Not independent
Tenure on this board
0.6 yrs
Also a director at
Louisiana-pacific Corp (LPX)
9 nominees · 3 ballot items.
Elect nine directors for one-year terms; ratify Ernst & Young LLP as independent auditors for 2026; and approve, on an advisory basis, the compensation of the Company’s named executive officers (say-on-pay).
To elect nine nominees (Jose A. Bayardo, Sanjay K. Chowbey, Marcela E. Donadio, David D. Harrison, Christian S. Kendall, Patricia Martinez, Patricia B. Melcher, William R. Thomas, and Robert S. Welborn) to serve as directors for a one-year term.
To ratify the appointment of Ernst & Young LLP as the Company's independent auditors for fiscal year 2026.
Non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This is a non-binding, advisory ‘say-on-pay’ proposal asking shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to confirm that its compensation philosophy—emphasizing pay-for-performance, a balanced mix of annual and long-term incentives, and retention through multi-year vesting—is aligned with stockholder interests. The Company ties annual incentives to Adjusted EBITDA, a working capital modifier, and safety metrics, while long-term incentives are split between TSR-relative performance and returns-based metrics (NVA), with recently announced 2026 modifications increasing performance award weighting and replacing the NVA portion with a return-on-capital-employed construct. The Board highlights governance safeguards—caps on bonus payouts, stock ownership guidelines, clawback/recoupment policies, and multi-year vesting—to mitigate excessive risk-taking. Management notes strong prior shareholder support (over 97% approval in 2025) as evidence of endorsement of the program. While the vote is advisory and non-binding, the Board and Compensation Committee will review results and consider them in future compensation decisions. The proposal’s practical effect is reputational and informational: a failure of support would likely trigger investor engagement and potential adjustments to compensation design, while strong support reinforces the current approach. The Board recommends a FOR vote, arguing the program aligns executives’ incentives with long-term value creation and prudent capital deployment while preserving appropriate risk controls.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PZENA INVESTMENT MANAGEMENT LLC | 10.3% | 37,093,585 | $698M |
| 2 | First Eagle Investment Management, LLC | 9.9% | 35,627,010 | $670M |
| 3 | BlackRock, Inc. | 5.6% | 20,244,658 | $381M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.2% | 18,752,072 | $353M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 5.1% | 18,415,953 | $346M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 16,186,296 | $304M |
| 7 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 4.2% | 14,919,613 | $281M |
| 8 | STATE STREET CORP | 3.5% | 12,392,917 | $233M |
| 9 | BlackRock, Inc. | 3.1% | 11,056,218 | $208M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.8% | 10,007,860 | $188M |
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