Independent
Tenure on this board
3.4 yrs
Also a director at
Bank Of Marin Bancorp (BMRC)
7 nominees · 4 ballot items.
Election of seven directors; approval of amendment and restatement of the 2016 Stock Incentive Plan (2026 Plan) to increase share reserve, update limits and vesting, and extend term; ratification of Grant Thornton LLP as independent auditors; advisory (non-binding) approval of named executive officer compensation.
Elect seven directors (Nicolas C. Anderson; Kimberly A. Box; Smita Conjeevaram; William J. Dawson; Joseph F. Hanna; Philip B. Hawkins; Bradley M. Shuster) to serve until the 2027 annual meeting.
Approve amendment and restatement of the 2016 Stock Incentive Plan as the 2026 Plan to increase authorized shares by 576,108 to 1,000,000, reapprove IRC Section 162(m) criteria, set minimum vesting periods, set annual limits on non-employee director awards, include dividend equivalents, and extend the plan term for ten years.
Ratify appointment of Grant Thornton LLP as the company’s independent auditors for the year ending December 31, 2026.
Non-binding advisory vote to approve compensation of the company’s named executive officers as disclosed in the proxy statement.
This is an advisory 'say-on-pay' proposal asking shareholders to approve the compensation of the named executive officers as disclosed in the proxy statement. Management seeks endorsement of its compensation design, which mixes base salary, annual cash bonuses tied primarily to Adjusted EBITDA and personal annual priorities, and long-term equity incentives split between time-based RSUs and performance-based PSUs (measured by three-year ROIC and revenue targets). The Compensation Committee highlights features intended to align pay with performance and limit risk: significant at-risk compensation, capped annual bonus payouts (up to 200%), stock ownership guidelines, compensation recoupment policy, multi-year vesting, independent compensation consultant support, and annual shareholder advisory votes. The board recommends a 'FOR' vote and will consider shareholder feedback; the vote is non-binding and is intended to inform future compensation decisions; management emphasizes prior strong shareholder support (97% in 2025) as validation of current practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | River Road Asset Management, LLC | 8.80% | 2,160,837 | $238M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.73% | 1,407,014 | $155M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.52% | 1,110,094 | $122M |
| 4 | BlackRock, Inc. | 3.61% | 887,634 | $98M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.43% | 843,047 | $93M |
| 6 | Channing Capital Management, LLC | 3.31% | 812,228 | $90M |
| 7 | VICTORY CAPITAL MANAGEMENT INC | 3.30% | 809,924 | $89M |
| 8 | EMINENCE CAPITAL, LPActivist | 3.28% | 805,829 | $89M |
| 9 | BlackRock, Inc. | 3.00% | 736,959 | $81M |
| 10 | STATE STREET CORP | 2.38% | 584,380 | $64M |
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