Not independent
Tenure on this board
26.4 yrs
10 nominees · 4 ballot items.
Shareholders will vote to elect ten director nominees, ratify Ernst & Young LLP as the independent registered public accounting firm for 2026, cast a non-binding advisory (say-on-pay) vote to approve executive compensation, and consider any other business properly brought before the Annual Meeting.
Elect the ten director nominees named in the proxy statement to serve on the board until the next annual meeting.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Provide non-binding, advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation as disclosed in the proxy statement (the CD&A, summary compensation table and accompanying narrative). Management is seeking shareholder approval to validate its compensation philosophy that emphasizes pay-for-performance, links executive pay to financial metrics (Adjusted Earnings and Adjusted ROE) and multi-year performance-based LTIP awards (Relative TSR and Cumulative Adjusted EPS), and implicitly ties pay to sustainability outcomes given the Company’s climate-focused investment strategy. The Compensation Committee presents the proposal with the rationale that the mix of cash, short-term incentives and long-term equity aligns executives’ interests with long-term stockholder value, encourages retention through time-vesting awards, and subjects a material portion of pay to downside risk if performance targets are not met. Management points to the Company’s 2025 results—growth in portfolio and managed assets, increased Adjusted EPS and Adjusted Recurring NII, and strong new investment activity—as evidence that the program operates effectively and produced above-target quantitative payouts in 2025. Because the vote is advisory, it does not bind the board, but the Compensation Committee states it will consider the outcome when setting future pay policies; historically this is the standard corporate response mechanism to shareholder feedback on pay. From an analyst perspective, key evaluation points include the rigor of performance targets (relative TSR percentile thresholds and specific cumulative Adjusted EPS levels), the balance between cash and equity pay, potential tax-deductibility trade-offs under Section 162(m), severance and change-in-control protections, and the degree to which sustainability metrics are actually incorporated versus being described as implicit. The program’s use of LTIP units and OP unit conversions introduces structural complexity (including potential zero value absent partnership revaluation) that may affect realized pay; analysts should model multiple performance and market scenarios to estimate actual payouts. The Compensation Committee retains discretion in certain allocations and retains an independent consultant (Pay Governance), which supports governance, but shareholders may still press for clearer, simpler metric links or enhanced disclosure on how sustainability outcomes quantitatively affect pay. In short, the proposal is management’s request for endorsement of its 2025 pay framework and outcomes; a FOR vote affirms the board’s design and governance of executive pay, while a vote AGAINST or significant dissent would likely trigger outreach, potential design changes, and further engagement by the Compensation Committee.
Transact such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof.
This is a catch-all, open-ended agenda item allowing the meeting to consider any additional matters properly presented at the Annual Meeting. It does not describe a specific action or resolution and therefore carries no specific recommendation or detailed disclosure in the proxy; management ordinarily reserves discretion to vote proxies on such matters. From an analytical perspective, the range of items that could arise includes ministerial procedural matters, immaterial housekeeping actions, or potentially substantive stockholder proposals (if timely presented) although the proxy indicates stockholder proposal submission deadlines and procedures. Because the item is undefined, its materiality and governance implications depend entirely on the specific matter raised; stockholders concerned about particular topics should monitor supplemental filings or meeting announcements and engage with the Company ahead of the meeting. The board’s customary practice—described in the proxy—is to vote proxies in favor of routine matters absent contrary instruction and to treat broker non-votes and abstentions according to NYSE rules; any substantive item would generally prompt specific disclosure and likely receive an explicit recommendation in supplemental materials. Analysts should treat this item as procedural but remain alert for any post-filing developments (e.g., new proposals, regulatory developments or litigation settlements) that could be presented under this rubric and would require prompt reassessment of governance risk and potential financial impact.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.41% | 13,366,142 | $491M |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 6.61% | 8,483,636 | $312M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.03% | 7,738,171 | $284M |
| 4 | T. Rowe Price Investment Management, Inc. | 5.33% | 6,845,558 | $252M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.44% | 5,697,899 | $209M |
| 6 | STATE STREET CORP | 4.20% | 5,398,446 | $198M |
| 7 | ALLIANCEBERNSTEIN L.P. | 3.56% | 4,574,980 | $144M |
| 8 | BlackRock, Inc. | 2.89% | 3,705,705 | $136M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.05% | 2,638,954 | $97M |
| 10 | Invesco Ltd. | 2.02% | 2,596,400 | $95M |
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