Not independent
Tenure on this board
1.4 yrs
11 nominees · 4 ballot items.
Elect 11 directors (8 for Class A, 3 for Common), non-binding advisory vote to approve executive compensation, approve the 2026 Long-Term Incentive Plan, and ratify Grant Thornton LLP as independent auditors.
Elect eight Class A Common Stock nominees and three Common Stock nominees as directors for one-year terms.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
The proposal requests an advisory approval of the company’s executive compensation program as disclosed in the proxy. Management seeks shareholder endorsement to validate its pay-for-performance approach, which links executive incentives to financial metrics like pre-tax income, EBITDA and sales, and emphasizes equity-based long-term incentives (PRSUs and RSUs). The Board recommends a “For” vote, citing alignment with stockholder interests, retention, and demonstrated historical support (98% prior approval). While advisory and non-binding, a favorable vote signals shareholder support and informs future compensation decisions; a negative vote would prompt the NCG Committee to reassess elements of the program. Key context includes a leadership transition in 2025, increased CEO pay targets and equity awards tied to 2025 performance, and robust disclosure of governance safeguards (clawback, limits on repricing, and stock ownership guidelines). The NCG Committee relies on Meridian as a consultant and uses peer data to set targets; performance outcomes in 2025 produced higher-than-target payouts for both annual and long-term incentives, reflecting improved pre-tax income and EBITDA metrics.
Approve the 2026 Long-Term Incentive Plan to replace prior equity plans, authorizing 1,269,680 shares to be issued under the plan and carry governance protections.
Ratify Grant Thornton LLP as the company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PZENA INVESTMENT MANAGEMENT LLC | 9.1% | 1,460,148 | $31M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.6% | 907,507 | $19M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 4.5% | 719,830 | $15M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 592,200 | $13M |
| 5 | AMERICAN CENTURY COMPANIES INC | 3.4% | 540,734 | $11M |
| 6 | BlackRock, Inc. | 3.4% | 540,544 | $11M |
| 7 | BlackRock, Inc. | 3.2% | 516,404 | $11M |
| 8 | LSV ASSET MANAGEMENT | 3.0% | 475,370 | $10M |
| 9 | Cambria Investment Management, L.P. | 2.8% | 446,026 | $9M |
| 10 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 2.2% | 352,521 | $7M |
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