Independent
Tenure on this board
4.7 yrs
Also a director at
Asbury Automotive Group Inc (ABG)
5 nominees · 3 ballot items.
Election of five Class II directors; advisory (non-binding) approval of named executive officer compensation (“Say-on-Pay”); ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Elect five Class II director nominees (Joel Alsfine, Jonathan Coslet, J. Kristofer Galashan, Stuart Lasher and Jennifer Pomerantz) to serve until the 2029 annual meeting.
Non-binding advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy materials. Management seeks shareholder approval to validate its pay philosophy and to demonstrate alignment between executive compensation and company performance, emphasizing performance-based equity awards tied to Adjusted EBITDA and multi-year performance stock units. The Compensation Committee continues to rely on Adjusted EBITDA as the short-term and multi-year performance metric and has structured short-term awards as performance-based restricted stock units and long-term awards as a 50/50 split of time-based restricted stock units and performance stock units with tranche-based vesting levels; the Committee also adjusted certain NEO pay elements (notably increasing CFO pay and incentive opportunities) to remain competitive. The Board recommends a vote FOR, citing strong 2025 financial performance (record Adjusted EBITDA of $825.2 million) and prior high shareholder support (>97%) as justification; they argue the design promotes long-term alignment, mitigates excessive risk through vesting features, and uses external benchmarking. Potential shareholder concerns could include use of a classified board, clustered equity awards, major insider ownership concentrations and significant CEO pay resulting in high CEO-to-median pay ratio; management’s counterargument is that compensation is performance-based and aligned with long-term shareholder value, and that governance practices (stock ownership guidelines, clawback policy, independent committees) mitigate risks.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Leonard Green Partners, L.P. | 11.19% | 24,906,061 | $671M |
| 2 | TPG GP A, LLC | 8.01% | 17,830,652 | $480M |
| 3 | BlackRock, Inc. | 7.13% | 15,878,415 | $428M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.66% | 8,141,968 | $219M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.41% | 7,593,406 | $205M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.77% | 6,169,687 | $166M |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 2.64% | 5,875,804 | $158M |
| 8 | STATE STREET CORP | 2.55% | 5,667,473 | $153M |
| 9 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.02% | 4,504,004 | $121M |
| 10 | BlackRock, Inc. | 2.00% | 4,461,103 | $120M |
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