Independent
Tenure on this board
12.1 yrs
Also a director at
Murphy Oil Corp (MUR)
2 nominees · 3 ballot items.
Elect two Class I directors (Lawrence R. Dickerson and Lloyd A. Hajdik) to serve until 2029; hold a non-binding advisory (say-on-pay) vote to approve the compensation of the Named Executive Officers; and ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
To elect two (2) Class I members of the Board of Directors — Lawrence R. Dickerson and Lloyd A. Hajdik — to serve three-year terms expiring at the 2029 Annual Meeting of Stockholders.
A non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement (Compensation Discussion and Analysis, compensation tables and narrative).
This proposal requests an annual, non-binding shareholder advisory approval of the Company’s Named Executive Officer compensation as disclosed in the Proxy Statement (the “say-on-pay” vote). Management seeks shareholder approval to validate its pay philosophy and program design, which emphasize pay-for-performance through a mix of short-term cash incentives and long-term equity and cash-based awards tied to consolidated Adjusted EBITDA, cash flow from operations, and three-year relative total shareholder return metrics; roughly 82% of CEO pay and 75% of other NEO pay was at risk in 2025. The Compensation Committee, supported by an independent compensation consultant, sets targets and performance metrics intended to align executive incentives with stockholder value creation and to retain critical talent in a cyclical industry; management cites peer benchmarking, stockholder engagement, and recent payout results to justify its approach. The board Empfehlung is FOR because the Committee believes the program appropriately balances short- and long-term incentives, includes governance safeguards (clawback/recoupment policy, stock ownership guidelines, anti-hedging/pledging policies), and ties a substantial portion of pay to performance metrics and multi-year vesting. The vote is advisory and non-binding, but the Board and Compensation Committee have committed to consider the outcome in future compensation decisions and engage with stockholders on any concerns. Key contextual facts include material restructuring and impairment charges in 2025, a payout under the AICP of 85% of target driven by cash flow outperformance, and long-term award payout histories that reflect cumulative EBITDA and relative TSR outcomes; these dynamics influence how shareholders may view the alignment of pay and realized performance. The proposal’s approval requires a majority of voting power present and entitled to vote, broker non-votes are not counted for this matter, and abstentions are treated as votes against. For an analyst evaluating the proposal, important considerations include the relative weighting of absolute versus relative metrics, the level of discretion available to the Compensation Committee in adjusting payouts, historical say-on-pay support levels (73% in 2025), and whether disclosed safeguards and stockholder engagement practices sufficiently mitigate potential misalignment or excessive risk-taking.
To ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.7% | 3,416,830 | $40M |
| 2 | BlackRock, Inc. | 4.2% | 2,553,888 | $30M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 2,417,559 | $28M |
| 4 | ACADIAN ASSET MANAGEMENT LLC | 3.9% | 2,352,385 | $27M |
| 5 | BlackRock, Inc. | 3.7% | 2,239,177 | $26M |
| 6 | First Eagle Investment Management, LLC | 3.4% | 2,043,277 | $24M |
| 7 | AMERICAN CENTURY COMPANIES INC | 3.1% | 1,848,308 | $22M |
| 8 | D. E. Shaw Co., Inc.Activist | 3.0% | 1,796,119 | $21M |
| 9 | AQR CAPITAL MANAGEMENT LLC | 2.9% | 1,770,000 | $21M |
| 10 | STATE STREET CORP | 2.9% | 1,733,499 | $20M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.