Independent
Tenure on this board
2.6 yrs
Also a director at
Amerant Bancorp Inc (AMTB)Marinemax Inc (HZO)
7 nominees · 3 ballot items.
Elect seven directors; approve, on a non-binding advisory basis, the compensation of the named executive officers (Say on Pay); and ratify PricewaterhouseCoopers as the company’s independent registered public accounting firm for 2026.
Election of seven individuals (Odilon Almeida, Jr., Mary Ellen Baker, Frank A. Natoli, Duncan L. Niederauer, Timothy C. Oliver, Joseph E. Reece and Jeffry H. von Gillern) to the Board of Directors to serve until the next annual meeting.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy materials.
This management proposal requests a non-binding advisory approval of the company’s disclosed named executive officer compensation (a Say on Pay vote). Management seeks shareholder approval to affirm its executive compensation design, which it says ties pay to performance via a mix of short-term cash incentives and long-term equity (40% RSUs and 60% PSUs for 2025) with PSUs linked to relative TSR, and STI metrics tied to Adjusted EBITDA, Free Cash Flow and Revenue. The Compensation and Human Resource Committee retained an independent advisor and emphasizes pay-for-performance features, clawback policies, stock ownership guidelines, and double-trigger change-in-control protections, framing the program as competitive and aligned with shareholder interests. The vote is advisory only but management indicates it values stockholder feedback and will consider the outcome in future compensation decisions. Contextual factors include recent governance actions (adoption of restrictive covenant agreements, updated LTI design for 2026 emphasizing time‑based RSUs with post-vesting holding requirements) and past clawbacks related to financial statement revisions, which the committee has remedied. Shareholders are being asked to endorse both the philosophy and the specific historic disclosures of pay outcomes and arrangements described in the CD&A and compensation tables. A vote FOR supports the board’s approach to incentivizing operational and long-term TSR performance; a vote AGAINST would signal investor dissatisfaction and likely prompt further engagement and potential program changes. Given the board’s rationale, its retention of independent consultants, and disclosed risk-mitigating features, a sophisticated analyst should weigh the alignment of plan metrics with the company’s strategy, recent pay outcomes (including clawbacks), and the transition in LTI design when assessing whether advisory approval constitutes meaningful support for management’s compensation governance.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Atleos’ independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.39% | 7,665,889 | $334M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.73% | 4,227,222 | $184M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.49% | 3,315,121 | $144M |
| 4 | STATE STREET CORP | 3.83% | 2,826,262 | $123M |
| 5 | Engine Capital Management, LPActivist | 3.50% | 2,581,525 | $113M |
| 6 | BlackRock, Inc. | 2.91% | 2,143,598 | $93M |
| 7 | FULLER THALER ASSET MANAGEMENT, INC. | 2.87% | 2,114,418 | $92M |
| 8 | Fourth Sail Capital LP | 2.75% | 2,028,605 | $88M |
| 9 | VICTORY CAPITAL MANAGEMENT INC | 2.19% | 1,615,758 | $70M |
| 10 | ALTA FOX CAPITAL MANAGEMENT, LLC | 2.12% | 1,560,889 | $68M |
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