Independent
Tenure on this board
0.7 yrs
Also a director at
Chipotle Mexican Grill Inc (CMG)
11 nominees · 3 ballot items.
At the 2026 Annual Meeting shareholders will vote to elect eleven directors, cast a non-binding advisory vote to approve executive compensation (say-on-pay), and ratify Ernst & Young LLP as the company's independent auditors for fiscal year 2026.
Elect the eleven director nominees named in the proxy statement to serve until the 2027 Annual Meeting and until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s 2025 executive compensation program as disclosed in the Compensation Discussion and Analysis and related tables. Management is seeking shareholder endorsement to confirm that its pay philosophy—centered on pay-for-performance, a mix of short-term cash incentives and long-term equity awards (PRSUs and RSUs), robust stock ownership guidelines, and retention-focused retention RSUs—is aligned with shareholder interests. The company emphasizes that a significant portion of executive pay is performance-based and tied to multi-year metrics (Adjusted EBITDA, Adjusted EPS and ROIC) and that PRSUs vest based on achievement over three-year performance periods, reinforcing long-term alignment. The Board highlights governance safeguards including clawback provisions, anti-hedging/anti-pledging policies, independent committee oversight, use of an independent compensation consultant, and the Committee’s annual review of target pay positioning versus a size-adjusted market median. The proposal is non-binding, but the Board and Compensation and Human Capital Committee will review the vote outcome and consider shareholder feedback when setting future compensation policies. Key contextual factors include strong prior-year shareholder support (approximately 94% in 2025), recent strategic actions including a planned separation of Automotive and Industrial businesses, and retention grants provided in 2025 to maintain executive continuity during strategic change. Management’s rationale for recommending FOR is that the program is competitive, aligns with performance and retention needs during a period of material strategic activity, and incorporates governance best practices to mitigate inappropriate risk-taking. An analyst evaluating the proposal should weigh the structure of incentive metrics, the degree to which realized pay reflected performance in 2025, the magnitude and rationale for retention awards, and the company’s communication of accountability mechanisms (clawbacks, share ownership, and double-trigger change-in-control provisions) in determining whether the advisory approval is consistent with shareholder value creation.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.53% | 8,991,692 | $951M |
| 2 | STATE STREET CORP | 5.35% | 7,357,364 | $786M |
| 3 | BlackRock, Inc. | 5.09% | 7,005,887 | $741M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.54% | 6,253,021 | $661M |
| 5 | HARRIS ASSOCIATES L P | 2.73% | 3,762,396 | $398M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.49% | 3,427,278 | $361M |
| 7 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.18% | 2,997,577 | $317M |
| 8 | BlackRock, Inc. | 2.06% | 2,834,333 | $300M |
| 9 | Invesco Ltd. | 1.71% | 2,353,368 | $249M |
| 10 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 1.27% | 1,746,990 | $185M |
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