Not independent
Tenure on this board
15.9 yrs
Also a director at
Kite Realty Group Trust (KRG)
7 nominees · 3 ballot items.
Stockholders will vote to elect seven directors, to provide an advisory (non-binding) approval of the Company’s 2025 executive compensation (Say-on-Pay), and to ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Elect seven directors to hold office until the next annual meeting and until their successors are duly elected and qualified.
Advisory, non-binding vote to approve the 2025 compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve, on a non-binding basis, the company’s disclosed 2025 executive compensation for its Named Executive Officers. Management seeks shareholder approval to demonstrate support for its executive pay philosophy, which it characterizes as pay-for-performance and aligned with long-term stockholder value; the Compensation Committee notes that it has already undertaken significant actions in response to prior stockholder feedback. Contextually, the company received only about 35% support on its 2025 say-on-pay, prompting the committee to engage extensively with investors and to implement visible changes including voluntary forfeiture of 2024 performance-based awards by the CEO, President and CFO, no equity grants in 2025 to those senior officers, reduced bonus funding (paid at 80% of target), and a redesigned 2026 LTIP with stricter TSR-based metrics and lower maximum payouts. Management argues these actions and enhanced disclosure address investor concerns by simplifying the program, reducing target compensation (including a ~38% reduction for the CEO), increasing the proportion of at-risk pay, and strengthening post-vesting holding requirements to extend alignment. The advisory vote is non-binding, but management and the Compensation Committee state they will consider the vote’s outcome in future decisions; thus, a negative vote would likely trigger further engagement and potential additional changes. For investors evaluating the proposal, the material considerations include the company’s recent compensation concessions and structural redesigns, the link between realized pay and stock performance in recent years, and the potential trade-off between lowered target compensation and retention of key executives during a portfolio and capital-structure transition. The Board’s recommendation to vote FOR is premised on the view that the current program strikes an improved balance between retention, performance incentives, and shareholder alignment following year-end actions and the 2026 plan redesign. Finally, because the vote is advisory, it functions primarily as a governance signal that will inform future compensation design and Committee actions rather than directly altering compensation awarded for 2025.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | COHEN STEERS, INC. | 17.78% | 9,643,541 | $57M |
| 2 | Philosophy Capital Management LLC | 6.54% | 3,545,971 | $21M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.26% | 2,852,157 | $17M |
| 4 | T. Rowe Price Investment Management, Inc. | 5.21% | 2,826,598 | $17M |
| 5 | BlackRock, Inc. | 5.09% | 2,761,279 | $16M |
| 6 | BALYASNY ASSET MANAGEMENT L.P. | 4.82% | 2,615,356 | $15M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.39% | 2,380,193 | $14M |
| 8 | BlackRock, Inc. | 4.12% | 2,237,414 | $13M |
| 9 | PRINCIPAL FINANCIAL GROUP INC | 3.69% | 2,001,186 | $12M |
| 10 | VALUEWORKS LLC | 3.39% | 1,840,023 | $11M |
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