Independent
Tenure on this board
2.0 yrs
Also a director at
Sotera Health Co (SHC)Seaport Therapeutics Inc (SPTX)
8 nominees · 4 ballot items.
Elect eight directors; advisory approval of named executive officer compensation (say-on-pay); advisory vote on frequency of future say-on-pay votes (say-on-frequency) with board recommendation for one year; ratify PwC as independent auditor for 2026.
Elect eight director nominees to serve one-year terms until the 2027 Annual Meeting.
Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the overall compensation of Indivior’s named executive officers as disclosed in the proxy statement (the say-on-pay vote). Management seeks shareholder support to validate its pay-for-performance executive compensation program, which emphasizes long-term, performance-based awards (PSUs and RSUs) and significant at-risk compensation tied to SUBLOCADE net revenue, adjusted operating profit and other KPIs. The Board recommends a vote FOR, citing alignment with shareholder interests, robust governance features (clawback policy, stock ownership guidelines, anti-hedging), and a compensation committee process supported by an independent consultant. Context includes a 2025 CEO transition and substantial payouts in 2025 due to strong SUBLOCADE performance, notable on-hire awards for the CEO tied to VWAP targets, and recent governance changes following redomiciliation to the U.S. Potential shareholder concerns include the magnitude of CEO on-hire awards and gross-ups for certain perquisites; management contends these were approved and align with market practice and retention needs. The advisory vote is non-binding but will be considered by the Board in future compensation decisions.
Advisory (non-binding) vote to indicate preferred frequency (1, 2 or 3 years) for future say-on-pay votes; Board recommends one year.
This management proposal asks shareholders to select the preferred advisory frequency—one, two, or three years—for future say-on-pay votes. Management recommends annual voting, arguing that it facilitates more direct and frequent shareholder input and aligns with the Company’s annual compensation review cycle and pay-for-performance practices. Because the vote is advisory and non-binding, the Board retains discretion; however, it will consider the outcome when setting policy. The proposal is procedural but relevant to governance engagement and investor relations: an annual frequency enables more immediate shareholder feedback on compensation changes (notably following the Company’s redomiciliation and executive transition) while multi-year frequencies are occasionally preferred by companies to reduce administrative costs and investor voting fatigue. The Board’s recommendation for one year signals management’s intent to maintain frequent engagement on compensation matters.
Ratify PwC as the independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.0% | 13,392,418 | $408M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.5% | 7,891,819 | $241M |
| 3 | OAKTREE CAPITAL MANAGEMENT LPActivist | 5.7% | 6,984,102 | $213M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.6% | 5,586,576 | $170M |
| 5 | STATE STREET CORP | 4.0% | 4,903,993 | $149M |
| 6 | Two Seas Capital LP | 3.9% | 4,746,510 | $145M |
| 7 | MILLENNIUM MANAGEMENT LLC | 3.8% | 4,595,535 | $140M |
| 8 | FULLER THALER ASSET MANAGEMENT, INC. | 3.7% | 4,529,583 | $138M |
| 9 | Madison Avenue Partners, LP | 3.5% | 4,315,162 | $132M |
| 10 | BlackRock, Inc. | 3.0% | 3,701,063 | $113M |
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