Independent
Tenure on this board
1.8 yrs
3 nominees · 3 ballot items.
Election of three directors; Advisory (non-binding) vote to approve NEO compensation (say-on-pay); Ratification of PwC as independent auditor for 2026.
Elect three Class I director nominees (Nandita Bakhshi, Joseph A. Berquist, Charlotte C. Henry) to serve three-year terms expiring in 2029.
Non-binding, advisory vote approving the Company’s executive compensation as disclosed in the proxy (say-on-pay).
This management proposal asks shareholders to cast a non-binding advisory vote approving the compensation paid to the company’s Named Executive Officers as disclosed in the proxy statement. Management seeks this annual approval to demonstrate shareholder support for its executive pay framework, which combines base salary, an Annual Incentive Plan (AIP) tied to Adjusted EBITDA, Net New Business Wins, and safety metrics, and a Long-Term Incentive Plan (LTIP) composed of PSUs (rTSR and adjusted ROIC) and time-based RSUs to align interests with shareholders and promote retention. The board recommends a “FOR” vote, citing robust governance practices: independent committee oversight, use of an independent compensation consultant, stock ownership and clawback policies, double-trigger CIC protections, and a history of strong shareholder support (97% approval in 2025). The proposal is non-binding; however, the board will review the results and consider them when setting future compensation policies. Investors should weigh the alignment between realized pay and company performance, including 2025 results (net sales $1.89B, net loss $2.5M, adjusted EBITDA $299.2M), the Committee’s discretionary adjustments to AIP payouts (e.g., excluding acquisition benefit and partially waiving EBITDA cap), and the multi-year PSU metrics that blend TSR and adjusted ROIC, which aim to balance absolute and relative performance.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.3% | 1,442,764 | $179M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.4% | 929,413 | $115M |
| 3 | ROYCE ASSOCIATES LP | 4.7% | 823,903 | $102M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.2% | 723,141 | $90M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 623,738 | $77M |
| 6 | STATE STREET CORP | 3.1% | 542,858 | $67M |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 3.0% | 517,390 | $64M |
| 8 | BlackRock, Inc. | 2.3% | 396,117 | $49M |
| 9 | GW Investment Management, LLC | 2.3% | 395,965 | $49M |
| 10 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 2.2% | 388,406 | $48M |
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