Not independent
Tenure on this board
16.7 yrs
9 nominees · 3 ballot items.
Election of nine directors; advisory vote to approve executive compensation (Say-on-Pay); ratification of appointment of KPMG LLP as independent registered public accounting firm for fiscal 2026.
Elect nine director nominees to hold office until the 2027 Annual Meeting.
Advisory (non-binding) approval of the compensation of the named executive officers as disclosed in the Proxy Statement.
The proposal asks shareholders to cast a non-binding advisory vote to approve the overall compensation package for the company's named executive officers as detailed in the proxy. Management seeks this advisory approval to validate its compensation practices, reinforce alignment between pay and performance, and maintain favorable investor relations after prior strong shareholder support (96.6% in 2025). The Board recommends a vote FOR, emphasizing that the compensation program ties a meaningful portion of pay to short-term and long-term performance metrics (adjusted operating revenues, adjusted net operating income, ROAE, and sales force size; PSUs tied to average ROAE and EPS growth), includes clawback provisions, stock ownership guidelines and independent compensation consultant oversight. The compensation is designed to attract and retain executives, align with long-term strategy, and avoid incentives for excessive risk-taking; the Committee notes prior strong pay-for-performance outcomes (e.g., payout levels, PSU performance and ROAE) to support its recommendation. The proposal is routine in governance terms but carries reputational importance; while non-binding, a significant negative vote could prompt the Board/Compensation Committee to revisit program elements. For sophisticated evaluators, considerations include the balance of time-vested RSUs versus PSUs, the metrics' calibration and adjustment policies, severance/change-in-control provisions, and recent pay outcomes relative to TSR and other performance benchmarks.
Ratify appointment of KPMG LLP as independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 7.82% | 2,439,415 | $611M |
| 2 | FMR LLC | 7.43% | 2,316,397 | $580M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.87% | 1,831,548 | $459M |
| 4 | BlackRock, Inc. | 5.70% | 1,777,748 | $445M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.59% | 1,432,793 | $359M |
| 6 | BANK OF MONTREAL /CAN/ | 3.94% | 1,229,794 | $308M |
| 7 | STATE STREET CORP | 3.22% | 1,003,384 | $251M |
| 8 | BlackRock, Inc. | 3.17% | 987,261 | $247M |
| 9 | Brave Warrior Advisors, LLC | 2.82% | 879,323 | $220M |
| 10 | BAMCO INC /NY/ | 2.76% | 860,026 | $215M |
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