Independent
Tenure on this board
0.3 yrs
3 nominees · 3 ballot items.
Elect three Class II directors (Paul Vasington, Jeannine Lane, Eileen M. Youds); ratify KPMG LLP as the independent registered public accounting firm for the year ending January 2, 2027; and approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the proxy statement.
Elect three nominees—Paul Vasington, Jeannine Lane, and Eileen M. Youds—to serve as Class II directors for two-year terms expiring at the 2028 Annual Meeting of Shareholders.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending January 2, 2027.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narrative disclosures.
This non-binding management proposal asks shareholders to approve the Company’s disclosed executive compensation programs and outcomes for the named executive officers, providing the Board and Compensation Committee with shareholder feedback on pay practices. Management seeks approval to confirm that its mix of base salary, annual cash incentives, and long-term equity (50% PSUs / 50% RSUs for 2025 grants) is appropriately aligned with shareholder interests and company performance. The proxy disclosures show that annual incentives for 2025 were tied to Adjusted EBITDA, revenue, and free cash flow and that the Compensation Committee exercised discretion to reduce payouts to 90% of target despite metrics that would have produced slightly higher preliminary payouts; this demonstrates active committee oversight in response to performance and shareholder feedback. Long-term incentive PSUs are tied to multi-year cumulative Adjusted EBITDA, and earlier 2023–2025 PSUs paid out 0% because cumulative Adjusted EBITDA was below threshold, underscoring the program’s pay-for-performance design. Management emphasizes governance safeguards that support the recommendation, including an independent compensation consultant (Mercer), stock ownership guidelines, a clawback policy, and a Severance and Change in Control Plan aligned with market practices. The Board also notes prior shareholder engagement and the 2025 say-on-pay result (~71% support) and intends to consider the outcome of this advisory vote in future compensation decisions. Because the vote is advisory, it will not change contractual terms directly, but a FOR vote signals shareholder support for the Board’s approach; a significant vote AGAINST could prompt a reassessment of incentive design, metrics, target setting, or disclosure. In evaluating the proposal, sophisticated analysts should weigh the company’s recent financial performance (2025 Adjusted EBITDA and revenue below prior-year levels but with strong free cash flow), the Compensation Committee’s discretionary adjustments, the forfeiture of prior PSUs for underperformance, and how the current incentive metrics and governance features compare to peers and investor expectations. Overall, the Company argues the program balances short- and long-term incentives, applies discretion when warranted, and includes governance controls intended to align pay with long-term shareholder value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 9.4% | 12,856,667 | $66M |
| 2 | COOKE BIELER LP | 5.7% | 7,783,875 | $40M |
| 3 | FMR LLC | 4.7% | 6,460,518 | $33M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.4% | 6,032,886 | $31M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 5,848,486 | $30M |
| 6 | JPMORGAN CHASE CO | 4.3% | 5,836,716 | $29M |
| 7 | BlackRock, Inc. | 3.5% | 4,795,453 | $25M |
| 8 | River Road Asset Management, LLC | 3.3% | 4,500,422 | $23M |
| 9 | AMERIPRISE FINANCIAL INC | 3.2% | 4,356,583 | $22M |
| 10 | BlackRock, Inc. | 3.0% | 4,034,021 | $21M |
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