Independent
Tenure on this board
6.6 yrs
11 nominees · 3 ballot items · contested.
Election of eleven directors; Ratification of Crowe LLP as independent auditor; Non-binding advisory approval of named executive officer compensation.
Elect eleven directors to serve until the 2027 Annual Meeting or until their successors are duly elected and qualified.
Ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Approve a non-binding, advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The non-binding advisory 'Say-on-Pay' proposal asks shareholders to approve the disclosed compensation of the Company’s named executive officers. Management is seeking advisory approval to affirm alignment between executive pay practices and shareholder interests, to demonstrate shareholder support for the Company’s compensation framework (including base salary, SEIP short-term incentives, and LTIP long-term equity awards structured as PRSUs, RSUs and options), and to validate changes made to the 2026 awards (adjusted PRSU performance ranges and allocation). The Board recommends a vote FOR, citing pay-for-performance features, clawback policy, ownership guidelines, and the Compensation Committee’s use of an independent advisor. The vote is non-binding but used by the Compensation Committee to inform future compensation decisions and investor outreach. Company context includes recent pay-for-performance outcomes (SEIP did not fund in 2025 due to net income shortfall and 2023 PRSUs paid 0%), board engagement with top shareholders, and continuity awards granted in 2026 to retain senior management amid CEO succession planning. The advisory vote addresses investor concerns and provides feedback to the Compensation Committee; management emphasizes peer benchmarking and adjustments to align the plan with market practices. The Board's rationale stresses long-term alignment and retention while noting the advisory nature of the vote and its role in future compensation governance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.8% | 2,981,796 | $74M |
| 2 | North Reef Capital Management LP | 8.9% | 2,706,025 | $67M |
| 3 | STATE STREET CORP | 5.1% | 1,549,020 | $39M |
| 4 | T. Rowe Price Investment Management, Inc. | 4.4% | 1,346,100 | $33M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 1,189,511 | $30M |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 3.8% | 1,165,022 | $29M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.5% | 1,078,026 | $27M |
| 8 | ALLIANCEBERNSTEIN L.P. | 3.0% | 902,957 | $19M |
| 9 | BlackRock, Inc. | 2.5% | 747,354 | $19M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.0% | 615,641 | $15M |
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