Independent
Tenure on this board
3.3 yrs
2 nominees · 2 ballot items.
Elect two directors (Alaina K. Brooks and Katheryn B. Curtis) to terms expiring in 2029, and hold a non-binding advisory vote to approve the Company’s executive compensation (say-on-pay).
Election of two directors, Alaina K. Brooks and Katheryn B. Curtis, to serve terms expiring in 2029.
A non-binding advisory (“say-on-pay”) vote to approve the Company’s executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This management proposal seeks shareholder approval, on a non-binding advisory basis, of the Company’s executive compensation as disclosed in the proxy (CD&A, compensation tables and related disclosures). Management is soliciting this annual say-on-pay vote under Section 14A of the Exchange Act and consistent with stockholder preferences expressed in prior meetings; while advisory and not dispositive, the Compensation and Human Capital Committee will take the vote outcome into account when setting future pay. The Company’s disclosed program emphasizes pay-for-performance: a high proportion of target pay for NEOs is performance-based (short-term incentives tied to EBITDA and working capital, and long-term awards tied to multi-year EBITDA% and safety metrics), with caps, recoupment provisions, stock ownership guidelines, and hedging/pledging prohibitions to mitigate risk. Recent outcomes show above-target payouts for Fiscal 2025 driven by strong EBITDA and working capital performance and multi-year long-term awards that vested at above-target levels for the 2023–2025 cycle, which management uses to justify continued alignment of pay with results. The board’s recommendation to support the proposal rests on these alignment features and the Compensation Committee’s view that compensation is competitive and tied to sustainable results; they also note a favorable prior say-on-pay vote and commit to consider stockholder feedback. Key governance considerations for analysts include the non-binding nature of the vote, the specific performance metrics (EBITDA %, safety EMR, working capital), potential sensitivity of results to cyclical industry conditions, and the presence of robust recoupment and ownership policies which reduce but do not eliminate risk-taking incentives. Investors evaluating the proposal should weigh whether the selected metrics sufficiently reflect long-term value creation and downside risk, whether caps and committee discretion are appropriate, and how historical pay outcomes compare to realized shareholder returns and peer practice. Given the Company’s disclosed practices and recent strong financial performance, the Board argues support is warranted, but the advisory format means shareholders must signal approval or concern for the Compensation Committee to act on in subsequent cycles.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 2.8% | 1,009,465 | $546M |
| 2 | FIRST TRUST ADVISORS LP | 1.4% | 516,551 | $279M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 1.2% | 424,609 | $230M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.1% | 383,599 | $208M |
| 5 | STATE STREET CORP | 1.0% | 362,437 | $196M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 0.8% | 306,528 | $166M |
| 7 | BlackRock, Inc. | 0.8% | 276,598 | $150M |
| 8 | Fisher Asset Management, LLC | 0.7% | 256,915 | $139M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.6% | 209,465 | $113M |
| 10 | GW Investment Management, LLC | 0.6% | 200,535 | $109M |
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