Not independent
Tenure on this board
46.4 yrs
7 nominees · 3 ballot items.
Elect seven directors to serve for one year; advisory (non-binding) approval of executive compensation ('say-on-pay'); and ratify Grant Thornton LLP as independent auditors for 2026.
Elect seven directors to serve for the next year or until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation paid to named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding, advisory approval of the Company’s named executive officer compensation as disclosed in the proxy (the “say-on-pay” vote). Management seeks shareholder approval to affirm its executive compensation philosophy and practices, which emphasize a mix of fixed base pay and performance-aligned incentives including performance awards and, historically, formulaic cash bonuses tied to net income growth. The Board frames the vote as a validation of the overall compensation program’s reasonableness and alignment with stockholder interests; it points to prior strong shareholder support (over 98% in 2025) and highlights conservative features such as performance-based long-term equity, formulaic bonus metrics, double-trigger change-in-control protections without tax gross-ups, and temporary pay reductions in 2024 to respond to market conditions. While advisory and non-binding, the Board and Compensation Committee state they will consider the vote’s outcome when setting future pay. Key governance context includes annual advisory voting frequency (chosen by shareholders in 2023), the Compensation Committee’s use of peer benchmarking and consultant input, and the Company’s pay-for-performance linkage primarily via net income-based metrics and multi-year performance awards. Potential investor concerns include the combination of CEO/Chair roles (though mitigated by an independent lead director and committee structure), historical years with no cash bonuses when performance thresholds were not met, and materiality of equity awards—issues that could influence investors’ judgments despite strong past support. The proposal does not change pay directly; it asks for ratification of disclosed policies and past awards. For an analyst evaluating the proposal, the critical considerations are (1) the strength and transparency of the link between pay and multi-year performance, (2) the Board’s responsiveness to shareholder feedback (historically high support but continuing engagement is needed), and (3) governance mitigants around CEO/Chair consolidation and related-party practices that could affect perception of pay governance.
Ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.67% | 6,261,763 | $82M |
| 2 | NUANCE INVESTMENTS, LLC | 5.90% | 4,810,420 | $63M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.77% | 4,709,044 | $62M |
| 4 | AMERICAN CENTURY COMPANIES INC | 3.21% | 2,619,968 | $34M |
| 5 | STATE STREET CORP | 3.18% | 2,597,547 | $34M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.06% | 2,496,685 | $33M |
| 7 | BlackRock, Inc. | 2.47% | 2,016,325 | $26M |
| 8 | FMR LLC | 2.15% | 1,754,717 | $23M |
| 9 | Boston Partners | 2.08% | 1,699,815 | $22M |
| 10 | TWO SIGMA INVESTMENTS, LP | 1.75% | 1,429,481 | $19M |
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.