Independent
Tenure on this board
1.7 yrs
Also a director at
Vertiv Holdings Co (VRT)Resolute Holdings Management Inc (RHLD)
4 nominees · 4 ballot items.
Elect four Class II directors; advisory approval of 2025 executive compensation (say-on-pay); advisory vote on frequency of future say-on-pay votes; ratify Ernst & Young LLP as independent auditor for 2026.
Elect four Class II directors (Joseph J. DeAngelo, Brian F. Hughes, Mark R. James, Thomas R. Knott) to serve until the 2029 annual meeting.
Non-binding advisory vote to approve the 2025 compensation of the company’s named executive officers as disclosed in the proxy statement.
The Say-on-Pay Proposal requests an advisory, non-binding shareholder vote to approve the Company’s 2025 named executive officer compensation as disclosed in the proxy materials, including the CD&A and compensation tables. Management frames this program as aligning executives with shareholders through a pay-for-performance structure emphasizing variable compensation: annual cash incentives tied to Adjusted EBITDA and free cash flow and long-term equity awards (RSUs and options) with multi-year vesting schedules. The Compensation Committee describes rigorous governance processes including use of an independent compensation consultant, clawback policy, stock ownership guidelines, and compensation recoupment rules, and notes the vote is non-binding but will be considered in future compensation decisions. Key context includes recent corporate transactions (a spin-off and a large acquisition), significant equity grants to executives in 2025, and change in CEO during 2026, which may affect perceptions of compensation alignment and retention. The Board recommends a FOR vote, arguing the program aligns pay with performance and helps attract and retain talent while balancing short- and long-term incentives. Considerations for analysts include the size and structure of equity awards, severance and transition arrangements for departing executives, and the company’s governance changes post-transaction that affect incentives and monitoring.
Non-binding advisory vote to select whether future say-on-pay votes should occur every one, two or three years; board recommends 'ONE YEAR'.
The Say-on-Frequency Proposal asks shareholders, in a non-binding advisory vote, to choose whether future advisory votes on executive compensation should occur every one, two, or three years. Management recommends an annual ('ONE YEAR') frequency, arguing this interval provides the most timely and regular feedback loop between shareholders and the Board/Compensation Committee, enabling more responsive adjustments to executive compensation programs following shareholder input. The motion is advisory and non-binding, but the Board intends to consider the result when setting future practice. Context: this is the Company’s first say-on-frequency vote following its loss of 'emerging growth company' status and recent corporate transactions; the Board emphasizes ongoing engagement and governance improvements. The Board’s recommendation reflects a governance posture favoring frequent accountability in the wake of recent leadership and structural changes.
Ratify appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Platinum Equity Advisors, LLC/DE | 18.23% | 52,829,757 | $903M |
| 2 | FMR LLC | 9.76% | 28,288,797 | $484M |
| 3 | Alyeska Investment Group, L.P. | 7.38% | 21,395,253 | $366M |
| 4 | LOCUST WOOD CAPITAL ADVISERS, LLC | 4.76% | 13,783,653 | $236M |
| 5 | Capital Research Global Investors | 3.88% | 11,260,713 | $193M |
| 6 | CORSAIR CAPITAL MANAGEMENT, L.P. | 2.92% | 8,465,789 | $145M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.85% | 8,270,457 | $141M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 2.66% | 7,720,738 | $132M |
| 9 | BlackRock, Inc. | 2.48% | 7,200,140 | $123M |
| 10 | FMR LLC | 1.98% | 5,741,448 | $98M |
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