Independent
Tenure on this board
9.8 yrs
Also a director at
Nextdecade Corp (NEXT)
7 nominees · 3 ballot items.
Election of seven directors; a non-binding advisory (say-on-pay) vote to approve named executive officer compensation; and ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Elect seven directors to serve for a term ending at the 2027 annual meeting and until their successors are duly elected and qualified.
A non-binding advisory proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy materials, effectively endorsing the Compensation Committee’s pay design and outcomes. Management seeks approval to validate a program that uses a mix of base salary, annual cash incentives tied primarily to Core FFO per share, and long-term equity incentives (70% performance-based restricted shares tied to three‑year relative TSR and 30% service-based restricted shares) to align executive incentives with long-term stockholder value. The Compensation Committee has emphasized pay-for-performance features including downward adjustments for excessive leverage, equity retention requirements, clawback provisions, and the use of restricted stock rather than options to better align with the Company’s REIT structure and dividend policy. In context, the Company reported modest Core FFO growth in 2025, paid increased dividends, and set long-term incentives tied to TSR vs. an industry peer group; the 2025 program produced payouts consistent with those performance outcomes and prior shareholder feedback (96.3% support in 2025). Management argues that the program balances short- and long-term metrics, mitigates undue risk through committee oversight and external consultants, and supports retention and alignment via multi-year vesting schedules. The Board recommends a FOR vote, stating the program aligns with stockholder interests and that the Board will consider the advisory vote results when making future compensation decisions. Potential investor concerns center on magnitude of equity awards and how peer-group TSR comparisons may affect realized pay; the Company counters with disclosure of peer benchmarking, compensation philosophy, protections against excessive risk, and prior strong shareholder support. For an analyst evaluating governance and pay-for-performance, key considerations include the relative weighting of TSR vs. Core FFO, vesting schedules, the peer group composition for TSR comparisons, and the Company’s demonstrated responsiveness to shareholder votes and governance best practices.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.73% | 16,608,781 | $698M |
| 2 | BlackRock, Inc. | 6.25% | 11,892,758 | $500M |
| 3 | STATE STREET CORP | 5.96% | 11,331,794 | $476M |
| 4 | FMR LLC | 5.63% | 10,707,595 | $450M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.45% | 8,473,909 | $356M |
| 6 | BlackRock, Inc. | 4.31% | 8,198,879 | $345M |
| 7 | FMR LLC | 4.28% | 8,140,626 | $342M |
| 8 | VICTORY CAPITAL MANAGEMENT INC | 4.14% | 7,873,007 | $331M |
| 9 | AQR CAPITAL MANAGEMENT LLC | 2.01% | 3,819,489 | $160M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.90% | 3,614,033 | $152M |
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