Independent
Tenure on this board
9.1 yrs
5 nominees · 4 ballot items.
Re-election of five directors; advisory (non-binding) approval of executive compensation (say-on-pay); advisory (non-binding) vote on the frequency of future say-on-pay votes (one, two or three years); and ratification of Grant Thornton Audit and Accounting Limited (Dubai Branch) as independent auditors for 2026.
Re-election of five current directors (Antonio J. Campo Mejia, Sherif Foda, Yousef Al Nowais, Anthony R. Chase, and Lisa A. Pollina), each to serve for a one-year term.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the CD&A, Summary Compensation Table and related disclosures.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the named executive officers (NEOs) as disclosed in the CD&A, Summary Compensation Table and related compensation disclosures. Management and the Compensation Committee present this proposal to solicit shareholder feedback on pay-for-performance alignment, retention, and incentive structures described in the CD&A, emphasizing that the program is designed to attract, motivate and retain executive talent while aligning executives’ interests with shareholder value through a mix of cash and equity-based incentives. The filing details pay elements (base salary, short-term incentive tied to EBITDA/DSO and non-financial objectives, and long-term RSU awards vesting over three years), benchmarking practices, and use of an independent consultant, Meridian, to ensure market competitiveness. The Board frames this advisory vote as part of its governance practice and notes it will consider the results when making future compensation decisions, although the vote is non-binding. Management recommends a vote FOR, arguing that the CD&A demonstrates disciplined goal-setting, risk controls (including clawback policies and prohibition on hedging/pledging), and alignment mechanisms like at-risk pay and long-term RSUs. The context includes strong company financial performance in 2025 (adjusted EBITDA, DSO metrics, and pay-for-performance disclosures), and continued shareholder engagement on governance matters. Key governance considerations for an investor evaluating the proposal include the non-binding nature of the vote, the detailed disclosures of performance metrics and pay outcomes, the employment agreement provisions for the CFO, and the Company’s recoupment/clawback policies. A 'FOR' vote endorses management’s compensation approach and signals shareholder support for the structure and outcomes described; a 'NO' vote would signal shareholder dissatisfaction and could prompt management to engage and adjust future practices. Overall, the proposal is a standard say-on-pay item intended to provide shareholders with a mechanism to express their view on executive compensation and inform future design choices by the Compensation Committee.
Non-binding, advisory vote for shareholders to recommend whether future advisory votes on executive compensation should occur every one, two or three years (or abstain).
This management proposal asks shareholders, in a non-binding advisory manner, to indicate whether future advisory votes on executive compensation should occur once every one, two, or three years. The Company frames the question as advisory and discretionary, emphasizing that shareholders are selecting a preferred frequency rather than approving any substance of compensation policy. Management argues that an annual (‘ONE YEAR’) frequency is optimal because it allows shareholders to provide timely feedback to the Compensation Committee and align the committee’s annual decisions with shareholder views; the Board will consider the outcome but is not bound by it. The proposal sits within the broader governance context of say-on-pay practices mandated by the Dodd-Frank Act and SEC rules and is commonly presented by public companies to gauge shareholder preferences on cadence. For investors, the choice balances the desire for regular oversight and feedback (favoring annual votes) against the administrative burden and potential for short-termism (arguments sometimes advanced for multi-year votes). The filing clarifies vote mechanics—shareholders may vote “ONE YEAR”, “TWO YEARS”, “THREE YEARS” or “ABSTAIN”—and states that if no option receives a majority, the plurality winner will be considered the recommendation. Management recommends the ONE YEAR option and cites its belief that annual votes provide useful input for annual compensation decisions; this recommendation is grounded in the Company’s emphasis on pay-for-performance and regular shareholder engagement. Investors assessing this proposal should consider the company’s recent compensation outcomes, engagement record, and governance norms within the peer group when deciding if annual feedback is desirable or whether a multi-year interval might better reduce short-term pressure on pay design.
Ratify the appointment of Grant Thornton Audit and Accounting Limited (Dubai Branch) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SCF Partners, Inc. | 8.7% | 7,991,677 | $100M |
| 2 | Encompass Capital Advisors LLC | 3.4% | 3,125,432 | $39M |
| 3 | LAZARD ASSET MANAGEMENT LLC | 3.1% | 2,825,193 | $35M |
| 4 | FMR LLC | 2.9% | 2,633,214 | $33M |
| 5 | FMR LLC | 2.3% | 2,059,910 | $26M |
| 6 | Boston Partners | 2.1% | 1,945,091 | $24M |
| 7 | Russell Investments Group, Ltd. | 1.6% | 1,442,754 | $18M |
| 8 | BlackRock Inc. | 1.5% | 1,341,897 | $17M |
| 9 | LSV ASSET MANAGEMENT | 1.2% | 1,068,135 | $13M |
| 10 | JENNISON ASSOCIATES LLC | 1.1% | 1,024,784 | $13M |
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