Independent
Tenure on this board
21.6 yrs
4 nominees · 3 ballot items.
Shareholders will vote to elect four directors, to approve, on an advisory (non-binding) basis, the compensation of the Company’s Named Executive Officers (say-on-pay), and to ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Elect four directors — Glenn E. Corlett, R. Steven Kestner, J. Ryan Ruhlman, and David C. Sunkle — each for a term expiring in 2028.
Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in this Proxy Statement (say-on-pay).
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the Proxy Statement. Management seeks this advisory vote to confirm that its pay-for-performance philosophy, mix of base salary, annual cash incentives, and long-term equity awards (including performance- and service-based RSUs), and other compensation policies are aligned with shareholder interests and the Company’s strategic objectives. The Compensation Committee emphasizes that a significant portion of executive pay is at risk and tied to financial performance measures such as return on shareholders’ equity and multi-year performance vesting conditions, reflecting their intent to link pay to sustained company results. The board frames the vote as an opportunity for shareholders to provide feedback, noting that the vote is non-binding but that the Compensation Committee and the Board will consider the outcome when setting future compensation practices. Company-specific context includes a robust disclosure of compensation design, recent favorable say-on-pay support (over 97% approval in 2023), and explicit ownership and clawback policies intended to protect shareholder value and align incentives. Key governance considerations include the Board’s and Compensation Committee’s oversight, use of external benchmarking (Willis Towers Watson), and emphasis on both retention and performance through a blended LTI program. Potential controversies include concentrated insider ownership (founding family members hold significant shares) and certain perquisites and use of company aircraft for personal travel by top executives, which could attract shareholder scrutiny despite being disclosed. For an investor evaluating this proposal, the material questions are whether the disclosed pay structures appropriately balance risk and incentive, whether performance metrics are sufficiently rigorous and transparent, and whether the Board’s responsiveness to shareholder feedback and governance safeguards (clawbacks, ownership guidelines) mitigate agency risks. Given the Board’s recommendation, the detailed CD&A, and historical shareholder support, the proposal is likely to be seen by many investors as consistent with pay-for-performance, but activists or governance-focused investors may still probe items like related-party dynamics and perquisite policies.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | HighTower Advisors, LLC | 19.80% | 968,067 | $262M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.57% | 272,128 | $74M |
| 3 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 3.07% | 150,020 | $41M |
| 4 | WASATCH ADVISORS LP | 2.31% | 112,889 | $31M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.26% | 110,467 | $30M |
| 6 | Neuberger Berman Group LLC | 2.02% | 98,725 | $27M |
| 7 | BlackRock, Inc. | 1.97% | 96,481 | $26M |
| 8 | FMR LLC | 1.73% | 84,399 | $23M |
| 9 | BlackRock, Inc. | 1.62% | 79,042 | $21M |
| 10 | ROYCE ASSOCIATES LP | 1.59% | 77,494 | $21M |
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