensation (say-on-pay).
Election of three directors to serve three-year terms (Aaron Carter, Gary S. Mozina, Keith S. Walters) and one director (Michael D. Magill) to serve the remainder of a current term (to 2028).
Ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for fiscal year 2027.
Advisory (“say-on-pay”) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy (executive compensation tables, CD&A, and related disclosures).
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy materials. Management seeks this annual advisory vote to validate its executive pay philosophy and to gather shareholder feedback for future compensation decisions. The Compensation Committee emphasizes a mix of base salary, annual performance-based bonuses tied to sales, profit and return-on-equity metrics, and multi-year equity (RSU and option) awards with both time-based and performance-based components to align executives’ incentives with long-term shareholder value. The three-year long-term incentive plan (FY2025–FY2027) ties 60% of awards to EBITDA and ROE targets and applies a TSR modifier relative to an industry peer group, creating multi-dimensional performance alignment while capping upside and applying interpolation for intermediate results. Management argues these structures discourage excessive risk-taking by balancing short- and long-term incentives and by including stock ownership guidelines and vesting adjustments for noncompliance. The Board also highlights retention and succession considerations—pay levels and long-term awards are designed to retain experienced executives and support continuity given the Company’s acquisition-driven strategy. Opposing views (from shareholders who might vote against) would likely focus on pay quantum, the presence of certain executive perks, or perceived misalignment between pay and realized performance; however, management notes historical pay-for-performance linkages (bonus formulas, performance RSUs) and provides extensive disclosure to justify its approach. The proposal is advisory only, so while the Board will consider the vote outcome, it is not legally bound to change pay programs; nonetheless, a significant adverse vote could prompt the Compensation Committee to revise practices and enhance shareholder engagement. The Board recommends a vote FOR, asserting the program’s alignment with Company strategy, governance safeguards, and reasonableness relative to peer practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 7.1% | 1,794,185 | $38M |
| 2 | Allspring Global Investments Holdings, LLC | 6.5% | 1,637,075 | $35M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 5.2% | 1,307,646 | $28M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 1,085,811 | $23M |
| 5 | ROYCE ASSOCIATES LP | 4.2% | 1,054,148 | $23M |
| 6 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 4.0% | 1,018,273 | $22M |
| 7 | AMERICAN CENTURY COMPANIES INC | 3.5% | 875,774 | $19M |
| 8 | BlackRock, Inc. | 3.4% | 868,011 | $19M |
| 9 | BlackRock, Inc. | 3.0% | 757,830 | $16M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.9% | 725,889 | $16M |
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