Independent
Tenure on this board
10.4 yrs
9 nominees · 4 ballot items.
Election of nine directors; Ratification of Ernst & Young LLP as auditors; Advisory vote on executive compensation (Say-on-Pay); Approval of the Gentex Corporation 2026 Omnibus Incentive Plan.
Election of nine directors to serve one-year terms expiring in 2027 (Leslie Brown, Garth Deur, Steve Downing, John C. Kennedy, Billy Pink, Richard Schaum, Kathleen Starkoff, Brian Walker, and Ling Zang).
Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for fiscal year ending December 31, 2026.
Non-binding, advisory approval of the compensation of the Company's named executive officers as disclosed in the proxy (Compensation Discussion and Analysis, compensation tables, narrative).
The advisory Say-on-Pay proposal asks shareholders to approve, on a non-binding basis, the disclosed compensation of the named executive officers, including the Compensation Discussion and Analysis and supporting compensation tables and narrative. Management is seeking this advisory endorsement to validate their pay-for-performance program, which emphasizes performance-based annual and long-term incentives (Revenue, Operating Income, and Earnings per Diluted Share for annual bonuses; EBITDA and ROIC for PSAs), stock ownership guidelines, clawback policy, and anti-hedging/anti-pledging rules. The Board recommends FOR because the Compensation Committee believes the program aligns pay with long-term shareholder value, emphasizes performance, uses independent benchmarking and consultant input, and includes governance safeguards (clawback, no hedging, minimum vesting, and double-trigger change-in-control provisions). Shareholder support is expected to inform future compensation decisions; last year’s say-on-pay received 96% support. While advisory, a strong FOR vote supports management’s compensation philosophy; a weak vote would prompt the Board to reassess plan components and engagement with shareholders.
Approve the Gentex Corporation 2026 Omnibus Incentive Plan, which would replace the 2019 Omnibus Plan and authorize 30,000,000 shares for equity and other awards to employees and non-employee directors.
The proposal requests shareholder approval of the Gentex Corporation 2026 Omnibus Incentive Plan, an amendment and restatement of the 2019 Omnibus Plan, seeking authorization of 30,000,000 shares to fund future equity and cash-based awards to employees and non-employee directors. Management frames the plan as necessary to continue granting equity incentives to attract, retain, and motivate talent and align pay with shareholder interests, noting limits and guardrails—no evergreen automatic increases, conservative share reuse rules (Full Value Awards counted as 3.06 shares), minimum 12-month vesting (with 5% exception), prohibition on repricing without shareholder approval, prohibition on discount options, double-trigger change-in-control protections, clawback policy, and shareholder approval required for material plan amendments. The plan sets life-of-plan and per-participant caps (e.g., 2 million ISOs lifetime cap, 1 million per participant on options or performance awards in a performance period, $10 million cap on cash-denominated awards, $500k annual cap for non-employee director compensation), reports expected dilution (~14.85%) and a three-year burn rate of 0.66%, and contemplates substitution of awards in acquisitions. Board recommends FOR, arguing failure to approve would limit the company's ability to grant equity incentives and could hinder talent retention; the proposal raises governance-relevant topics for investors, including share accounting mechanics, shareholder protections, and the balance between dilution and executive pay leverage.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.6% | 11,956,432 | $261M |
| 2 | AMERICAN CENTURY COMPANIES INC | 5.0% | 10,603,336 | $232M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.8% | 10,259,250 | $224M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.6% | 9,701,341 | $212M |
| 5 | ARIEL INVESTMENTS, LLC | 3.8% | 8,042,407 | $176M |
| 6 | BANK OF MONTREAL /CAN/ | 3.5% | 7,359,909 | $161M |
| 7 | FULLER THALER ASSET MANAGEMENT, INC. | 3.3% | 7,108,679 | $155M |
| 8 | STATE STREET CORP | 3.3% | 7,081,099 | $155M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 3.3% | 6,932,972 | $151M |
| 10 | BlackRock, Inc. | 3.1% | 6,533,012 | $143M |
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