Independent
Tenure on this board
8.1 yrs
Also a director at
Nvent Electric PLC (NVT)
12 nominees · 3 ballot items.
Election of twelve directors; advisory (non-binding) approval of named executive officer compensation (“say-on-pay”); and ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Elect twelve directors to the Board for one-year terms (eleven incumbents and one new nominee, A. Randolph Smith, II).
Non-binding, advisory “say-on-pay” vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This proposal requests a non-binding, advisory approval of the Company’s named executive officer compensation as disclosed in the proxy statement. Management seeks shareholder endorsement to validate its pay-for-performance approach, which emphasizes a substantial portion of pay tied to operational and market-based performance metrics (a monthly non-equity Performance Incentive Plan (PIP) tied to pre-tax income, performance-based restricted stock awards (RSAs) tied to operating ratio, and performance-based restricted stock units (PBRSUs) tied to three‑year relative TSR versus the Dow Jones Transportation Average). The Board and Talent and Compensation Committee argue that these elements align executive incentives with long-term shareholder value while also providing retention through multi-year vesting and stock ownership requirements. The company cites strong historical shareholder support (approximately 94% approval at the 2025 say-on-pay vote) and engagement with an independent compensation consultant (Pearl Meyer) as evidence that the program is appropriate and market-competitive. Management also points to governance safeguards — including a clawback policy, limits on maximum PIP payouts, prohibitions on hedging/pledging, and stock ownership and retention requirements — to mitigate excessive risk-taking. The proposal is advisory and non-binding; however, the Board states it will consider shareholder feedback if significant opposition occurs. In recommending a vote FOR the proposal, the Board emphasizes that the compensation framework has contributed to the Company’s operational focus and long-term returns while balancing short‑term and long‑term incentives. Evaluating this proposal requires weighing the program’s strong performance-alignment features and governance controls against any concerns about pay quantum, the magnitude of variable pay in high-profit periods, and whether the metrics and peer group appropriately capture shareholder interests.
Ratify the Audit Committee’s appointment of Ernst & Young LLP (EY) as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.8% | 12,081,682 | $2.4B |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 5.8% | 12,031,725 | $2.4B |
| 3 | FMR LLC | 4.4% | 9,208,393 | $1.8B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.2% | 8,672,600 | $1.7B |
| 5 | STATE STREET CORP | 3.8% | 7,834,137 | $1.5B |
| 6 | BlackRock, Inc. | 3.1% | 6,360,391 | $1.2B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 4,509,143 | $877M |
| 8 | BlackRock, Inc. | 1.8% | 3,733,321 | $729M |
| 9 | T. Rowe Price Investment Management, Inc. | 1.7% | 3,578,790 | $699M |
| 10 | Boston Partners | 1.6% | 3,304,862 | $646M |
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