Independent
Tenure on this board
11.0 yrs
Also a director at
Quanta Services Inc (PWR)
9 nominees · 4 ballot items.
Election of nine directors; advisory (non-binding) vote to approve executive compensation; approval of Amended and Restated 2022 Stock Incentive Plan (increase shares, extend term, revise director compensation limits); ratification of Ernst & Young LLP as independent registered public accounting firm.
Elect nine nominees to the Board to serve until the 2027 Annual Meeting.
Non-binding advisory vote to approve the Company’s executive compensation (say-on-pay).
This management proposal asks stockholders to cast a non-binding advisory vote to approve named executive officer compensation as disclosed in the proxy. Management seeks endorsement to validate its pay-for-performance design: competitive total direct compensation with a majority delivered as at-risk equity and annual cash incentives tied to financial and strategic KPIs. The board’s Compensation and Personnel Committee uses an independent consultant, peer benchmarking, clawback policies, and stock ownership guidelines to support alignment; the CD&A provides detailed rationale and outcomes including strong FY2026 performance and high CEO payout for achieving targets. Approval is non-binding but management will consider results when setting future pay. The board recommends FOR, arguing the program incentivizes long-term alignment, retention, and market competitiveness, and notes prior strong shareholder support (≈86% in prior year).
Approve amendment and restatement of the 2022 Stock Incentive Plan to increase authorized shares by 1,400,000, extend term to 2036, revise non-employee director compensation limit to cash-based, and make administrative changes.
Management requests shareholder approval to amend and restate the 2022 Stock Incentive Plan to add 1.4M shares, extend the plan term, and adjust non-employee director award limits. The company argues it needs additional equity capacity to recruit and retain talent, align interests via equity, and that the adjusted overhang would remain below peer median. The plan includes governance protections: no single-trigger CIC vesting, limits on repricing without shareholder approval, minimum vesting periods, dividend restrictions on unearned performance awards, and director compensation caps. The board recommends FOR, having weighed dilution metrics (three-year burn rate and overhang), market competitiveness, and proxy advisory considerations; approval would provide roughly two years of equity capacity per management’s estimate.
Ratify the Audit Committee’s selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.13% | 5,658,408 | $356M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.75% | 3,433,778 | $216M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.61% | 2,853,622 | $180M |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 4.72% | 2,402,190 | $151M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.61% | 2,343,476 | $148M |
| 6 | STATE STREET CORP | 3.99% | 2,029,298 | $129M |
| 7 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.87% | 1,967,590 | $124M |
| 8 | BlackRock, Inc. | 2.96% | 1,507,182 | $95M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.70% | 1,370,949 | $86M |
| 10 | Allspring Global Investments Holdings, LLC | 2.51% | 1,275,733 | $80M |
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.