Independent
Tenure on this board
6.1 yrs
Also a director at
Revvity Inc (RVTY)Phinia Inc (PHIN)
10 nominees · 3 ballot items.
Election of 10 directors; Ratification of Ernst & Young LLP as independent registered public accounting firm for 2026; and an advisory vote to approve named executive officer compensation for 2025 (Say on Pay).
Elect 10 incumbent directors to the Board, each to serve for a one-year term expiring at the 2027 annual meeting.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
An advisory (non-binding) vote to approve the compensation paid to the Company’s named executive officers for 2025, as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s 2025 named executive officer (NEO) compensation as disclosed in the proxy. Management seeks approval to signal shareholder support for its executive pay program, which it says is market‑competitive, heavily performance‑based, and designed to align leadership incentives with the Company’s strategic Value Creation Roadmap. The Company links short‑term incentives to EBIT (80%) and free cash flow (20%), and long‑term incentives to a mix of PSUs (60%) tied to EPS and ROIC and RSUs (40%), with a relative‑TSR modifier to further align outcomes with shareholder returns. The filing discloses that the 2025 STI payout was 109.8% of target and the 2023‑2025 PSU payout totaled 116.7% after the r‑TSR modifier, demonstrating realized alignment between pay and measured performance. The context includes investor outreach after the 2025 Say on Pay vote (which received ~66% support) and management’s engagement with large shareholders; the Board addressed concerns centered on legacy payouts to a former CEO and repeatedly emphasized that those legacy plans are closed to new entrants and not applicable to current NEOs. Management argues that the program’s governance features — including demanding targets, caps on payouts, clawback policy, anti‑hedging/pledging rules, double‑trigger change‑in‑control protections, and stock ownership/retention guidelines — mitigate risk and align executives with long‑term shareholder value. The Board’s recommendation to vote FOR reflects its view that the program attracts and retains talent while rewarding performance, and that recent shareholder feedback has been considered and addressed through engagement and reaffirmed policies (e.g., no tax gross‑ups, closure of legacy plans). Shareholders should view this advisory vote as a signal to the Compensation and Talent Development Committee, which will consider the outcome in setting future compensation but is not bound by the result. Overall, the proposal is positioned as a confirmation of the Company’s pay‑for‑performance framework amid active investor engagement and specific historical concerns about legacy arrangements that management has sought to clarify and remediate.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.59% | 16,237,269 | $171M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.97% | 10,677,339 | $112M |
| 3 | ALLIANCEBERNSTEIN L.P. | 5.82% | 8,921,465 | $132M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 5.78% | 8,857,315 | $93M |
| 5 | COOPER CREEK PARTNERS MANAGEMENT LLC | 4.57% | 7,006,293 | $74M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.52% | 6,930,117 | $73M |
| 7 | STATE STREET CORP | 3.90% | 5,985,512 | $63M |
| 8 | GOLDMAN SACHS GROUP INC | 2.99% | 4,589,116 | $48M |
| 9 | BlackRock, Inc. | 2.84% | 4,353,447 | $46M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.77% | 4,246,337 | $45M |
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