Independent
Tenure on this board
2.5 yrs
Also a director at
Idex Corp (IEX)
8 nominees · 3 ballot items.
Elect eight directors; advisory (non-binding) approval of the compensation of the named executive officers (Say-on-Pay); and ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026.
Elect eight directors nominated by the Board to hold office for one year or until their successors are elected and qualified.
A non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management is submitting the proposal to obtain shareholder feedback and to reaffirm support for the Company’s compensation framework, which combines base salary, an annual cash incentive (STIP) tied mainly to adjusted earnings and EBITDA margin, and long-term equity incentives split among performance share units (PSUs), stock options, and restricted stock. The Board and the Compensation and Benefits Committee emphasize pay-for-performance design: PSUs are tied to multi-year EPS and ROIC targets with a relative TSR modifier, annual bonuses have financial and individual components, and equity awards are structured to align executives’ interests with long-term stockholder value. The committee cites robust internal governance—use of an independent compensation consultant, clawback policy, stock ownership guidelines, and limits on severance and tax gross-ups—as reasons the program is stockholder-friendly. Management seeks approval to validate its approach after strong 2025 company performance, including record sales and above-target adjusted income and adjusted EBITDA margin that drove maximum incentive payouts for NEOs. The Board recommends voting FOR, arguing the program attracts, motivates, and retains executives while aligning pay with measurable company performance and stockholder returns. While advisory and non-binding, a majority-for outcome supports continuation of the current compensation design; a substantial opposing vote would signal investor concern and could prompt the committee to reassess metrics, pay mix, governance features, or disclosure. Given the Company’s recent strong financial results and the committee’s stated alignment mechanisms (PSU metrics, TSR modifier, clawback, ownership guidelines), management frames the proposal as reasonable and well-aligned with stockholder interests.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.40% | 6,342,642 | $686M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.98% | 3,647,230 | $394M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.46% | 2,717,926 | $294M |
| 4 | STATE STREET CORP | 3.78% | 2,307,332 | $250M |
| 5 | Capital World Investors | 3.58% | 2,185,359 | $236M |
| 6 | BlackRock, Inc. | 3.01% | 1,837,618 | $199M |
| 7 | FMR LLC | 2.62% | 1,597,775 | $173M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.60% | 1,584,712 | $171M |
| 9 | WASATCH ADVISORS LP | 2.47% | 1,506,488 | $163M |
| 10 | Van Berkom Associates Inc. | 2.37% | 1,448,682 | $157M |
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