Not independent
Tenure on this board
4.0 yrs
9 nominees · 3 ballot items.
Shareholders will vote to elect nine directors, to approve on a non-binding advisory basis the compensation of the Company’s named executive officers (say-on-pay), and to ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
To elect nine directors to serve until the 2027 annual meeting of Shareholders.
Non-binding advisory approval ("say-on-pay") of the compensation of the Company's named executive officers as disclosed in this Proxy Statement.
This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation disclosure and the overall compensation policies and practices for the named executive officers as described in the proxy materials. Management is seeking this advisory vote to confirm shareholder support for its executive pay framework, which emphasizes pay-for-performance through a mix of annual cash incentives and multi-year performance share units (PSUs), and to provide the Human Resources Committee with feedback it will consider in future compensation decisions. Relevant company-specific context includes: (i) a 2026 LTIP re-design that shifts the mix to 70% PSUs and 30% RSUs for executives and introduces a net leverage ratio metric to align incentives with balance-sheet goals; (ii) short-term incentive (STIP) deferrals and other measures adopted in 2026 to conserve cash given liquidity priorities; and (iii) the introduction of cash-settled PSUs and a $4.00 floor on equity grant pricing in 2026 to mitigate share‑usage and dilution concerns. Management argues the program aligns pay with operating EBITDA, ROAA and relative TSR, includes clawback and anti‑hedging policies, and incorporates stock ownership guidelines to strengthen alignment with shareholders. The Board recommends FOR the advisory vote, noting the program’s alignment with shareholder interests and the Committee’s use of independent consultants and peer benchmarking. Because the vote is advisory, it is not binding, but the Board commits to reviewing and taking shareholder feedback into account; the proxy notes strong prior-year support (approximately 99.8% in 2025). Key governance considerations for investors include that the LTIP targets and the shift to cash‑settled PSUs may reduce dilution but change actual equity exposure, and that STIP deferrals and the grant floor were implemented in response to market and liquidity pressures. In evaluating the proposal, sophisticated shareholders should weigh the strength of the pay‑for‑performance link, the efficacy of new leverage-based metrics in incentivizing deleveraging, the governance safeguards (clawbacks, independent consultant review, committee oversight), and the potential trade-offs between cash-settlement (reduced dilution) and direct equity alignment.
Ratify PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | IAT REINSURANCE CO LTD. | 25.7% | 17,220,000 | $24M |
| 2 | REDWOOD CAPITAL MANAGEMENT, LLC | 6.9% | 4,648,133 | $7M |
| 3 | BARCLAYS PLC | 5.0% | 3,319,333 | $5M |
| 4 | TORONTO DOMINION BANK | 4.9% | 3,300,000 | $5M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.6% | 2,420,899 | $3M |
| 6 | Atlas FRM LLC | 3.1% | 2,045,023 | $3M |
| 7 | READYSTATE ASSET MANAGEMENT LP | 2.1% | 1,383,838 | $2M |
| 8 | Atlas FRM LLC | 1.6% | 1,104,977 | $2M |
| 9 | WHITEBOX ADVISORS LLC | 1.6% | 1,057,658 | $2M |
| 10 | WELLS FARGO COMPANY/MN | 1.6% | 1,056,790 | $2M |
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