Independent
Tenure on this board
8.3 yrs
Also a director at
Radian Group Inc (RDN)
6 nominees · 3 ballot items.
Election of six directors to the board; ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026; and an advisory (non-binding) vote to approve the Company’s executive compensation (say-on-pay).
Elect six directors (Debra Hess, T.J. Durkin, Dianne Hurley, Matthew Jozoff, M. Christian Mitchell and Nicholas Smith) to serve until the 2027 annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Provide a non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Compensation Discussion and Analysis, compensation tables and related disclosure).
This non-binding management proposal asks stockholders to approve the Company’s disclosed executive compensation policies and pay outcomes for the named executive officers. Management seeks the advisory vote to provide stockholder feedback and to affirm that compensation practices align management’s incentives with stockholder value. The Company is externally managed by its Manager (an affiliate of TPG Angelo Gordon), and the Proxy Statement discloses that the Company itself did not pay cash compensation to its named executive officers in 2025 (compensation was paid by the Manager), with limited equity awards granted in 2024 to certain officers; therefore, the effective mechanics of pay are driven largely through the Manager’s policies, management fees and the incentive fee structure. The Compensation Committee highlights equity-based awards as an alignment tool and discloses that the incentive fee is tied to adjusted net income performance thresholds, which can be paid in cash or stock. Because the vote is advisory, it will not be binding on the Board or the Compensation Committee, but a significant negative vote would prompt the Board and Compensation Committee to evaluate shareholder concerns and consider changes. The Board recommends FOR on the basis that the disclosed policies and governance practices (including clawback policy, equity grant practices, and oversight by an independent Compensation Committee) support alignment with stockholders. Stockholders should consider the external management arrangement, the reimbursement structure for executive compensation, and the Company’s pay-versus-performance disclosures when evaluating the merits of the advisory proposal. Overall, the proposal functions as a governance touchpoint to gauge investor support for compensation approach given the externally managed structure and recent equity grants, and the Board commits to consider stockholder feedback in future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.5% | 1,419,062 | $10M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 1,259,583 | $9M |
| 3 | BlackRock, Inc. | 2.5% | 802,501 | $6M |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 679,378 | $5M |
| 5 | STATE STREET CORP | 1.9% | 614,431 | $5M |
| 6 | PRUDENTIAL FINANCIAL INC | 1.1% | 348,797 | $3M |
| 7 | MILLENNIUM MANAGEMENT LLC | 1.0% | 309,067 | $2M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 1.0% | 305,996 | $2M |
| 9 | LSV ASSET MANAGEMENT | 0.9% | 300,793 | $2M |
| 10 | TPG GP A, LLC | 0.9% | 288,290 | $2M |
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