Independent
Tenure on this board
11.6 yrs
2 nominees · 3 ballot items.
Shareholders will be asked to (1) elect two directors (Joseph C. Breunig and Kristina M. Johnson), (2) ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026, and (3) cast a non-binding advisory vote to approve the 2025 compensation of the Company’s named executive officers.
Elect two directors to three-year terms expiring in 2029: Joseph C. Breunig and Kristina M. Johnson.
Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
Non-binding, advisory vote on whether shareholders approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal requests a non-binding advisory endorsement of the Company’s 2025 executive compensation as disclosed in the proxy statement. Management seeks shareholder approval primarily to confirm alignment between pay and performance and to validate the Compensation Committee’s design choices, which emphasize pay-for-performance: a substantial portion of NEO compensation is at risk, with approximately 87% of the CEO’s pay variable and 50% of long-term incentives performance-based. The compensation program ties annual incentive payouts to Operating Income (OI) and Return on Net Assets (RONA) and uses multi-year Performance Units that combine return on capital and relative total shareholder return metrics versus peers and indices, thereby focusing executives on both absolute financial results and relative shareholder value creation. The Board also highlights extensive shareholder engagement (contacting holders of ~89% of shares and receiving feedback from ~45%) and prior favorable Say-on-Pay support as evidence that the program reflects investor expectations. Management argues the program aligns executives with sustainability and operational goals by including quantifiable personal objectives and sustainability-linked components. Potential counterarguments include the non-binding nature of the vote and the risk that realized payouts (and CEO realizable compensation) could be large in years of strong stock performance, which some governance critics may view as a retention of outsized pay opportunities; however, the Company has retention and clawback policies, stock ownership requirements, and holding requirements to mitigate misalignment. For an analyst evaluating the merits, the program’s use of both short-term and long-term financial metrics, peer-relative TSR, and explicit sustainability and operational goals constitutes a robust, multi-dimensional pay-for-performance framework, but it remains important to monitor realized pay versus realized performance over multiple cycles and to assess whether incentive targets are set at appropriately challenging levels. The Board will treat the advisory vote as input and intends to engage with shareholders and consider vote results in future compensation decisions; because the vote is advisory, it will not itself change pay but serves as an important governance signal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.7% | 3,328,167 | $236M |
| 2 | FMR LLC | 9.3% | 2,885,925 | $205M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.1% | 1,901,358 | $135M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 6.1% | 1,889,692 | $134M |
| 5 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 4.7% | 1,454,905 | $103M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 1,367,550 | $97M |
| 7 | STATE STREET CORP | 3.9% | 1,209,270 | $86M |
| 8 | AMERICAN CENTURY COMPANIES INC | 3.3% | 1,018,766 | $72M |
| 9 | BlackRock, Inc. | 3.1% | 950,006 | $67M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.7% | 846,828 | $60M |
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