Independent
Tenure on this board
17.4 yrs
2 nominees · 3 ballot items.
Elect two directors; ratify RSM US LLP as independent auditors for 2026; and approve, on a non-binding advisory basis, the compensation of named executive officers.
Elect Randy F. Lieble and Joseph G. Stienessen as directors for three-year terms ending in 2029.
Ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Proposal 3 asks shareholders to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management is seeking shareholder approval to obtain advisory validation of its executive compensation policies and practices, to demonstrate alignment between pay and performance, and to gauge shareholder sentiment which the Compensation Committee will consider in future compensation decisions. The proposal is non-binding, so while the Board will review voting outcomes, it retains discretion over compensation decisions and plan design. Notable context includes the Company's use of restricted stock awards to align executive incentives with long-term shareholder value, discretionary bonuses, and a compensation program focused on retention and alignment rather than strict performance-based metrics; the Company also reports a high prior say-on-pay approval (98.3% in 2025) which suggests past shareholder support. The board recommends a vote FOR, arguing that its compensation program provides a competitive total compensation package that attracts and retains executives, aligns executives’ interests with stockholders, and rewards performance, and that the Compensation Committee considers say-on-pay results when making future decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.44% | 676,695 | $93M |
| 2 | STATE STREET CORP | 5.51% | 394,560 | $54M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.36% | 312,207 | $43M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.98% | 213,869 | $29M |
| 5 | BlackRock, Inc. | 2.26% | 161,599 | $22M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 2.07% | 148,300 | $20M |
| 7 | ADVISORY RESEARCH INC | 1.97% | 140,850 | $19M |
| 8 | Medina Value Partners, LLC | 1.94% | 138,696 | $19M |
| 9 | J. Goldman Co LP | 1.78% | 127,601 | $17M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.52% | 108,619 | $15M |
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