Independent
Tenure on this board
8.4 yrs
Also a director at
Life Time Group Holdings Inc (LTH)
7 nominees · 3 ballot items.
Elect seven directors; Ratify Deloitte & Touche LLP as independent registered public accounting firm; Advisory (non-binding) vote to approve named executive officers’ compensation (Say-on-Pay).
Elect seven directors to serve until the 2027 Annual Meeting.
Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
The Say-on-Pay proposal requests an advisory approval of the named executive officers’ 2025 compensation, encompassing the Compensation Discussion and Analysis and accompanying tables. Management seeks shareholder approval to validate its pay decisions, to demonstrate alignment between executive pay and company performance, and to respond to prior strong shareholder support (approximately 90% approval in 2025). The Compensation Committee designed a multi-part program—base salary, a performance-based STIP tied to Adjusted EBITDA and ROCE plus individual goals, and a long-term equity incentive plan with 3-year absolute and relative TSR PRSUs and service-based RSAs—to align incentives with long-term value creation. The board recommends a 'FOR' vote, noting robust governance including independent committee oversight, external consultant input, clawback and stock ownership guidelines, and double-trigger change-in-control protections. Key context includes strong 2025 operating results, significant LTIP alignment with TSR and peer-relative metrics, and sizable equity-based pay that can fluctuate with stock performance; the advisory nature means the vote is non-binding but will inform the Compensation Committee’s future decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.29% | 10,889,525 | $318M |
| 2 | AMERICAN CENTURY COMPANIES INC | 7.54% | 7,974,272 | $233M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.22% | 6,582,052 | $192M |
| 4 | STATE STREET CORP | 6.18% | 6,539,968 | $194M |
| 5 | FMR LLC | 4.52% | 4,784,370 | $140M |
| 6 | Invesco Ltd. | 4.47% | 4,725,980 | $138M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.26% | 4,504,117 | $132M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.74% | 3,957,353 | $116M |
| 9 | ALLIANCEBERNSTEIN L.P. | 3.25% | 3,433,394 | $74M |
| 10 | BlackRock, Inc. | 3.10% | 3,279,499 | $96M |
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