Independent
Tenure on this board
9.1 yrs
Also a director at
Phillips 66 (PSX)
12 nominees · 3 ballot items.
Elect twelve directors; ratify Deloitte & Touche LLP as independent auditor for 2026; and approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers.
Elect twelve director nominees to serve until the next annual meeting and until their successors are elected and qualified.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narrative. Management is seeking shareholder approval to confirm support for its compensation framework, which emphasizes a mix of cash and long-term restricted stock awards designed to align executives’ interests with long-term shareholder value and to retain key talent. The Compensation Committee notes that a substantial portion of executive awards vests in years three and four and that the CEO and other senior executives hold significant stock ownership, creating alignment with shareholders. The company further highlights governance features intended to limit excess risk, including a clawback policy, no employment agreements that guarantee severance, stock ownership guidelines, and restrictions on hedging. The Board references strong prior shareholder support (over 98% in the prior year) as context for maintaining the overall framework while acknowledging the vote is advisory and will be considered by the Compensation Committee in future decisions. Because the vote is non-binding, management explains that it will not be compelled to implement particular changes by the outcome but will take the vote’s result into account when setting future compensation. The Board’s explicit recommendation to vote FOR is based on its view that the program balances short- and long-term incentives, mitigates undue risk through vesting schedules and committee oversight, and aligns pay with performance metrics such as EBITDA and EPS included in long-term incentive plans.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VICTORY CAPITAL MANAGEMENT INC | 2.4% | 1,561,909 | $234M |
| 2 | BlackRock, Inc. | 2.2% | 1,447,680 | $216M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 2.0% | 1,292,521 | $193M |
| 4 | DIAMANT ASSET MANAGEMENT, INC. | 1.3% | 884,411 | $132M |
| 5 | BANK OF MONTREAL /CAN/ | 1.3% | 822,338 | $123M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.2% | 816,133 | $122M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 1.2% | 757,948 | $113M |
| 8 | LSV ASSET MANAGEMENT | 1.1% | 724,733 | $108M |
| 9 | STATE STREET CORP | 1.0% | 635,665 | $95M |
| 10 | BlackRock, Inc. | 0.9% | 600,563 | $90M |
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