Independent
Tenure on this board
6.5 yrs
Also a director at
Turning Point Brands Inc (TPB)
8 nominees · 3 ballot items.
Elect eight directors; advisory (non-binding) approval of executive compensation (say-on-pay); and ratify Grant Thornton LLP as independent auditors for fiscal 2026.
To elect eight nominees (David E. Glazek, Nicholas Bell, Kelly Campbell Kotzman, Juliana F. Hill, Thomas F. Lesinski, Joseph Marchese, Simon Mullaly and Mark Sadie) to the Board to serve until the next Annual Meeting or until their successors are duly elected and qualified.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed under Item 402 of Regulation S-K, including the Compensation Discussion and Analysis and related tables and narrative. Management is seeking shareholder approval to validate its compensation design, which emphasizes a mix of base salary, annual cash incentives tied to Total Consolidated Revenue and AOIBDA, and multi-year performance- and time-based equity awards intended to align executives’ interests with long-term stockholder value. The proposal is contextualized by the Company’s recent restructuring and emergence from Chapter 11, subsequent executive equity grant practices (including larger, emergence-related awards in 2024), and shareholder outreach after a 59.6% approval in 2025; management indicates it adjusted 2025 programs (e.g., three-year PBRSUs tied to cumulative free cash flow) in response to stockholder feedback. The Board recommends FOR because the Compensation and Leadership Committee believes the program is market-competitive, includes risk-mitigating features (clawback, anti-hedging/pledging, double-trigger change-in-control vesting), and ties a significant portion of pay to performance metrics. Management frames the program as designed to attract, retain and motivate executives while promoting pay-for-performance through objective financial metrics and multi-year equity incentives. Key governance context includes prior Chapter 11-related awards, the Creditor Designation Agreement influencing board composition, and continued use of independent compensation consultants and peer-group benchmarking. Potential controversies include the 2024 emergence grants’ size and aggressive targets, the use of certain non-GAAP metrics (AOIBDA, Free Cash Flow, Unlevered Free Cash Flow per Share, TSV), and premium-priced stock options for the CEO with an exercise price set under his employment agreement; these factors could concern some investors about dilution, pay level, or metric selection. Analysts should weigh the Board’s post-emergence outreach and program adjustments (3-year cumulative targets) against historical compensation changes and the Company’s operating performance (modest revenue growth, reduced net loss in 2025) to assess alignment. The advisory nature of the vote means it won’t bind the Board, but a negative outcome could trigger further engagement or changes to compensation design by the Board and its committees.
To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Blantyre Capital Ltd | 28.94% | 27,144,639 | $83M |
| 2 | Orbis Allan Gray Ltd | 9.65% | 9,048,142 | $28M |
| 3 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 8.42% | 7,897,853 | $24M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.44% | 3,228,371 | $10M |
| 5 | BlackRock, Inc. | 2.69% | 2,526,871 | $8M |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 2.51% | 2,355,034 | $7M |
| 7 | BlackRock, Inc. | 2.46% | 2,304,467 | $7M |
| 8 | BARCLAYS PLC | 2.29% | 2,151,114 | $7M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 2.05% | 1,919,075 | $6M |
| 10 | Luxor Capital Group, LPActivist | 1.94% | 1,820,737 | $6M |
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