Not independent
Tenure on this board
11.1 yrs
Also a director at
Ftai Infrastructure Inc (FIP)
3 nominees · 3 ballot items.
Elect three Class I directors; hold a non-binding advisory vote to approve the compensation of the Company’s named executive officers (say-on-pay); and ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect three Class I directors—Joseph P. Adams, Jr., Judith A. Hannaway, and Martin Tuchman—to serve until the 2029 annual general meeting and until their successors are duly elected or appointed and qualified.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (a 'say-on-pay' vote).
This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including the Compensation Discussion & Analysis, compensation tables and narrative. Management seeks shareholder ratification to validate its pay-for-performance framework, which for 2025 included base salaries, an annual incentive plan tied principally to Adjusted EBITDA and individual strategic goals, and long-term equity awards split between time‑based RSUs and performance share units (PSUs) tied to relative TSR and adjusted EPS. The Compensation Committee highlights that 2025 payouts reflected strong company performance (Adjusted EBITDA well above target), and that governance features such as clawbacks, stock ownership guidelines, no excise tax gross-ups, and annual say-on-pay votes align pay with shareholder interests. The Board recommends FOR on the basis that the program attracts and retains key executives while aligning pay with multi-year financial and TSR objectives. Because the vote is advisory, approval does not alter existing agreements but provides important feedback the Board will consider when setting future compensation. Key contextual considerations include a high prior-year shareholder approval (≈91% support in 2025), the Company’s transition to internal management (Internalization) and related one-time awards, and substantial realized and potential equity compensation tied to future performance periods. Risks include that the advisory vote is non-binding and that strong past payouts may prompt investor scrutiny of pay magnitude relative to long-term outcomes; the Compensation Committee states it monitors investor feedback and adjusts program design as appropriate. For sophisticated assessment, the proposal should be weighed against metrics (TSR, Adjusted EBITDA, EPS) used to determine PSUs, the demonstrated governance safeguards, and the Company’s recent compensation outcomes and one-time internalization-related awards.
Ratification of the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital International Investors | 11.5% | 11,831,227 | $2.9B |
| 2 | Capital World Investors | 11.4% | 11,646,761 | $2.9B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 4,595,302 | $1.1B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.0% | 4,117,889 | $1.0B |
| 5 | FMR LLC | 3.8% | 3,931,403 | $963M |
| 6 | BlackRock, Inc. | 3.2% | 3,300,838 | $809M |
| 7 | STATE STREET CORP | 2.9% | 3,008,137 | $737M |
| 8 | Capital Research Global Investors | 2.8% | 2,871,287 | $703M |
| 9 | WESTFIELD CAPITAL MANAGEMENT CO LP | 2.8% | 2,848,227 | $698M |
| 10 | BlackRock, Inc. | 2.7% | 2,754,488 | $675M |
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