Not independent
Tenure on this board
2.3 yrs
7 nominees · 4 ballot items.
Elect seven directors; ratify BDO USA, P.C. as independent auditors for 2026; non-binding advisory approval of named executive officer compensation (say-on-pay); non-binding advisory vote on frequency of future say-on-pay votes (1, 2 or 3 years).
Elect seven nominees to the Board of Directors to serve until the 2027 annual meeting or until their successors are elected or appointed.
Ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the 2025 Summary Compensation Table and related disclosures.
This management-sponsored proposal requests a non-binding, advisory approval of the Company’s named executive officer compensation as disclosed in the proxy statement, including the Summary Compensation Table and related disclosures. Management is seeking shareholder approval to validate its executive pay philosophy and plan design, which include KPI-based cash incentives and long-term incentive (LTI) awards (including SARs and Phantom Units) and to demonstrate alignment between pay and Company performance. The proxy discloses that 2025 corporate performance substantially exceeded targets under the KPI plan (company performance achieved approximately 288.6% of target), driving materially higher incentive payouts to named executives in 2025; the proposal asks shareholders to endorse that outcome and the underlying compensation structure. Although advisory and non-binding, the Board and Compensation Committee state they will review and take the vote into account when setting future compensation; thus, an affirmative vote signals investor support and could reduce governance friction. Contextual governance considerations include that the Company is a “controlled company” with significant ownership and board representation by Weichai, which affects committee composition and oversight; the Compensation Committee includes a mix of independent and non-independent directors. The proposal also sits alongside recent executive transitions (e.g., the CEO’s resignation and related resignation agreement), which may influence shareholders’ assessment of pay-for-performance and severance/termination arrangements. Key issues for analysts include the magnitude and structure of 2025 payouts, the design of KPI and LTI programs (performance vs. guaranteed components), and how the Compensation Committee will respond to voting outcomes. A vote FOR supports management’s compensation decisions and exemplifies shareholder acceptance of the disclosed pay practices; a vote AGAINST would be a signal of investor dissatisfaction that the Board would need to address through potential compensation changes or enhanced disclosure. Overall, the proposal is a standard say-on-pay item that provides shareholders a vehicle to express views on executive remuneration while informing the Board’s future compensation decisions.
Non-binding, advisory vote for stockholders to recommend whether future advisory votes on named executive officer compensation should occur every one, two, or three years.
This management proposal asks shareholders to indicate, on a non-binding basis, how often they want advisory votes on executive compensation to be held—every one, two or three years—with management recommending an annual (1-year) vote. Management's rationale is that annual votes provide frequent, timely feedback on pay practices and allow the Board and Compensation Committee to respond promptly to shareholder sentiment, improving governance responsiveness. From a governance perspective, an annual frequency increases the cadence of engagement and provides a recurring pressure point for the Compensation Committee to align pay with performance; it is the option favored by many governance advocates who prioritize frequent shareholder input. Conversely, more frequent voting may impose administrative costs and could encourage short-termism if compensation decisions are overly driven by annual voting cycles; less frequent cycles (e.g., triennial) reduce administrative burden but delay corrective feedback. The Company’s recommendation for annual votes is consistent with its prior adoption of an annual advisory vote policy following stockholder support in 2020 and reflects the Board’s view that regular engagement is beneficial, particularly given recent changes in executive leadership and substantial 2025 KPI payouts. The non-binding nature means the Board retains discretion, but the outcome is influential; the option receiving the most votes will be treated as the stockholder recommendation. Analysts should consider how the chosen frequency interacts with the Company’s controlled-company structure and Compensation Committee composition, as these factors affect how shareholder feedback translates into compensation changes. Ultimately, a vote for '1 Year' signals investor preference for more frequent oversight and may lead the Board to continue annual say-on-pay votes; a vote for a multi-year option would indicate a preference for less frequent formal input.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.0% | 466,204 | $28M |
| 2 | Situational Awareness LP | 1.9% | 432,300 | $26M |
| 3 | Situational Awareness Partners LP | 1.9% | 432,300 | $26M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 1.5% | 340,974 | $21M |
| 5 | BlackRock, Inc. | 1.4% | 315,965 | $19M |
| 6 | Allspring Global Investments Holdings, LLC | 1.3% | 294,521 | $19M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 1.2% | 273,318 | $17M |
| 8 | BARCLAYS PLC | 1.0% | 238,883 | $15M |
| 9 | BlackRock, Inc. | 1.0% | 238,808 | $15M |
| 10 | Busey Bank | 1.0% | 220,000 | $13M |
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