Independent
Tenure on this board
15.1 yrs
Also a director at
Gevo Inc (GEVO)
3 nominees · 3 ballot items.
Election of three directors; advisory (non-binding) approval of executive compensation (‘say-on-pay’); and ratification of Deloitte & Touche LLP as independent auditors.
Elect three director nominees (James J. Barber, Mauro Gregorio, and Troy A. Stoner) to the Board for three-year terms.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of the company's named executive officers as disclosed in the proxy.
This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation policies and the amounts paid to named executive officers as described in the Compensation Discussion and Analysis and related disclosure. Management is seeking shareholder approval to validate its pay-for-performance philosophy—which emphasizes a high proportion of at-risk compensation through annual cash incentives and long-term equity awards (50% PSUs tied to multi-year revenue and ROIC metrics and 50% RSUs for retention)—and to obtain endorsement of recent changes such as target pay and LTI percentages. The Compensation Committee highlights governance features intended to align executives and stockholders, including robust stock ownership guidelines, double-trigger change-in-control protections, use of an independent compensation consultant, and a multi-metric mix of performance measures (Adjusted EBITDA, bookings, ROIC). The proxy discloses that the board considers historical stockholder feedback (a 96% favorable say-on-pay in 2025) and will consider the vote outcome in future compensation decisions, though the vote is non-binding. The company also discloses peer group benchmarking, use of PSU performance hurdles with linear interpolation, and discretion mechanisms (e.g., excluding certain items from metrics) that could be points of investor scrutiny. The Board recommends a FOR vote, asserting that the programs incentivize management to deliver both short-term operational results and long-term shareholder value while providing retention tools during a period of strategic transition and acquisitions. An analyst evaluating this proposal should weigh the strength of the performance metrics and governance safeguards against the potential for discretion in metric adjustments, the level of realized pay relative to performance, and the company’s recent compensation outcomes and pay-versus-performance disclosures when forming a view on whether management’s program appropriately aligns executive incentives with shareholder interests.
Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BRANDES INVESTMENT PARTNERS, LP | 7.41% | 869,321 | $108M |
| 2 | T. Rowe Price Investment Management, Inc. | 5.17% | 607,281 | $75M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.14% | 485,581 | $60M |
| 4 | ROYCE ASSOCIATES LP | 3.80% | 446,392 | $55M |
| 5 | BlackRock, Inc. | 3.74% | 439,545 | $54M |
| 6 | First Eagle Investment Management, LLC | 3.31% | 388,226 | $48M |
| 7 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 3.11% | 364,800 | $45M |
| 8 | BlackRock, Inc. | 2.98% | 349,904 | $43M |
| 9 | DRIEHAUS CAPITAL MANAGEMENT LLC | 2.50% | 293,232 | $36M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.25% | 263,508 | $33M |
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