Independent
Tenure on this board
12.6 yrs
Also a director at
Api Group Corp (APG)Nomad Foods Ltd (NOMD)
7 nominees · 3 ballot items.
Elect seven directors for one-year terms; hold a non-binding advisory 'Say-on-Pay' vote to approve the Company's 2025 executive compensation; and ratify PricewaterhouseCoopers LLP as the Company’s independent auditors for 2026.
Elect seven directors (Ian G.H. Ashken; Benjamin H. Gliklich; Michael F. Goss; Elyse Filon; E. Stanley O'Neal; Christopher T. Fraser; Susan W. Sofronas) each to serve a one-year term.
Non-binding, advisory vote to approve the compensation paid to the Company's named executive officers in 2025 as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the disclosed 2025 compensation of the Company’s named executive officers. Management seeks this approval as part of its shareholder engagement and governance practice to validate executive pay design and alignment with Company performance. The Compensation Discussion and Analysis describes a pay-for-performance program that emphasizes variable, performance-based compensation (annual bonuses tied to adjusted EBITDA and adjusted EPS and long-term PRSUs tied to adjusted EBITDA CAGR and adjusted EPS with a TSR modifier) and retention-focused RSUs. The filing highlights recent governance and program changes — including replacing CRI with adjusted EPS, adding a TSR modifier relative to the peer group, cancellation of the 2022 “stretch” awards due to lack of incentive value and December 2025 share awards intended to partially remediate historical pay discrepancies — as context for why shareholders are being asked to approve 2025 pay. The Board and Compensation Committee argue that these features align management incentives with long-term stockholder value and that robust stockholder engagement informed program design and peer benchmarking. The vote is advisory, so while non-binding, the Board and Compensation Committee state they will consider the outcome in future compensation decisions. In recommending a FOR vote, the Board cites strong 2025 performance, independent committee oversight, and program adjustments intended to align pay with realized results and market practices. An informed evaluation should weigh the program’s multi-metric design and TSR modifier against the December 2025 remediation grants and the historical cancellation of stretch awards when assessing whether pay outcomes appropriately reflect performance and create long-term alignment with stockholders.
Ratify the Audit Committee's selection of PricewaterhouseCoopers LLP (PwC) to serve as the Company's independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.8% | 18,979,028 | $648M |
| 2 | FMR LLC | 5.8% | 14,140,444 | $483M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.6% | 13,663,065 | $466M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 10,723,727 | $366M |
| 5 | T. Rowe Price Investment Management, Inc. | 3.7% | 9,024,523 | $308M |
| 6 | Invesco Ltd. | 3.4% | 8,363,724 | $286M |
| 7 | FIL Ltd | 3.3% | 8,080,067 | $276M |
| 8 | Neuberger Berman Group LLC | 3.3% | 7,967,429 | $272M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 3.2% | 7,842,011 | $268M |
| 10 | STATE STREET CORP | 3.0% | 7,306,377 | $249M |
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.