Independent
Tenure on this board
4.5 yrs
Also a director at
Nov Inc (NOV)
3 nominees · 3 ballot items.
Shareholders will vote to elect three Class II directors, ratify Deloitte & Touche LLP as LP's independent registered public accounting firm for 2026, and approve on a non-binding, advisory basis the compensation of named executive officers.
Elect three Class II director nominees (Jose A. Bayardo, Stephen E. Macadam and Jean‑Michel Ribiéras) to serve three‑year terms expiring at the 2029 Annual Meeting.
Ratify Deloitte & Touche LLP as LP’s independent registered public accounting firm for 2026.
Advisory vote to approve, on a non‑binding basis, the compensation of LP’s named executive officers as disclosed in this proxy statement.
This advisory 'say-on-pay' proposal asks stockholders to approve the compensation disclosed for LP’s named executive officers. Management seeks approval to validate its compensation framework, which emphasizes pay‑for‑performance through a mix of annual cash incentives tied to Adjusted EBITDA and Economic Profit and long‑term performance stock units (PSUs) tied to three‑year return on invested capital (ROIC) with a TSR modifier. The Compensation Committee uses peer benchmarking and an independent consultant (FW Cook) to set targets and design pay elements intended to attract and retain executives and align their incentives with stockholder value. The program incorporates significant at‑risk compensation (annual and long‑term incentives), equity ownership guidelines, a clawback/recoupment policy, and double‑trigger vesting protections on change‑of‑control events to limit excessive risk‑taking and protect stockholders. Management argues the high percentage of performance‑based pay and specific metrics ensure executives’ interests track company operational and financial goals across the cycle. The Board points to prior strong say‑on‑pay support (over 97% approval in 2025), recent executive retention and succession actions, and the Compensation Committee’s modification of PSU metrics (switching 2023 PSUs to ROIC) as evidence of oversight and alignment with long‑term performance. Because the vote is advisory, the Board will consider the outcome when making future compensation decisions, but is not legally bound by it. Investors evaluating the proposal should weigh the alignment of metrics, the rigorous governance safeguards, historical pay‑for‑performance outcomes, and whether the disclosures sufficiently justify realized pay relative to company results and peer performance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BERKSHIRE HATHAWAY INC | 6.2% | 4,344,909 | $316M |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 6.1% | 4,240,697 | $309M |
| 3 | BlackRock, Inc. | 5.1% | 3,592,746 | $261M |
| 4 | 59 North Capital Management, LP | 4.7% | 3,263,810 | $237M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.4% | 3,060,930 | $223M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 2,819,024 | $205M |
| 7 | EMINENCE CAPITAL, LPActivist | 3.6% | 2,533,385 | $184M |
| 8 | STATE STREET CORP | 3.2% | 2,213,927 | $161M |
| 9 | FMR LLC | 3.2% | 2,206,382 | $161M |
| 10 | BlackRock, Inc. | 2.8% | 1,932,202 | $141M |
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