Not independent
Tenure on this board
25.4 yrs
Also a director at
Anteris Technologies Global Corp (AVR)
2 nominees · 3 ballot items.
Elect two Class II directors nominated by the Board for three-year terms; approve, on a non-binding advisory basis, the 2025 compensation paid to the Company’s Named Executive Officers; and ratify Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026.
Elect two Class II directors nominated by the Board (David B. Roberts and John A. Roush) to three-year terms ending in 2029.
A non-binding, advisory vote to approve the 2025 compensation paid to the Company’s Named Executive Officers, as disclosed in the proxy statement (Compensation Discussion and Analysis).
This proposal requests a non-binding, advisory approval of the Company’s 2025 executive compensation as described in the CD&A and related tables. Management is seeking shareholder approval to validate its pay-for-performance philosophy and to demonstrate stockholder support for the mix and levels of cash, equity, and performance-based compensation it awarded in 2025. In context, LeMaitre delivered strong 2025 financial results—including $249.6 million in net sales, improved gross margin, and higher net income—and the Compensation Committee designed awards (50% options, 25% RSUs, 25% PSUs) to retain executives and align them with long‑term shareholder value; PSUs are tied to 2026 operating income with threshold, target, and maximum payout bands. The advisory vote is not binding, but the Board and Compensation Committee state they will consider the outcome when setting future pay; historically the company received >95% support in 2025, which management cites as evidence of broad stockholder alignment. The Board’s recommendation to vote FOR reflects its view that the program balances fixed and variable pay, emphasizes performance metrics, uses equity to align long‑term interests, and includes governance features such as a clawback policy and Committee oversight. Practical governance context includes a compensation review process, use of an in‑house compensation study, and severance/recoupment provisions; these mitigate certain risks while supporting retention. For an investor evaluating the merits, key considerations include the strong recent operating performance that underpinned above‑target payouts, the relative weighting of equity versus cash, the PSU design that defers vesting to future operating income outcomes, and the history of stockholder support. The advisory nature of the vote means its primary value is informational—either confirming alignment or signaling investor concerns—but it also influences future Committee decisions on target-setting, award mix, and disclosure. Overall, a FOR vote signals endorsement of the current compensation framework and grants the Compensation Committee validation to continue its current compensation approach, while a vote against would prompt the Board and Compensation Committee to engage with stockholders and possibly adjust program elements.
Ratify the Audit Committee’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.9% | 2,264,924 | $247M |
| 2 | Conestoga Capital Advisors, LLC | 6.5% | 1,476,813 | $161M |
| 3 | FIRST TRUST ADVISORS LP | 4.4% | 998,071 | $109M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 912,058 | $100M |
| 5 | STATE STREET CORP | 3.7% | 855,784 | $93M |
| 6 | CONGRESS ASSET MANAGEMENT CO | 3.7% | 834,529 | $91M |
| 7 | Copeland Capital Management, LLC | 3.2% | 735,207 | $80M |
| 8 | BlackRock, Inc. | 2.7% | 614,778 | $67M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.6% | 585,491 | $64M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.5% | 562,770 | $61M |
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