Independent
Tenure on this board
5.2 yrs
Also a director at
Northrop Grumman Corp (NOC)Target Corp (TGT)
11 nominees · 3 ballot items.
Election of eleven directors; advisory (non-binding) approval of named executive officer compensation (say-on-pay); and ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.
Elect eleven director nominees to serve until the next annual meeting and until their successors are elected and qualified.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This advisory proposal asks stockholders to approve on a non-binding basis the compensation paid to the company’s named executive officers as disclosed in the proxy statement. Management seeks approval to reaffirm its pay philosophy and program design, which it describes as heavily performance-based with a large portion of CEO and NEO pay at-risk and tied to annual and multi-year metrics (AIP and PSUs) to align executives with stockholder interests. The context includes strong emphasis on ROI and TSR for long-term incentives, a sustainability scorecard and safety metrics within the annual incentive, and recent committee discretion applied to 2025 payouts in light of safety incidents and the Grasberg mud rush. The board recommends a “FOR” vote because it believes the program appropriately balances retention, performance incentives and risk mitigation (clawbacks, capped payouts, ownership guidelines), and because historical stockholder engagement and prior say-on-pay results indicated strong support. The vote is advisory and non-binding, but the compensation committee intends to consider the outcome when making future decisions. Key governance context includes frequent stockholder engagement (representing ~42% of shares engaged in 2025), rigorous target setting, independent consultant input, and disclosure of adjustments (e.g., committee discretion reducing AIP payouts due to fatalities and operational issues). A sophisticated evaluator should weigh the program’s strong alignment features (PSUs tied to multi-year ROI and TSR, significant at-risk pay, pro-rated and clawback protections) against potential concerns: discretionary adjustments to payouts, high absolute levels of CEO/NEO compensation in a cyclical commodity business, and the reputational and operational impacts of the Grasberg incident that influenced payout decisions. Overall, the proposal is management-favored as a governance confirmation of the committee’s executive pay design and outcomes, and the board’s rationale emphasizes alignment with long-term stockholder value and responsiveness to safety and operational performance.
Ratify 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 | 6.50% | 93,403,193 | $5.5B |
| 2 | Fisher Asset Management, LLC | 4.53% | 65,089,606 | $3.8B |
| 3 | STATE STREET CORP | 4.46% | 64,185,008 | $3.8B |
| 4 | Capital Research Global Investors | 2.84% | 40,841,930 | $2.4B |
| 5 | BlackRock, Inc. | 2.79% | 40,079,698 | $2.4B |
| 6 | BlackRock, Inc. | 2.22% | 31,845,576 | $1.9B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.92% | 27,665,668 | $1.6B |
| 8 | BANK OF AMERICA CORP /DE/ | 1.76% | 25,256,763 | $1.5B |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.64% | 23,633,348 | $1.4B |
| 10 | FRANKLIN RESOURCES INC | 1.61% | 23,117,474 | $1.4B |
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