Independent
Tenure on this board
14.1 yrs
Also a director at
Precigen Inc (PGEN)Watsco Inc (WSO)
6 nominees · 3 ballot items.
Three proposals: election of six directors, ratification of Grant Thornton LLP as independent auditors for 2026, and an advisory (non-binding) approval of named executive officer compensation (Say on Pay).
Elect six directors — Cesar L. Alvarez, Howard S. Frank, Elizabeth D. Franklin, Rhea Goff, Jorge L. Gonzalez, and Thomas P. Murphy Jr. — each for a one-year term expiring at the 2027 annual meeting.
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
Non-binding, advisory approval of the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This advisory Say on Pay proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables. Management seeks this advisory approval to confirm shareholder support for the company’s compensation philosophy and to receive feedback that will inform future executive pay decisions. The proposal exists because of the Dodd-Frank Act requirement to provide an annual advisory vote on executive compensation; while non-binding, the Board and the Compensation and Human Capital Committee (CHC Committee) commit to reviewing and taking into account the vote’s outcome. The Company’s 2025 pay program emphasized base salary, discretionary cash incentives tied to overall company performance and individual contribution, and the addition of time-based restricted stock awards under an LTIP to align long-term interests with shareholders and provide retention incentives. Management argues the program strikes an appropriate balance between responsible pay practices and incentives tied to financial and operational metrics, pointing to prior shareholder support (over 97% in 2025) as validation. The Board’s recommendation to vote FOR is rooted in its view that the compensation structure aligns executives’ interests with long-term shareholder value and provides necessary retention and performance incentives. The committee retains discretion over incentive payout decisions and will consider liquidity and business conditions when awarding discretionary cash incentives, underscoring that the program is not formulaic but judgment-based. Given the advisory nature of the vote, the proposal carries no binding legal effect, but a negative outcome would trigger a substantive review by the CHC Committee and the Board to evaluate potential changes to compensation practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FAIRHOLME CAPITAL MANAGEMENT LLC | 33.46% | 19,210,167 | $1.2B |
| 2 | BlackRock, Inc. | 7.24% | 4,156,413 | $261M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.69% | 3,839,565 | $241M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.14% | 1,800,615 | $113M |
| 5 | STATE STREET CORP | 2.59% | 1,485,510 | $93M |
| 6 | Select Equity Group, L.P. | 2.22% | 1,274,988 | $80M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 2.19% | 1,254,595 | $79M |
| 8 | BlackRock, Inc. | 2.14% | 1,229,220 | $77M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.53% | 878,098 | $55M |
| 10 | Praetorian PR LLC | 1.18% | 675,000 | $42M |
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