Independent
Tenure on this board
7.0 yrs
Also a director at
Northwest Natural Holding Co (NWN)
11 nominees · 3 ballot items.
Election of eleven directors; advisory approval of named executive officer compensation (say-on-pay); ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026.
Elect eleven directors to hold office for one-year terms until their successors are elected and qualified.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory, non-binding approval of the Company’s named executive officer compensation as detailed in the CD&A and compensation tables. Management is seeking shareholder endorsement of its pay practices to validate alignment with stockholder interests and pay-for-performance philosophy; a strong prior say-on-pay result (87.6% in 2025) informed continuation of current programs. The proposal is routine for public companies and carries no direct legal effect but is an important governance signal. The Compensation Committee sets pay using market peer data, a mix of cash and long-term equity tied to TSR, ROC and emissions reduction targets, and employs independent consultants; it has retained mechanisms like clawbacks, double-trigger change-in-control protections, and ownership guidelines to align incentives. The Board recommends FOR because it believes compensation is appropriately balanced to motivate executives, align with long-term shareholder value, and reflect stockholder feedback. Potential investor considerations include the degree of reliance on relative metrics and emissions targets, executive stock ownership levels, and one-time adjustments to short-term incentive design; however, management’s engagement with investors and prior support suggest limited controversy.
Ratify appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.2% | 7,823,429 | $735M |
| 2 | BlackRock, Inc. | 5.8% | 5,510,246 | $518M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 4,246,963 | $399M |
| 4 | STATE STREET CORP | 4.1% | 3,870,572 | $366M |
| 5 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.9% | 2,774,195 | $261M |
| 6 | BlackRock, Inc. | 2.9% | 2,721,916 | $256M |
| 7 | GABELLI FUNDS LLC | 2.5% | 2,331,863 | $219M |
| 8 | LSV ASSET MANAGEMENT | 2.3% | 2,230,928 | $210M |
| 9 | Energy Income Partners, LLC | 2.2% | 2,069,380 | $194M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 1,580,703 | $149M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.