Independent
Tenure on this board
2.9 yrs
Also a director at
Revvity Inc (RVTY)O-i Glass Inc (OI)
8 nominees · 3 ballot items.
Elect eight directors; advisory (non-binding) approval of the compensation of named executive officers (say-on-pay); and ratification of Deloitte & Touche LLP as the company’s independent auditors — the Board recommends FOR each item.
Election of eight director nominees to serve until the 2027 annual meeting and until their successors are elected and qualified.
Advisory (“say-on-pay”) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non‑binding basis, the Company’s disclosed executive compensation practices and the specific compensation awarded to its named executive officers; management seeks this endorsement to confirm shareholder support for its pay‑for‑performance program and to inform future compensation decisions. The Compensation Committee designed a program that is heavily performance‑based (86% of CEO target pay at risk in 2025; an average of 66% for other NEOs) using annual incentives tied to Economic Value Added (EVA) and Adjusted Free Cash Flow and long‑term incentives weighted toward performance stock units (70% PSUs, 30% time‑based restricted stock). PSUs vest based on relative TSR versus a comparator group with protections limiting payout if absolute TSR is negative; RSAs vest over three years. The Committee engaged an independent consultant, set peer benchmarking, and incorporated governance safeguards including clawback provisions, executive stock ownership requirements, and double‑trigger change‑of‑control vesting. The Board highlights that 2025 financial results were strong (Adjusted Free Cash Flow exceeded the maximum target; TSR outperformed peers) as context for the recommendation to vote FOR. For investors evaluating the proposal, relevant tensions include the large absolute value of CEO pay and long‑term equity grants, substantial change‑of‑control severance and vesting protections (including a CEO multiple of three times salary plus bonus), and the non‑binding nature of the vote which limits immediate enforceability. The Committee points to prior strong shareholder support (≈93% in 2025) and ongoing shareholder engagement as evidence of alignment, while noting it will consider future shareholder feedback. Overall, the proposal represents a request for a routine shareholder endorsement of a market‑typical, performance‑oriented compensation program, but investors should weigh the program’s explicit incentives and severance protections against realized outcomes and pay levels when forming a voting decision.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.0% | 4,089,037 | $280M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.8% | 2,512,703 | $172M |
| 3 | Lodge Hill Capital, LLC | 6.4% | 2,381,150 | $34M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 6.0% | 2,230,113 | $153M |
| 5 | FMR LLC | 5.0% | 1,842,800 | $126M |
| 6 | AMERICAN CENTURY COMPANIES INC | 4.5% | 1,663,420 | $114M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 1,611,237 | $110M |
| 8 | STATE STREET CORP | 4.1% | 1,523,009 | $104M |
| 9 | LSV ASSET MANAGEMENT | 3.7% | 1,386,085 | $95M |
| 10 | BlackRock, Inc. | 3.1% | 1,138,054 | $78M |
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