Independent
Tenure on this board
21.1 yrs
Also a director at
Helix Energy Solutions Group Inc (HLX)Epsilon Energy Ltd (EPSN)
8 nominees · 3 ballot items.
Elect three directors (Proposal 1); ratify PwC as independent auditors for 2026 (Proposal 2); and cast a non-binding advisory “say-on-pay” vote to approve executive compensation (Proposal 3).
Election of John V. Lovoi, Will Donnell and Angie Sedita as Class II directors to serve three-year terms expiring in 2029.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed executive compensation for its named executive officers. Management seeks this approval to validate its pay-for-performance program, which combines base salary, annual cash incentives tied to Adjusted EBITDA, and long-term equity awards (RSUs and performance units tied to TSR and ROCE) to align management incentives with stockholder value. The Compensation Committee and Board argue the program is market‑competitive, grounded in peer benchmarking and consultant support, and was calibrated based on 2025 performance (including Adjusted EBITDA achievement that produced partial bonus payouts) and strong prior shareholder support (≈98% in 2025). The vote is advisory and non-binding, so while approval signals stockholder endorsement and influences future compensation decisions, it does not compel contractual changes. Key governance context includes robust committee oversight, stock ownership and anti‑hedging policies, and severance/change-in-control protections; critics often view such protections and guaranteed minimum equity grants as potential excesses. The Company emphasizes its annual say-on-pay engagement, responsiveness to feedback, and continued shareholder engagement as mechanisms to address concerns. Given the Company’s recent merger activity and significant equity grants tied to long‑term TSR and ROCE metrics, the proposal offers investors a way to weigh short-term payouts against long-term alignment mechanisms. The Board recommends a FOR vote, citing alignment of compensation with performance and retention needs, while acknowledging the advisory nature of the vote and committing to consider the outcome in future compensation determinations.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BRANDES INVESTMENT PARTNERS, LP | 7.41% | 5,096,215 | $124M |
| 2 | BlackRock, Inc. | 6.22% | 4,278,110 | $104M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.89% | 2,677,894 | $65M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 3.67% | 2,522,430 | $62M |
| 5 | WELLINGTON MANAGEMENT GROUP LLP | 3.54% | 2,436,858 | $59M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.81% | 1,931,211 | $47M |
| 7 | GAMCO INVESTORS, INC. ET AL | 2.52% | 1,734,693 | $42M |
| 8 | STATE STREET CORP | 2.50% | 1,716,278 | $42M |
| 9 | DRIEHAUS CAPITAL MANAGEMENT LLC | 2.23% | 1,536,309 | $37M |
| 10 | BRANDES INVESTMENT PARTNERS, LP | 2.00% | 1,377,618 | $34M |
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