Independent
Tenure on this board
25.0 yrs
Also a director at
Tecogen Inc (TGEN)
2 nominees · 3 ballot items.
Elect two directors (John M. Albertine and Thomas C. Leonard) for three-year terms expiring in 2029; approve, by non-binding advisory vote, the company’s executive compensation (say-on-pay); and ratify the selection of KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026.
Elect John M. Albertine and Thomas C. Leonard as directors for three-year terms expiring in 2029.
Non-binding, advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This non-binding management proposal asks stockholders to approve the company’s executive compensation disclosure (a 'say-on-pay' vote) as required under Section 14A of the Exchange Act. Management is seeking shareholder approval to confirm support for its compensation philosophy and program, which emphasizes pay-for-performance through objective metrics (adjusted diluted EPS growth, return on average stockholders’ equity, and adjusted EBITDA for equity awards), a mix of cash and performance- and time-based restricted stock units, and retention elements. The company states its program is designed to attract and retain leadership, reward performance tied to financial measures, and align executives’ interests with long-term stockholder value; the board also notes that the advisory vote is non-binding but will inform future decisions by the compensation committee. The compensation program includes annual cash incentives tied to adjusted diluted EPS growth and adjusted return on average stockholders’ equity, and performance-based RSUs tied to adjusted EBITDA with additional time-based vesting. Management highlights that a substantial majority (~91%) of votes supported the program at the 2025 meeting, and that fiscal 2025 performance produced mixed outcomes under different measures (cash bonuses above target, equity below target). The board recommends a vote FOR because it believes the program’s objective metrics and mix of incentives appropriately align pay with company performance and stockholder interests. Potential governance considerations include the heavy use of formulaic financial metrics (which reduces discretion but may not capture all strategic priorities), limited individual performance discretion in annual cash bonuses, and the company’s continued use of double-trigger change-in-control protections for retention. In evaluating the proposal, sophisticated analysts should weigh the program’s clear link to measurable financial outcomes and historical shareholder support against whether the chosen metrics and incentive mix best capture long-term value creation and risk management for the company.
Ratify the audit committee’s selection of KPMG LLP as the company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.45% | 1,234,195 | $361M |
| 2 | WASATCH ADVISORS LP | 8.79% | 1,038,548 | $304M |
| 3 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 8.10% | 956,388 | $280M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.94% | 701,940 | $205M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.48% | 529,048 | $155M |
| 6 | STATE STREET CORP | 3.90% | 460,514 | $135M |
| 7 | Capital International Investors | 3.79% | 447,841 | $131M |
| 8 | Neuberger Berman Group LLC | 3.13% | 369,486 | $108M |
| 9 | Capital World Investors | 3.01% | 354,850 | $104M |
| 10 | BlackRock, Inc. | 2.84% | 334,977 | $98M |
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