Not independent
Tenure on this board
1.6 yrs
9 nominees · 3 ballot items.
Election of nine directors, ratification of Ernst & Young LLP as independent auditors for fiscal 2026, and an advisory (non-binding) vote to approve the Company’s fiscal 2025 named executive officer compensation as disclosed in the proxy statement.
Vote to elect nine director nominees to the Board to serve one-year terms expiring at the 2027 Annual Meeting.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 26, 2026.
Advisory, non-binding resolution to approve the fiscal year 2025 compensation paid to the Company’s named executive officers as disclosed in the CD&A, compensation tables, and narrative.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s fiscal 2025 named executive officer (NEO) compensation as presented in the CD&A and related disclosure. Management seeks shareholder approval to validate a compensation program designed at the time of the Transaction that emphasizes pay-for-performance and retention during Magnera’s formative post-Transaction period: STI payouts tied principally to Adjusted EBITDA and post-merger adjusted free cash flow and LTI awards comprised primarily of PSUs tied to multi-year stock-price growth hurdles plus time-vested RSUs and special retention RSUs. The board and Compensation Committee (both independent) underscore that the program was developed with input from an independent consultant and includes governance safeguards—clawback policies, double-trigger change-in-control vesting, stock ownership guidelines, and no excise tax gross-ups—supporting their recommendation. Contextually, Magnera was formed by a November 2024 Transaction and used one-time retention bonuses and large LTI grants to secure executive leadership through the company’s first three years, which raises trade-offs between short-term dilution and long-term retention and alignment. The program’s reliance on non-GAAP Adj. EBITDA and a post-merger cash flow metric focuses management on operational earnings and cash generation, but critics could argue these metrics and the PSUs’ stock-growth hurdles may underweight GAAP net income (which was negative in FY2025) and may be sensitive to accounting carve-outs related to the Transaction. Because the vote is advisory, the board frames the vote as a dialog with shareholders — it will consider the outcome but is not legally bound to act — which makes the result a reputational signal rather than a mandate. The board’s rationale is that the compensation structure balances retention needs, market competitiveness, and performance incentives while using safeguards to mitigate excessive risk-taking; however, investors should weigh the unusually large CEO target LTI and special awards against the company’s recent formation, negative net income, and the one-time Transaction-related payments when assessing alignment with long-term shareholder value. Overall, the proposal consolidates compensation designed for post-Transaction stability and performance alignment, and the Board recommends a FOR vote given the governance processes and performance-based elements embedded in the 2025 program.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Newtyn Management, LLC | 7.71% | 2,760,000 | $26M |
| 2 | LITTLEJOHN CO LLC | 6.78% | 2,425,818 | $23M |
| 3 | Engine Capital Management, LPActivist | 6.27% | 2,243,827 | $21M |
| 4 | MORGAN STANLEY | 5.24% | 1,875,207 | $18M |
| 5 | Madison Avenue Partners, LP | 4.44% | 1,590,616 | $15M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.28% | 1,533,277 | $15M |
| 7 | DG Capital Management, LLC | 3.37% | 1,207,356 | $11M |
| 8 | Diameter Capital Partners LP | 3.37% | 1,205,793 | $11M |
| 9 | BlackRock, Inc. | 3.22% | 1,153,505 | $11M |
| 10 | BlackRock, Inc. | 2.75% | 984,181 | $9M |
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