Independent
Tenure on this board
11.4 yrs
Also a director at
Unisys Corp (UIS)
12 nominees · 3 ballot items.
Elect twelve directors; approve, on an advisory basis, named executive officer compensation (Say‑on‑Pay); and ratify Deloitte & Touche LLP as independent registered public accounting firm for 2026.
To elect twelve directors named in the proxy statement to hold office until the next annual stockholders’ meeting and until their respective successors have been elected or appointed and qualified.
Non-binding advisory vote to approve the compensation paid to the Company's named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative.
This proposal asks shareholders to cast a non‑binding advisory vote approving the Company’s 2025 executive compensation disclosures and the compensation paid to the Named Executive Officers (NEOs). Management seeks shareholder approval to affirm its compensation design, which combines short‑term incentives tied to adjusted EPS, operational and safety/customer metrics, and long‑term performance share units (PSUs) and restricted stock units (RSUs) tied to multi‑year cumulative adjusted EPS, relative TSR, operational/safety measures, employee engagement and methane reductions. The Compensation & Human Capital Committee and the Board argue the program aligns pay with performance and retention objectives, emphasizing that a substantial portion of pay is at‑risk and performance‑based and that the Company received strong Say‑on‑Pay support (~97%) previously. The advisory nature of the vote means it is not binding, but the Board commits to considering the vote outcome in future compensation decisions. Relevant governance context includes robust clawback provisions, double‑trigger change‑in‑control protections, stock ownership guidelines, and an independent compensation consultant; potential investor concerns may center on quantum of pay, retention awards, and change‑in‑control benefits. A careful analyst should weigh the alignment between realized outcomes (e.g., adjusted EPS growth, RTSR, safety performance) and awarded compensation, the disclosure of targets and payout outcomes, and how the committee’s discretion was applied (e.g., individual performance modifiers, discretionary adjustments). The proposal’s passage would generally be interpreted as shareholder support for the current compensation framework; a significant negative vote could trigger heightened engagement, potential design changes, or further disclosure. In evaluating the merits, an analyst should compare incentive metrics and pay‑for‑performance outcomes versus peer utilities, assess the balance between short‑ and long‑term incentives, and consider regulatory and operational risks that influence long‑term returns and the efficacy of the incentive design.
To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 10.4% | 49,815,015 | $2.3B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 31,142,795 | $1.5B |
| 3 | STATE STREET CORP | 5.7% | 27,102,422 | $1.3B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.6% | 26,980,955 | $1.3B |
| 5 | BlackRock, Inc. | 5.0% | 24,084,875 | $1.1B |
| 6 | BlackRock, Inc. | 2.4% | 11,518,132 | $537M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 11,053,365 | $513M |
| 8 | DEUTSCHE BANK AG\ | 1.9% | 9,313,865 | $435M |
| 9 | JENNISON ASSOCIATES LLC | 1.8% | 8,655,237 | $404M |
| 10 | JPMORGAN CHASE CO | 1.5% | 7,159,126 | $333M |
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