Independent
Tenure on this board
23.2 yrs
6 nominees · 5 ballot items.
Vote to elect six directors (four Class III, one Class I, one Class II), ratify Deloitte & Touche LLP as independent auditors for fiscal 2026, and approve, on an advisory non-binding basis, the 2025 compensation of the Named Executive Officers.
Elect four nominees (Richard T. du Moulin; Karen H. Beachy; Gary Vogel; Paul M. Leand, Jr.) as Class III directors to serve until the 2029 annual meeting.
Elect Mads Rosenberg Boye Petersen as a Class I director to serve until the 2027 annual meeting.
Elect Eugene I. Davis as a Class II director to serve until the 2028 annual meeting.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Advisory (non-binding) vote to approve the compensation of the Named Executive Officers for 2025 as disclosed in the proxy statement.
This management proposal requests an advisory, non‑binding shareholder vote to approve the Company’s disclosed 2025 executive compensation. Management is seeking shareholder endorsement to signal investor support for its compensation design, which the Compensation Committee tied to adjusted EBITDA (60%), safety (15%), and individual strategic initiatives (25%) for annual bonuses and has shifted long‑term equity awards toward a mix of time‑based RSUs and performance‑based PSUs beginning in 2026 (50% ROCE / 50% rTSR for PSUs). The advisory vote does not alter compensation arrangements directly but serves as a gauge for the Board and Compensation Committee when setting future pay practices and metrics; the Board explicitly states it will consider the vote results. The proposal is positioned in the context of the Company’s broader governance practices (annual say‑on‑pay votes, adoption of a Clawback Policy and enhanced equity performance metrics) and aims to reinforce alignment between management incentives and shareholder value. Management recommends a FOR vote, arguing that the disclosed program appropriately balances short‑term operational targets with longer‑term performance alignment and includes safeguards such as vesting schedules and the forthcoming performance measures for PSUs. Given the Company’s recent operational and safety performance and the Compensation Committee’s use of an independent consultant, proponents will likely argue the program appropriately rewards achievement while aligning interests with shareholders; critics may point to below‑target adjusted EBITDA in 2025 and the non‑binding nature of the vote as reasons to push for stronger performance contingencies or greater disclosure. The Board frames the vote as an important feedback mechanism rather than a binding change, which is typical for smaller reporting companies; the outcome could influence future weighting of performance metrics, disclosure practices, and the mix of cash versus equity pay.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ROCKLAND TRUST CO | 7.3% | 4,766,941 | $34M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.3% | 2,808,009 | $20M |
| 3 | BlackRock, Inc. | 1.6% | 1,066,814 | $8M |
| 4 | BlackRock, Inc. | 1.4% | 946,631 | $7M |
| 5 | Cable Car Capital, LP | 1.3% | 870,000 | $6M |
| 6 | MILLENNIUM MANAGEMENT LLC | 1.3% | 834,048 | $6M |
| 7 | ACADIAN ASSET MANAGEMENT LLC | 1.2% | 775,611 | $5M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 1.1% | 746,100 | $5M |
| 9 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 1.1% | 709,452 | $5M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.0% | 672,629 | $5M |
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