Independent
Tenure on this board
1.6 yrs
8 nominees · 3 ballot items.
Vote to elect eight directors; advisory (non-binding) approval of executive compensation (say-on-pay); and ratification of KPMG LLP as the company’s independent registered public accounting firm for 2026.
Election of eight directors named in the proxy (Michael S. Della Rocca; Helena M. Hernandez; Dale S. Rosenthal; Edward A. Ryan; David M. Sparby; Jeffrey S. Thiede; Clark A. Wood; Betty R. Wynn) to hold office until the 2027 annual meeting or until their successors are elected and qualified.
Non-binding advisory vote (‘say-on-pay’) to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement (CD&A, compensation tables, and narrative).
This proposal requests a non-binding advisory approval of the company’s named executive officers’ (NEOs’) compensation as presented in the proxy statement. Management seeks this advisory vote to confirm stockholder support for its pay programs and to inform future compensation decisions; the board and compensation committee state that the program is structured to align executive pay with both short-term operational performance and long-term shareholder value. For 2025 the pay framework combined base salary with a substantial at‑risk component: annual cash incentives tied to Adjusted EBITDA (80% weighting) and TRIR (20% weighting), and long-term awards comprised of 60% performance share awards (PSAs) split between Adjusted EBITDA and relative TSR and 40% time‑vesting restricted stock units (RSUs). The compensation committee notes risk-mitigating features—caps, multiple performance metrics, clawback policy, stock ownership and retention requirements, and use of independent consultants—and asserts these reduce incentives for imprudent risk-taking. Management highlights strong company performance in 2025 (record revenues, net income, EBITDA and backlog) and contends compensation outcomes appropriately reflected that performance; the proxy also cites prior high say‑on‑pay support. Because the vote is advisory, it will not change the compensation terms directly, but the board commits to consider the outcome when setting future pay. Potential shareholder concerns could include the magnitude of at‑risk pay, sensitivity of performance metrics to accounting adjustments, and the use of relative TSR peer groups; management’s narrative addresses these by describing metric selection, peer benchmarking, and discretion/adjustment policies. In recommending a vote FOR, the board emphasizes alignment with stockholder interests, retention of key executives, and governance safeguards that support responsible incentive design. Investors evaluating the proposal should weigh the program’s demonstrated pay-for-performance linkage in 2025, the strength of governance protections, and whether the mix of metrics and disclosure provide sufficient accountability and transparency.
Stockholder ratification of the audit committee’s selection of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.29% | 4,231,925 | $500M |
| 2 | WASATCH ADVISORS LP | 5.91% | 3,017,249 | $356M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.06% | 2,581,565 | $305M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.49% | 2,290,925 | $270M |
| 5 | STATE STREET CORP | 3.17% | 1,617,328 | $191M |
| 6 | BlackRock, Inc. | 2.64% | 1,348,537 | $159M |
| 7 | FIRST TRUST ADVISORS LP | 2.51% | 1,280,916 | $151M |
| 8 | Capital International Investors | 2.18% | 1,114,611 | $132M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.03% | 1,036,306 | $122M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.02% | 1,032,094 | $122M |
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