Independent
Tenure on this board
17.6 yrs
9 nominees · 4 ballot items.
Four proposals: (1) Election of nine directors; (2) Approval of an amendment to the 2019 Equity Incentive Plan to increase available shares and amend certain provisions; (3) Ratification of KPMG as the Company’s independent registered public accountants for 2026; and (4) Advisory (non-binding) vote to approve the Company’s executive compensation.
To elect nine directors to serve one-year terms that expire at the 2027 annual meeting.
Approve a second amendment to the 2019 Equity Incentive Plan to increase the share reserve from 5,710,000 to 7,710,000 and modify certain plan provisions (e.g., share recycling, non-employee director limits, dividend treatment, and plan term).
This management proposal seeks shareholder approval for a second amendment to the Company’s 2019 Equity Incentive Plan that increases the aggregate share reserve by 2,000,000 shares and implements several technical and governance updates. Specifically, the amendment increases the plan cap from 5,710,000 to 7,710,000 shares, prohibits recycling of shares related to options and SARs, adds an annual limit on awards for non-employee directors (including a specified monetary cap for initial years), prohibits dividend or dividend-equivalent payments on options and SARs while aligning dividend-equivalent treatment with underlying award vesting for other awards, and extends the plan expiration date to June 5, 2031. Management frames the request as necessary because recent market volatility, lower grant-date share prices, and recent leadership transitions have accelerated share usage, reducing the available share pool; without approval, the Company could lack equity to grant competitive, performance-linked awards. The Company also explains its methodology for counting PSUs at target when computing dilution and clarifies that PSU maximums are not included in the share request, which is consistent with institutional investor practice. From a governance perspective, the amendments add anti-recycling language and director award limits intended to reduce potential dilution and align with evolving market norms. The Board recommends FOR on the basis that equity incentives are an essential retention and alignment tool, and the amendments preserve flexibility to structure awards tied to measurable performance metrics. The proposal has routine shareholder vote mechanics (majority of votes cast), but investors should evaluate the incremental dilution, recent equity usage rate, and the specific anti-recycling and director-compensation limits when assessing potential long-term share overhang. Overall, the amendment is positioned as a moderate, market-aligned refresh to maintain the Company’s ability to deliver performance-based compensation that aligns management incentives with shareholder value creation.
Ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This management-sponsored advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation program as disclosed in the proxy (the 'say-on-pay' vote). Management describes the program as pay-for-performance oriented, with a high proportion of ‘at-risk’ compensation through annual cash incentives and long-term equity awards (including PSUs tied to multi-year targets), stock ownership guidelines, clawback policies, and other features intended to align executive incentives with shareholder returns. The Board seeks shareholder approval to validate its compensation philosophy and to demonstrate investor support for its design, and it commits to consider shareholder feedback in future compensation decisions. The context includes recent leadership changes, targeted retention awards for promoted executives, and explicit disclosure of performance metrics (e.g., EBITDA, carbon EBITDA, product yields) used in incentive plans, which are relevant when evaluating whether pay is tied to company performance. The advisory nature means the vote does not bind the Board, but a negative result would typically trigger engagement and potential program adjustments. The Board recommends voting FOR, citing the program’s balance of short- and long-term incentives, its use of PSUs to tie pay to measurable outcomes, and governance safeguards such as clawbacks and prohibitions on hedging and pledging. Investors assessing the proposal should weigh the disclosed target/actual payouts, use of PSU performance metrics, one-time awards tied to transitional roles, and recent say-on-pay history (88% support in 2025) to judge whether current arrangements appropriately align management and shareholder interests. Given the company’s operational developments (carbon capture, asset sales, debt transactions) and compensation changes tied to promotions, the advisory vote functions as a governance checkpoint for the Board’s compensation judgments.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Grantham, Mayo, Van Otterloo Co. LLC | 5.64% | 3,947,458 | $65M |
| 2 | BlackRock, Inc. | 5.06% | 3,545,856 | $58M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.18% | 2,930,218 | $48M |
| 4 | STATE STREET CORP | 4.16% | 2,915,370 | $48M |
| 5 | GOLDMAN SACHS GROUP INC | 4.13% | 2,895,424 | $48M |
| 6 | Ancora Advisors LLCActivist | 3.88% | 2,715,543 | $45M |
| 7 | TWO SIGMA INVESTMENTS, LP | 3.35% | 2,348,615 | $39M |
| 8 | BlackRock, Inc. | 3.14% | 2,199,543 | $36M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.94% | 2,055,668 | $34M |
| 10 | BNP PARIBAS FINANCIAL MARKETS | 2.92% | 2,044,222 | $34M |
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