Independent
Tenure on this board
10.1 yrs
Also a director at
American Outdoor Brands Inc (AOUT)
8 nominees · 3 ballot items.
Election of eight directors; advisory (non-binding) approval of named executive officer compensation (Say-on-Pay); ratification of Crowe LLP as independent registered public accounting firm; and consideration of other business properly presented at the meeting.
Election of eight named director nominees to serve one-year terms until the 2027 annual meeting or until successors are elected and qualified.
Non-binding advisory vote (Say-on-Pay) to approve the compensation of the named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
The Board requests a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in this Proxy Statement. The Compensation Committee designed the program to align NEO compensation with both short-term and long-term performance, using a mix of base salary, annual cash incentives under the MIP tied to pretax income and safety metrics, and long-term equity incentives under the LTIP with ROIC, relative TSR and ESG metrics. The program includes safeguards such as caps on payouts, clawback policy, stock ownership guidelines, and no hedging/pledging. Management seeks shareholder approval to validate these practices and to continue using shareholder feedback to adjust programs; the Board unanimously recommends a FOR vote, noting prior high support (over 96% in 2025) and that the Compensation Committee will consider the outcome when making future decisions.
Shareholders are asked to ratify the appointment of Crowe LLP as the Company's independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.57% | 1,645,488 | $465M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.41% | 686,504 | $194M |
| 3 | STATE STREET CORP | 3.83% | 595,711 | $168M |
| 4 | Fisher Asset Management, LLC | 3.35% | 521,146 | $147M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.27% | 509,656 | $144M |
| 6 | BlackRock, Inc. | 3.06% | 476,292 | $134M |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 2.73% | 424,954 | $120M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.44% | 379,225 | $107M |
| 9 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 2.38% | 371,240 | $105M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.29% | 356,166 | $101M |
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