Independent
Tenure on this board
11.6 yrs
Also a director at
Utz Brands Inc (UTZ)
10 nominees · 3 ballot items.
1) Elect nine directors to the Board; 2) Non-binding advisory vote to approve named executive officer compensation; 3) Ratify Ernst & Young LLP as the Company’s independent auditors for 2026.
Election of nine director nominees named in the proxy to serve until the next annual meeting and until their successors are duly elected and qualified.
A non-binding, advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and related disclosures.
This non-binding management proposal asks shareholders to approve, on an advisory basis, the Company’s executive compensation as disclosed in the Compensation Discussion and Analysis and related tables and narrative. Management seeks this advisory approval to confirm stockholder support for its pay programs and to inform the Compensation Committee’s future design decisions; the Board emphasizes that incentives are structured to attract and retain executives and align pay with performance. The Company’s program mixes short-term cash incentives tied to adjusted diluted earnings per share and a cash-flow-to-operating-income metric with longer-term incentives under an LTIP that includes time-based restricted stock units (cliff vesting) and multi-year EPS-based cash awards, which together are intended to align management outcomes with stockholder value creation. The proxy discloses risk-mitigation features including caps on payout, vesting schedules, clawback/recoupment policy, and oversight by an independent Compensation Committee and external consultant (Mercer). The filing notes that the Compensation Committee may exercise negative discretion but waived that discretion for 2025 awards, and that in 2025 compensation outcomes reflected strong financial performance with maximum incentive payouts and significant LTIP payments tied to a three-year measurement period. The advisory vote is non-binding; however, management has stated it values the outcome and will consider voting results in future policy adjustments, and the Company previously received over 90% support on the advisory vote in 2025. For institutional investors evaluating this proposal, material considerations include the program’s explicit performance metrics, multi-year focus, independence of committee oversight, historical high shareholder support, potential areas of concern such as change-in-control and severance protections, and how compensation outcomes correlated with unusually strong EPS and TSR performance over recent years.
Ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.53% | 2,900,198 | $2.1B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.50% | 1,998,170 | $1.5B |
| 3 | STATE STREET CORP | 4.35% | 1,934,709 | $1.4B |
| 4 | BlackRock, Inc. | 4.29% | 1,908,066 | $1.4B |
| 5 | FMR LLC | 4.13% | 1,836,863 | $1.4B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 3.00% | 1,332,778 | $981M |
| 7 | BlackRock, Inc. | 2.32% | 1,031,468 | $762M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 2.05% | 911,982 | $663M |
| 9 | VICTORY CAPITAL MANAGEMENT INC | 1.69% | 751,050 | $555M |
| 10 | FIRST TRUST ADVISORS LP | 1.42% | 630,406 | $465M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.