Not independent
Tenure on this board
11.1 yrs
Also a director at
Acco Brands Corp (ACCO)
6 nominees · 3 ballot items.
Three proposals: election of six directors; a non-binding advisory (say-on-pay) vote to approve the compensation of the named executive officers; and ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2027.
Elect six directors nominated by the Board to hold office until the 2027 Annual Meeting or until their earlier death, removal or resignation.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This non-binding advisory proposal asks stockholders to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (the customary “say-on-pay” vote). Management is seeking stockholder approval to validate its pay design and incentive decisions, which emphasize performance-based compensation tied to short-term and long-term financial metrics (AIP: 50% Net Sales and 50% Adjusted AIP EBITDA; LTI: PSUs and RSUs with CEO allocation weighted 75% to PSUs). The vote is advisory only and will not change contractual pay but is used by the Compensation and Talent Management Committee and the Board to inform future compensation decisions; the Board recommends a vote FOR. The filing provides context that the Committee engages an independent consultant (CAP), uses a defined peer group and benchmarking, and follows governance practices such as clawback, stock ownership guidelines, and limits on hedging and repricing. Recent outcomes relevant to evaluation: fiscal 2026 results produced Net Sales of $1,088.7M and Adjusted AIP EBITDA of $353.8M, leading to AIP payouts at 68% of target for 2026, and the May 2023 PSU grant (three-year performance period) paid out at 70% of target for FY2024–2026. Company actions during the year—managing supply chain disruptions, completing the acquisition of its key eye care supplier, and announcing/closing the Breathe Right acquisition—are material business events that management cites in evaluating executive performance and compensation. The Compensation Committee highlights strong shareholder support historically (approximately 97% approval in 2025), independent Committee membership, and the use of market benchmarking as reasons to support the program. A sophisticated evaluation should weigh: alignment of pay with multi-year financial metrics and free cash flow generation; the degree to which realized payouts reflect company performance given supply-chain headwinds and execution on strategic M&A; and governance protections (clawbacks, consultant independence, stock ownership requirements) intended to limit inappropriate risk-taking. Given the non-binding nature, a negative vote would signal investor concern and prompt the Committee to reassess incentive design and disclosure, while a positive vote would validate current program structure and the Board’s compensation philosophy.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.0% | 5,191,569 | $308M |
| 2 | ARIEL INVESTMENTS, LLC | 8.6% | 4,092,721 | $243M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.9% | 2,803,828 | $166M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 5.4% | 2,562,460 | $152M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 2,092,993 | $124M |
| 6 | STATE STREET CORP | 4.2% | 1,970,981 | $117M |
| 7 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 3.7% | 1,744,694 | $103M |
| 8 | Allspring Global Investments Holdings, LLC | 3.3% | 1,557,296 | $90M |
| 9 | BlackRock, Inc. | 3.0% | 1,437,629 | $85M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.7% | 1,291,278 | $77M |
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