Not independent
Tenure on this board
0.2 yrs
3 nominees · 3 ballot items.
Three proposals: (1) election of three Class II directors for three-year terms expiring in 2029; (2) ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026; and (3) an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers.
Elect Richard Haddrill, Chieh Huang, and Marilyn Spiegel as Class II directors to serve three-year terms expiring in 2029.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers (the “say-on-pay” vote).
This is a non-binding "say-on-pay" proposal asking stockholders to approve, on an advisory basis, the compensation paid to the Company’s named executive officers for 2025. Management is seeking approval to validate a compensation program that the People, Culture & Compensation Committee designed to emphasize long-term alignment with stockholder interests through performance-based awards (including multi-year PSUs tied to free cash flow and stock-price-based PSU goals for the new CEO), time-based restricted stock, and retention bonuses to support executive continuity during the CEO transition. The request arrives in the context of a recent merger-of-equals (July 1, 2024), a challenging 2025 operating year with missed Modified EBITDA targets, a CEO transition in December 2025, and significant equity and severance actions tied to those events; these factors affect pay-for-performance optics and the Company’s near-term incentive outcomes. Management argues the program balances short- and long-term incentives, includes clawback policies and ownership guidelines, and that the Compensation Committee used independent consultants and peer benchmarking to set targets. Opposing investor views (not explicitly presented in the filing) are likely to focus on pay versus realized performance in 2025, retention awards given after weak results, and the magnitude of new-hire and change-in-control protections for senior executives. The Board’s recommendation emphasizes alignment and retention as necessary for executing the integration and turnaround strategy, while noting the advisory nature of the vote—meaning it will not change pay contracts directly but will inform future compensation decisions. Given the merger, legacy award conversions, and recent executive departures and severance payments, an informed assessment should weigh the structural design of incentives, the specific performance metrics and vesting conditions, the degree to which realized pay reflected company performance in 2025, and the potential governance implications of substantial retention and new-hire equity grants. The Compensation Committee indicates it will consider the voting outcome when setting future compensation, so the advisory vote serves as a governance signal to the Board on shareholder acceptance of current pay design and discretion.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.25% | 10,473,241 | $186M |
| 2 | DARLINGTON PARTNERS CAPITAL MANAGEMENT, LP | 8.51% | 8,700,000 | $154M |
| 3 | UBS Group AG | 5.95% | 6,084,009 | $108M |
| 4 | MORGAN STANLEY | 5.26% | 5,371,530 | $95M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.03% | 5,140,845 | $91M |
| 6 | Sachem Head Capital Management LPActivist | 4.92% | 5,030,000 | $89M |
| 7 | DENDUR CAPITAL LP | 4.85% | 4,953,500 | $88M |
| 8 | H PARTNERS MANAGEMENT, LLCActivist | 4.55% | 4,650,000 | $83M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 4.12% | 4,207,390 | $75M |
| 10 | JANA Partners Management, LP | 4.03% | 4,116,099 | $73M |
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.