Independent
Tenure on this board
8.4 yrs
Also a director at
Accendra Health Inc (ACH)
4 nominees · 3 ballot items.
Election of four Class I directors for three-year terms; an advisory (non-binding) vote to approve named executive officer compensation (say-on-pay); and ratification of Deloitte & Touche LLP as independent auditors for 2026.
Election of four Class I director nominees—Mark A. Beck, Carl R. Christenson, Katrina L. Helmkamp and Alejandro Quiroz Centeno—to serve three-year terms expiring in 2029.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This advisory (non-binding) proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy, including the Compensation Discussion and Analysis and related tables. Management is seeking approval to signal stockholder support for its executive pay framework, which emphasizes pay-for-performance through a mix of base salary, annual cash incentives tied to Adjusted EBITDA, organic sales growth and cash flow conversion, and long-term incentives (PSUs, stock options, restricted stock/units) linked to relative TSR and adjusted organic net income growth. In 2025 the Company reported a Business Performance Factor of 99% for short-term incentives and granted PSUs with a three-year performance period (75% relative TSR vs. S&P 500, 25% adjusted organic net income growth) and a one-year post-vest holding requirement; the Compensation Committee also increased emphasis on cash flow conversion and added restricted stock/units to LTI grants. The Board recommends FOR because it views the compensation design as aligning management incentives with long-term stockholder value, citing a high percentage of performance-based pay (approximately 87% of the CEO’s target pay) and governance features such as clawbacks, stock ownership guidelines, independent consultant advice, and prohibitions on hedging and pledging. The vote is advisory and non-binding, but the Compensation Committee will consider the outcome when setting future policies. The proposal has company-specific context of strong 2025 operational and cash-flow performance, selective pay adjustments for retention and market alignment, and a recent history of say-on-pay support from stockholders. Dissenting views would center on whether metrics and pay levels sufficiently tie payouts to sustained long-term performance or sufficiently reflect changing investor priorities (e.g., sustainability metrics were removed from the 2025 MICP). Given these trade-offs, investors should assess the PSU design, payout caps, and realized pay outcomes alongside recent Company performance and governance safeguards before deciding how to vote.
Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.6% | 4,854,696 | $920M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.1% | 3,768,696 | $714M |
| 3 | PRIMECAP MANAGEMENT CO/CA/ | 4.5% | 3,302,937 | $626M |
| 4 | STATE STREET CORP | 4.3% | 3,205,396 | $608M |
| 5 | BlackRock, Inc. | 3.1% | 2,260,067 | $428M |
| 6 | MILLENNIUM MANAGEMENT LLC | 2.7% | 1,995,944 | $378M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 1,849,868 | $349M |
| 8 | MORGAN STANLEY | 2.4% | 1,767,905 | $335M |
| 9 | BlackRock, Inc. | 2.0% | 1,507,405 | $286M |
| 10 | Invesco Ltd. | 2.0% | 1,466,032 | $278M |
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