Independent
Tenure on this board
2.4 yrs
Also a director at
Janus Living Inc (JAN)
9 nominees · 3 ballot items.
Elect nine directors; ratify KPMG LLP as the Company’s independent registered public accounting firm for 2026; and approve, on an advisory (non-binding) basis, the Company’s named executive officer compensation (say-on-pay).
Elect nine nominees (John V. Arabia; Keith R. Guericke; Anne B. Gust; Maria R. Hawthorne; Amal M. Johnson; Mary Kasaris; Angela L. Kleiman; Irving F. Lyons, III; and George M. Marcus) to serve until the 2027 annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (the Compensation Discussion and Analysis, compensation tables and related narrative).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s named executive officer compensation as described in the proxy statement. Management seeks this approval to validate its compensation design and continue to align pay with performance, emphasizing a pay mix that includes significant performance-based equity and cash incentives tied to Core FFO and relative TSR metrics. The proxy provides context that a substantial portion of executive pay is performance-based (approximately 81% for the CEO and 74% for other NEOs in 2025), highlights recent compensation design changes (e.g., elimination of time-based RSUs for 2026 to make 100% of equity grants performance-based), and documents strong historical pay-for-performance outcomes (100% payout on some multi-year awards and above-target bonuses in 2025). The Compensation Committee relied on independent advice and peer benchmarking, and considered shareholder outreach and prior say-on-pay results (historically high support, ~95% five-year average and ~93% in 2025) in setting compensation. The Board recommends a FOR vote, arguing the program aligns executives with long-term shareholder value, contains governance safeguards (stock ownership guidelines, clawback/recovery policy, anti-hedging/pledging restrictions), and ties pay to both company performance and peer-relative metrics. Potential investor concerns include the non-binding nature of the vote, the absolute level of CEO pay and CEO-to-median-employee pay ratio, and severance/change-in-control protections; management addresses some of these through disclosure of metrics, benchmarking, and retention/recoupment policies. The Board also states it will consider the advisory vote outcome in future compensation decisions, preserving responsiveness to investor feedback. Overall, the proposal is positioned as an alignment and accountability mechanism that the Board believes supports long-term value creation while remaining responsive to stockholder views.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.54% | 5,488,047 | $1.3B |
| 2 | STATE STREET CORP | 8.13% | 5,225,506 | $1.3B |
| 3 | COHEN STEERS, INC. | 7.54% | 4,843,126 | $1.2B |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 6.53% | 4,198,276 | $1.0B |
| 5 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.73% | 3,040,051 | $736M |
| 6 | BlackRock, Inc. | 4.41% | 2,835,367 | $686M |
| 7 | BlackRock, Inc. | 3.21% | 2,063,840 | $499M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.67% | 1,714,045 | $413M |
| 9 | PRINCIPAL FINANCIAL GROUP INC | 2.54% | 1,632,917 | $395M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.45% | 931,798 | $225M |
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