Independent
Tenure on this board
4.8 yrs
9 nominees · 3 ballot items.
Election of nine directors; Ratification of KPMG LLP as independent auditor for 2026; Advisory (non-binding) vote to approve executive compensation (say-on-pay).
Election of nine directors to serve one-year terms.
Ratify appointment of KPMG LLP as the company’s independent auditor for 2026.
Non-binding, advisory vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement.
The advisory say-on-pay proposal asks shareholders to approve, on a non-binding basis, the 2025 compensation disclosed for Named Executive Officers, including CD&A and related tables. Management seeks shareholder approval to validate the Company’s pay-for-performance philosophy and to demonstrate shareholder support for its compensation program design, which emphasizes at-risk performance pay, multi-year vesting, and alignment to financial metrics such as pretax adjusted operating earnings, controllable costs, net cash flow to JFI, and adjusted operating ROE. The Compensation Committee monitors say-on-pay outcomes and shareholder feedback and uses this input in setting future compensation and plan design. Significant recent context includes strong shareholder support in 2025 (over 94% approval), CEO and NEO pay structured with PSUs/RSUs and cash bonuses tied to performance, and the Company’s recent strategic actions (formation of captive reinsurer and partnership with TPG) that management cites as drivers of higher compensation payouts in 2025. The Board recommends a vote FOR the proposal because it believes the program aligns executives’ interests with long-term shareholder value, incorporates robust governance safeguards (clawback policy, stock ownership guidelines, no hedging/pledging), and delivered strong financial and operational outcomes in 2025. The proposal is advisory and non-binding, and the Board commits to consider shareholder votes when making future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.8% | 5,463,744 | $578M |
| 2 | TPG GP A, LLC | 6.8% | 4,715,554 | $499M |
| 3 | BlackRock, Inc. | 6.6% | 4,571,559 | $483M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 5.5% | 3,840,813 | $406M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 3,154,213 | $333M |
| 6 | STATE STREET CORP | 4.2% | 2,931,361 | $310M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.8% | 1,932,915 | $213M |
| 8 | DONALD SMITH CO., INC. | 2.7% | 1,892,397 | $200M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.2% | 1,526,708 | $161M |
| 10 | BlackRock, Inc. | 2.1% | 1,494,101 | $158M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.