Independent
Tenure on this board
8.8 yrs
11 nominees · 3 ballot items.
Elect 11 directors; advisory vote to approve executive compensation (say-on-pay); ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.
Elect 11 nominated directors to serve one-year terms.
Non-binding, advisory vote (“say-on-pay”) to approve the company’s executive compensation program as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote approving the executive compensation program disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management seeks this annual advisory approval to confirm shareholder support for its pay practices. The board recommends a vote FOR, arguing the program aligns executives’ interests with shareholders through heavy weighting of at-risk, performance-based compensation (performance-based RSUs and Gainshare cash incentives), equity ownership guidelines, and clawback provisions. The payment design emphasizes profitable growth (96 combined ratio target), with long-term performance-based restricted stock units tied to market-relative growth and investment results, and an annual Gainshare factor driving cash incentives. The board notes robust disclosure, engagement with shareholders, and high prior say-on-pay support (94% in 2025). Risks are mitigated by governance features (clawbacks, non-compete, double-trigger change-in-control). A sophisticated analyst should consider that while pay is heavily performance-linked, substantial realized pay resulted from significant stock price appreciation and vesting outcomes, so approval affirms current compensation philosophy but does not bind the board to specific future targets.
Ratify PwC as the company’s independent auditor for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.52% | 38,098,359 | $7.6B |
| 2 | STATE STREET CORP | 4.43% | 25,870,710 | $5.1B |
| 3 | Capital Research Global Investors | 3.86% | 22,574,142 | $4.5B |
| 4 | BlackRock, Inc. | 3.47% | 20,299,160 | $4.0B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.46% | 14,359,360 | $2.8B |
| 6 | Capital World Investors | 2.43% | 14,173,539 | $2.8B |
| 7 | BlackRock, Inc. | 2.12% | 12,414,885 | $2.5B |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.00% | 11,696,220 | $2.3B |
| 9 | ALLIANCEBERNSTEIN L.P. | 1.74% | 10,165,653 | $2.3B |
| 10 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 1.62% | 9,494,362 | $1.9B |
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