Not independent
Tenure on this board
19.6 yrs
2 nominees · 3 ballot items.
Elect two Class B directors; ratify Ernst & Young LLP as the 2026 independent registered public accounting firm; and approve, on an advisory basis, the compensation of the Company's named executive officers (say-on-pay).
Elect James F. Lynch and Timothy E. Taylor as the two Class B directors to serve three-year terms expiring in 2029.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
A non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and disclosures.
This non-binding management proposal asks stockholders to approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in this proxy statement. Management seeks shareholder approval to confirm that its compensation philosophy—combining conservative base salaries, discretionary annual bonuses tied to Adjusted EBITDA, and substantial long-term, performance-based equity awards (including CEO RSUs that vest upon sustained stock-price targets)—appropriately aligns executives’ interests with long-term stockholder value creation. The Compensation Committee and the Board view the program as a tool to attract and retain experienced leaders while emphasizing pay-for-performance and retention through multi-year equity incentives. Notably, the Company uses Adjusted EBITDA as the principal financial metric in its annual bonus plan and has linked sizeable portions of executive pay to sustained stock price targets, which resulted in significant RSU vesting in 2025 for achievement of specified thresholds. The proposal is advisory and non-binding; the Board commits to consider the outcome when making future compensation decisions but retains discretion over compensation policies and payouts. Governance features and risk mitigants include Compensation Committee oversight, a clawback policy compliant with SEC and Nasdaq rules, insider trading restrictions, and periodic review of compensation by an independent consultant. The Board points to prior stockholder support (approximately 76% in 2023) as evidence of alignment but is soliciting current-year feedback as required and on a triennial basis; an affirmative vote would be interpreted as support for the current approach, while a negative vote would likely prompt further engagement and potential changes. Given the Company’s recent operational performance (record revenues and Adjusted EBITDA in 2025) and significant equity-based awards, the vote serves as a governance signal on whether shareholders endorse the balance of short- and long-term incentives and the specific structure of executive pay.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.9% | 2,409,084 | $160M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.8% | 2,274,231 | $151M |
| 3 | Greenhouse Funds LLLP | 1.7% | 2,200,968 | $146M |
| 4 | BlackRock, Inc. | 1.4% | 1,840,164 | $122M |
| 5 | BlackRock, Inc. | 1.2% | 1,578,122 | $105M |
| 6 | STATE STREET CORP | 1.2% | 1,538,221 | $102M |
| 7 | AMERICAN CENTURY COMPANIES INC | 1.2% | 1,509,322 | $100M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.0% | 1,275,837 | $85M |
| 9 | BECK MACK OLIVER LLC | 0.9% | 1,117,119 | $74M |
| 10 | VAN ECK ASSOCIATES CORP | 0.8% | 974,287 | $65M |
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