Not independent
Tenure on this board
13.4 yrs
2 nominees · 3 ballot items.
Elect two directors to the Board, approve an advisory vote on executive compensation (say-on-pay), and ratify Baker Tilly as the Company’s independent registered public accounting firm for 2026; the Board recommends a vote FOR each item.
Election of two directors (Scott Montross and John Paschal) to serve three-year terms; directors are elected by a plurality of votes cast.
Non-binding, advisory 'say-on-pay' vote to approve the compensation paid to the Named Executive Officers as disclosed in the proxy.
This proposal asks shareholders to cast a non-binding advisory vote to approve the overall compensation of the Company’s Named Executive Officers as described in the proxy. Management seeks this advisory approval under Section 14A as a routine corporate governance practice to demonstrate shareholder support for its pay programs and to inform the Compensation Committee’s work; the vote is advisory and not binding on the Board. The Company’s executive compensation program combines base salary, short-term cash incentives tied primarily to adjusted income before income taxes, free cash flow, and safety performance, and long-term equity incentives (PSAs and RSUs) tied to multi-year EBITDA margin performance, with caps, clawback provisions, and stock ownership requirements to align executives with shareholder interests. For 2025 the short-term and long-term incentive structures produced above-target payouts reflecting record financial and safety results, which the Board cites as evidence of pay-for-performance alignment. The Board also highlights governance features such as a supplemental clawback policy, robust stock ownership guidelines, the annual advisory vote, and independent committee oversight as reasons to support the proposal. Management frames the program as calibrated to attract and retain executives while discouraging excessive risk-taking through mix and caps on payouts and multi-year performance measures. Because the vote is non-binding, a favorable result signals shareholder endorsement and is likely to result in the Board maintaining its current compensation framework, while a negative result would prompt the Compensation Committee to reassess plan design and shareholder engagement. Analysts evaluating the vote should weigh the program’s demonstrated links to recent company performance, the presence of governance safeguards, and the advisory nature of the vote when assessing the practical impact of the outcome on pay practices and governance.
Ratify the Audit Committee’s appointment of Baker Tilly as the Company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 6.9% | 662,246 | $52M |
| 2 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 5.6% | 541,817 | $42M |
| 3 | DDD Partners, LLC | 4.4% | 424,680 | $33M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 407,863 | $32M |
| 5 | ROYCE ASSOCIATES LP | 4.2% | 404,688 | $32M |
| 6 | BlackRock, Inc. | 4.0% | 385,082 | $30M |
| 7 | BlackRock, Inc. | 2.9% | 280,924 | $22M |
| 8 | Legal General Group Plc | 2.7% | 262,356 | $20M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.6% | 250,781 | $20M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.5% | 244,891 | $19M |
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