Independent
Tenure on this board
3.3 yrs
Also a director at
Innodata Inc (INOD)
12 nominees · 3 ballot items.
Election of directors; advisory (non-binding) vote to approve the selection of KPMG LLP as independent auditors; and advisory (non-binding) vote to approve executive compensation (say-on-pay).
Election of the company’s director nominees to serve one-year terms (shareholders vote FOR each nominee).
Non-binding advisory vote to approve KPMG LLP as the company’s independent auditors for 2026.
Non-binding advisory (say-on-pay) vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the company’s disclosed executive compensation (the ‘‘say-on-pay’’ vote). Management seeks approval to validate its pay-for-performance framework, which emphasizes a large portion of at-risk pay tied to annual financial metrics (EPS, FCF, operating margin and strategic/operational goals) and multi-year performance-based equity (PSUs tied to three-year ROIC with an rTSR modifier, plus options and restricted stock). The Board and Compensation Committee argue the program aligns executives’ incentives with shareholder interests by linking significant compensation to measurable financial outcomes and long-term TSR, and by imposing robust stock ownership, clawback, anti-hedging and no-single-trigger change-in-control protections. The proxy makes clear the vote is advisory and non-binding, but the Compensation Committee will consider the outcome when setting future pay. The filing provides company-specific context: strong 2025 financial results, a recent 96% say-on-pay support in 2025, and ongoing shareholder engagement that informed program features such as expanded performance-based equity. Management also emphasizes governance controls (independent committee oversight and consultant engagement) and explains why key measures were chosen to balance near-term performance and long-term investments. Opposing arguments common to say-on-pay votes—such as concerns about pay quantum, the structure of incentives, or whether realized pay reflects performance—are not the focus of management’s presentation; management instead stresses transparency, rigorous target-setting, and alignment with peer practice. In sum, the Board asks shareholders to endorse its compensation approach as reasonable and aligned with long-term shareholder value creation, while reserving the Committee’s discretion to respond to shareholder feedback if the advisory vote indicates concern.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | LONGVIEW ASSET MANAGEMENT, LLC | 10.01% | 27,060,944 | $9.3B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.97% | 16,141,791 | $5.5B |
| 3 | Newport Trust Company, LLC | 5.02% | 13,570,601 | $4.7B |
| 4 | STATE STREET CORP | 4.23% | 11,436,417 | $3.9B |
| 5 | BlackRock, Inc. | 3.22% | 8,696,295 | $3.0B |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.34% | 6,320,266 | $2.2B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.01% | 5,447,542 | $1.9B |
| 8 | BlackRock, Inc. | 1.95% | 5,270,184 | $1.8B |
| 9 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 1.57% | 4,247,012 | $1.5B |
| 10 | BANK OF AMERICA CORP /DE/ | 1.53% | 4,145,798 | $1.4B |
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