Independent
Tenure on this board
3.9 yrs
Also a director at
Axalta Coating Systems Ltd (AXTA)
2 nominees · 4 ballot items.
Election of two directors; ratification of Deloitte & Touche LLP as independent auditor for 2026; non-binding advisory vote to approve executive compensation; and approval of amendment to the 2024 Equity and Incentive Plan increasing share reserve by 1,600,000 shares.
Elect two nominees (William M. Cook and Marco Levi) as Class I directors for three-year terms ending at the 2029 Annual Meeting.
Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Advisory 'say-on-pay' vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement.
This is a non-binding advisory vote on the Company’s executive compensation (say-on-pay). The Board and the Compensation Committee recommend shareholders vote FOR approval, asserting the program’s pay-for-performance design, linkage of quantitative metrics to incentive compensation, use of independent consultant, stock ownership guidelines, clawback policies, and other governance practices. The vote is advisory and not binding, but the Board and Committee state they will consider the outcome when making future compensation decisions. The proposal asks shareholders to approve the disclosed compensation for Named Executive Officers, and context includes recent management transitions and detailed compensation practices and metrics (STIP and LTIP tied to EBITDA, revenue, free cash flow, ROIC, and relative TSR). A vote FOR supports management’s framework; a vote AGAINST would signal shareholder dissatisfaction but would not directly change compensation without Board action. The Board supports the program pointing to rigorous target setting, annual peer reviews, and anti-typical practices (no repricing, no single-trigger CIC payouts, clawbacks).
Approve an amendment to increase the 2024 Plan share reserve by 1,600,000 shares (increasing total available to 6,700,000 shares) to support future equity grants.
The proposal seeks shareholder approval to increase the share reserve under the 2024 Equity and Incentive Plan by 1,600,000 shares to replenish the plan's share pool. Management argues that the increase is necessary to maintain the Company's ability to attract, retain, and motivate employees, noting a three-year average burn rate of approximately 0.99% and current overhang of 8.44% that would rise to approximately 11.36% if the increase is approved. The amendment would raise the total authorized shares for awards under the plan to 6,700,000, with customary anti-dilution and anti-repricing protections, minimum vesting provisions, and a non-employee director compensation limit. The Board recommends FOR, citing historical grant practices, inclusion of standard plan governance features (clawbacks, no repricing without shareholder approval), and anticipated runway for future grants, while acknowledging that actual usage depends on hiring, grants, stock price, and other factors.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Allspring Global Investments Holdings, LLC | 7.42% | 4,087,449 | $36M |
| 2 | Rubric Capital Management LP | 7.23% | 3,982,442 | $35M |
| 3 | AMERICAN CENTURY COMPANIES INC | 4.90% | 2,700,847 | $23M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.34% | 2,393,983 | $21M |
| 5 | BlackRock, Inc. | 4.25% | 2,342,725 | $20M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.94% | 2,173,929 | $19M |
| 7 | BlackRock, Inc. | 3.76% | 2,070,895 | $18M |
| 8 | Invenomic Capital Management LP | 3.51% | 1,933,429 | $17M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.84% | 1,563,000 | $14M |
| 10 | STATE STREET CORP | 2.13% | 1,176,569 | $10M |
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