Independent
Tenure on this board
14.9 yrs
Also a director at
White Mountains Insurance Group Ltd (WTM)
14 nominees · 3 ballot items.
1) Election of 14 directors; 2) Advisory (non-binding) vote to approve executive compensation (“say-on-pay”); 3) Ratification of KPMG LLP as independent auditors for fiscal 2026.
Elect 14 director nominees to serve until the 2027 Annual Meeting or until their successors are elected and qualified.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This proposal asks shareholders to approve on an advisory basis the compensation of the Company’s named executive officers as disclosed in the proxy statement. Management seeks approval to validate its pay-for-performance philosophy, including the CEO compensation redesign (special option grant, salary reduced to $1, and forgoing other incentives through 2028) intended to retain the CEO to lead the integration of IPG and align his compensation with shareholder outcomes. The board recommends a vote FOR, arguing that compensation is largely performance-based, maintains competitive levels, includes stringent ownership and clawback policies, and that the Compensation Committee engaged an independent consultant and robust shareholder engagement in forming pay decisions. The advisory vote is non-binding but will be considered by the Board and Compensation Committee when evaluating future compensation practices.
Ratify KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 9.74% | 27,760,218 | $2.1B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 7.12% | 20,295,276 | $1.5B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.21% | 14,840,407 | $1.1B |
| 4 | BlackRock, Inc. | 4.68% | 13,334,982 | $1.0B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.91% | 8,303,210 | $624M |
| 6 | First Eagle Investment Management, LLC | 2.53% | 7,197,470 | $542M |
| 7 | Capital Research Global Investors | 2.35% | 6,695,199 | $504M |
| 8 | BlackRock, Inc. | 2.24% | 6,395,257 | $482M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.23% | 6,357,090 | $480M |
| 10 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 1.89% | 5,376,034 | $405M |
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