Not independent
Tenure on this board
24.1 yrs
9 nominees · 3 ballot items.
Vote to elect three directors (Phillip G. Creek, Eugene D. Smith and Bruce A. Soll), cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers, and ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Elect three directors to serve until the 2029 Annual Meeting—nominees are Phillip G. Creek, Eugene D. Smith and Bruce A. Soll; the three nominees receiving the greatest number of votes cast will be elected.
Non-binding, advisory resolution to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement (say-on-pay).
This proposal asks shareholders to cast a non-binding advisory vote approving the disclosed compensation of the Company’s Named Executive Officers (the annual “say-on-pay” vote). Management seeks approval to affirm its pay-for-performance program, which for 2025 consisted of base salary, an annual cash performance bonus tied solely to Adjusted Pre-Tax Income, and long‑term equity awards (RSUs for all Named Executive Officers and PSUs for the CEO and CFO) designed to align executive incentives with profitability and shareholder returns. The Compensation Committee reviewed Peer Group data and used an independent consultant (WTW) to help structure target and maximum payout levels and to set long-term performance measures (80% cumulative Adjusted Pre-Tax Income and 20% relative TSR for PSUs). The proxy discloses that the Committee set threshold, target and maximum performance levels intended to be reasonably achievable while incentivizing superior performance, and that the Committee retained discretion over awards. The Board highlights strong governance features—multi-year vesting, no repricing, no dividends on unvested awards, clawback policy, and independent committee oversight—as supporting reasons to recommend approval. Company context: 2025 results were weaker than 2024 due to industry headwinds (mortgage rates, inflation, affordability), but the Committee argues the program still delivered pay-for-performance outcomes (executives earned ~94% of target bonus; long-term PSUs recently paid at 150% for the 2023–2025 cycle). Because the vote is advisory, it does not bind the company, but the Compensation Committee states it will consider significant shareholder opposition and adjust practices as appropriate. For an analyst evaluating governance risk, a high negative vote could signal shareholder dissatisfaction with pay quantum, metric selection, or alignment; conversely, continued strong support (historically ~94% average; ~84% in 2025) supports management’s approach. Overall, the Board recommends FOR as it believes the program appropriately balances retention, pay-for-performance and alignment with shareholder interests.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.8% | 3,030,357 | $371M |
| 2 | DONALD SMITH CO., INC. | 5.8% | 1,490,038 | $182M |
| 3 | STATE STREET CORP | 4.9% | 1,259,788 | $154M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 1,115,107 | $137M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.4% | 1,114,250 | $136M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 4.1% | 1,038,334 | $127M |
| 7 | BlackRock, Inc. | 3.8% | 982,019 | $120M |
| 8 | FMR LLC | 3.3% | 847,364 | $104M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.7% | 703,066 | $86M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 567,067 | $69M |
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