Independent
Tenure on this board
3.9 yrs
Also a director at
Excelerate Energy Inc (EE)Dte Energy Co (DTE)
10 nominees · 3 ballot items.
Elect 10 directors named in the proxy; Approve, on an advisory (non-binding) basis, the compensation of named executive officers for 2025 (say-on-pay); Ratify the appointment of KPMG LLP as independent auditor for fiscal year 2026.
Elect the ten directors named in the proxy statement to hold one-year terms until the 2027 annual meeting.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement for 2026 (the 'say-on-pay' vote).
This non-binding advisory proposal asks shareholders to approve the overall 2025 compensation of the Company’s named executive officers as disclosed in the proxy materials. Management is seeking shareholder approval to validate its pay program design, which emphasizes pay-for-performance through a mix of base salary, annual incentives tied to financial and sustainability goals, and long-term equity incentives (notably a large allocation to performance share units for senior executives, including the CEO). The Compensation Committee sets objective quantitative metrics (Adjusted EBITDA, Levered Free Cash Flow, and Net Debt/EBITDA) that account for 55% of the annual incentive and sustainability/safety metrics (methane intensity, TRIR, MVIR) that account for 20%, with qualitative factors comprising the remaining portion; this demonstrates a multi-dimensional approach intended to align management incentives with operational, financial, and ESG outcomes. The Company also uses multi-year PSUs tied to absolute and relative TSR, time-based RSUs, clawback and post‑termination protections, and executive stock ownership guidelines to further align long-term interests with shareholders. Management notes that the program received very strong prior-year shareholder support and highlights governance features (independent compensation committee oversight, independent consultant, no single-trigger CIC protections for future grants) to justify continuing the program. Because the vote is advisory, the Board will consider the outcome when making future compensation decisions; its formal recommendation for a FOR vote reflects judgment that the program appropriately balances retention, incentives, and shareholder alignment given company performance and market practice. Key risks to shareholders include concentrated equity-based compensation sensitivity to stock-price volatility and potential misalignment if incentive metrics are not well-calibrated, but the Board argues that robust metric selection and governance mitigants reduce such risks.
Ratify the Audit Committee's appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Blackstone Inc. | 7.34% | 11,914,273 | $577M |
| 2 | BlackRock, Inc. | 3.02% | 4,911,022 | $238M |
| 3 | GOLDMAN SACHS GROUP INC | 2.14% | 3,473,526 | $168M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.76% | 2,852,981 | $138M |
| 5 | MORGAN STANLEY | 1.66% | 2,690,639 | $130M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 1.30% | 2,116,386 | $102M |
| 7 | Neuberger Berman Group LLC | 1.26% | 2,044,238 | $99M |
| 8 | CUSHING ASSET MANAGEMENT, LP dba NXG INVESTMENT MANAGEMENT | 1.15% | 1,874,000 | $91M |
| 9 | UBS Group AG | 1.11% | 1,798,542 | $87M |
| 10 | STATE STREET CORP | 1.05% | 1,712,280 | $83M |
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