Independent
Tenure on this board
7.9 yrs
9 nominees · 3 ballot items.
Elect nine directors to the Board; advisory (non-binding) approval of the compensation of the Company’s Named Executive Officers (Say-on-Pay); and advisory ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Elect nine director nominees named in the proxy statement to the Board of Directors, each for a one-year term expiring at the 2027 Annual Meeting.
Non-binding, advisory vote to approve 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 proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed executive compensation for the Named Executive Officers (NEOs). Management seeks shareholder approval both as a governance practice and to validate the Human Resources & Compensation Committee’s (HR&CC) pay-for-performance framework that ties short-term incentives to Adjusted Operating Income and Distributable Cash Flow and long-term incentives to multi-year PSUs (TBVPSG with an rTSR modifier and Three-Year Adjusted ROE), RSUs and options. Notable contextual factors include significant management transitions in 2025 (the former CEO’s departure and appointment of an Interim CEO), one-time retention RSU awards made in October 2025 to support continuity, and changes to PSU metrics in 2025 (the introduction of Adjusted Tangible Book Value Per Share Growth as a primary PSU metric with an rTSR modifier). The Company discloses that 2025 financial results missed certain profitability targets (adjusted consolidated net operating income and adjusted operating income below target), resulting in STI payouts substantially below target for continuing NEOs and partial forfeitures or reduced payouts on some performance awards, which the Board and HR&CC point to as evidence of pay being at risk. Management argues the program balances retention (time-based retention RSUs) and alignment (performance-based PSUs with multi-year metrics and an rTSR modifier) and that the HR&CC will consider shareholder feedback in future compensation decisions. Opposing investor concerns could focus on the size of some retention and separation arrangements (e.g., severance and retention awards), and on whether certain one-time awards or the use of adjusted non-GAAP metrics weaken the direct tie between pay and realized shareholder returns. The Board’s recommendation for a FOR vote is supported by its assessment that the program is competitive, consistent with the Company’s pay philosophy, and designed to promote long-term shareholder value while addressing retention during executive transitions. Because the vote is advisory, the HR&CC will review the outcome and consider any shareholder feedback when setting future compensation, preserving the Board’s discretion while signaling responsiveness to investor views.
Non-binding, advisory vote to ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.28% | 4,875,612 | $149M |
| 2 | FULLER THALER ASSET MANAGEMENT, INC. | 6.28% | 3,697,718 | $113M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.64% | 3,321,484 | $102M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.47% | 2,629,208 | $80M |
| 5 | STATE STREET CORP | 3.83% | 2,255,723 | $69M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.76% | 2,216,068 | $68M |
| 7 | D. E. Shaw Co., Inc.Activist | 3.60% | 2,121,962 | $65M |
| 8 | BlackRock, Inc. | 2.90% | 1,707,388 | $52M |
| 9 | AQR CAPITAL MANAGEMENT LLC | 2.15% | 1,267,078 | $39M |
| 10 | MILLENNIUM MANAGEMENT LLC | 1.88% | 1,106,788 | $34M |
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