Independent
Tenure on this board
7.8 yrs
Also a director at
Kyndryl Holdings Inc (KD)
11 nominees · 3 ballot items.
Elect 11 director nominees; Ratify Deloitte & Touche LLP as independent auditor for FY2027; Advisory (non-binding) vote on executive compensation (say-on-pay).
Election of 11 director nominees to serve for one-year terms until the 2027 Annual Meeting.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending March 31, 2027.
Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement (say-on-pay).
The advisory say-on-pay proposal asks shareholders to approve, on a non-binding basis, the compensation of named executive officers as disclosed in the proxy statement. Management and the Compensation and Talent Committee argue that the program is designed to attract, retain and incentivize management while aligning pay with performance through a mix of annual cash incentive (MIP), performance stock units (PSUs) and restricted stock units (RSUs). The board’s recommendation for a FOR vote is supported by the company’s prior large shareholder support (~91% in 2025), detailed disclosure of performance metrics (Adjusted EPS, AOP, FCF, ROIC, rTSR modifier), and governance features including clawback policies and stock ownership requirements; it also highlights that non-financial priority areas can be used as a downward-only modifier. Opponents typically view say-on-pay votes as an accountability mechanism and may argue for changes in metrics, governance or pay magnitude, but the proxy emphasizes shareholder engagement and substantive refinements made to incentive design (e.g., rTSR modifier for PSUs) informed by shareholder feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.6% | 7,960,724 | $6.9B |
| 2 | STATE STREET CORP | 4.8% | 5,731,756 | $5.0B |
| 3 | BlackRock, Inc. | 3.4% | 4,034,988 | $3.5B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.4% | 2,883,068 | $2.5B |
| 5 | BlackRock, Inc. | 2.3% | 2,801,489 | $2.4B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 2,514,683 | $2.2B |
| 7 | ALLIANCEBERNSTEIN L.P. | 1.9% | 2,240,697 | $1.8B |
| 8 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 1.8% | 2,171,107 | $1.9B |
| 9 | FRANKLIN RESOURCES INC | 1.8% | 2,132,122 | $1.8B |
| 10 | JPMORGAN CHASE CO | 1.8% | 2,105,084 | $1.8B |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.