Independent
Tenure on this board
1.8 yrs
2 nominees · 3 ballot items.
Election of two directors; Ratification of Ernst & Young LLP as independent auditor; Advisory approval of named executive officer compensation.
Elect two Class II director nominees (Lucy Clark Dougherty and Evangeline Vougessis) to the Board for three-year terms expiring 2029.
Ratify EY’s appointment as independent registered public accounting firm for fiscal year ending Dec 31, 2026.
Advisory (non-binding) vote to approve executive compensation disclosures (Say-on-Pay).
This is a management-sponsored, non-binding advisory Say-on-Pay proposal asking stockholders to approve the compensation of named executive officers as disclosed in the proxy. Management seeks endorsement to validate its pay-for-performance program, which emphasizes a mix of base salary, annual incentives tied to Adjusted Corporate EBITDA, DOE per Transaction Day, total utilization, NPS, and board discretion, and long-term incentives (RSUs and PSUs) with performance and retention features. The Compensation Committee explains that pay decisions reflected sign-on awards for certain executives tied to VWAP thresholds and that 2025 EICP funded at 133.5% produced cash payouts while PSUs tied to Adjusted Corporate EBITDA paid out 0% for 2025. Vote is advisory; Board will consider results in future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Knighthead Capital Management, LLC | 57.5% | 181,455,469 | $837M |
| 2 | UBS Group AG | 5.2% | 16,308,865 | $75M |
| 3 | Pershing Square Capital Management, L.P.Activist | 4.8% | 15,241,127 | $70M |
| 4 | BlackRock, Inc. | 4.1% | 13,001,949 | $60M |
| 5 | NOMURA HOLDINGS INC | 3.8% | 12,011,890 | $55M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.2% | 6,799,637 | $31M |
| 7 | STATE STREET CORP | 1.8% | 5,815,455 | $27M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 1.7% | 5,495,236 | $25M |
| 9 | CIBC Bancorp USA Inc. | 1.6% | 4,906,020 | $23M |
| 10 | GOLDMAN SACHS GROUP INC | 1.3% | 3,948,122 | $18M |
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