Independent
Tenure on this board
4.6 yrs
Also a director at
Americas Carmart Inc (CRMT)Arcbest Corp (ARCB)
7 nominees · 3 ballot items.
Election of seven directors; advisory (non-binding) approval of executive compensation (“Say on Pay”); and ratification of Deloitte & Touche LLP as independent auditors for Fiscal 2026.
Election of seven director nominees (Ann Bordelon, Paulette Dodson, Noah Glass, Gerard J. Hart, Jack Hartung, Brett Patterson, and Eugene I. Lee, Jr.) to serve until the 2027 Annual Meeting.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding management proposal asks shareholders to approve, on an advisory basis, the Company’s executive compensation program as disclosed in the proxy materials. Management and the Compensation Committee position the proposal as a means for shareholders to express their view on whether pay practices for Named Executive Officers (NEOs) are appropriate; although non-binding, the Board commits to considering the vote in future compensation decisions. The Company emphasizes a pay-for-performance philosophy, where a substantial portion of executive pay is at risk and tied to annual Adjusted EBITDA and individual objectives (short-term incentives) and to multi-year performance and time-based equity awards (PSUs, RSUs, options) to align executives with long-term shareholder value. The CD&A highlights specific contextual factors—recent CEO transition, a one-time Executive Retention Plan in 2025 to maintain leadership continuity, forfeiture of certain 2021 performance awards, and use of a peer group benchmarking process—that bear on shareholder assessment of the proposal. Management argues that compensation governance is robust: an independent Compensation Committee, use of an independent consultant, share ownership guidelines, clawback policies, and limits on hedging/pledging. Opposing considerations for an investor evaluating the proposal include the use of one-time retention awards during leadership transition, the fact that 2025 STI payouts were zero (reflecting missed financial targets), and the degree to which realized pay (including sign‑on and retention awards) aligns with long-term realized shareholder returns. The proposal’s non-binding nature means implementation risk is limited, but a materially negative shareholder vote could prompt substantive Board and Compensation Committee changes. For a sophisticated analyst, key evaluation points are whether performance metrics and targets (e.g., Adjusted EBITDA, cumulative 3‑year goals for PSUs) are sufficiently rigorous and transparent, how retention awards were structured and disclosed, and whether governance safeguards (clawbacks, independent review) adequately mitigate misalignment or excessive risk‑taking. Overall, the Board recommends FOR the proposal, framing it as consistent with alignment to shareholders and disciplined pay practices, while investors should weigh the short-term retention actions and recent performance outcomes against the Company’s stated long-term incentive structures and governance controls.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Orbis Allan Gray Ltd | 9.27% | 7,026,720 | $37M |
| 2 | ALLIANCEBERNSTEIN L.P. | 6.82% | 5,167,696 | $23M |
| 3 | Engaged Capital LLCActivist | 4.54% | 3,442,990 | $18M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.01% | 3,039,553 | $16M |
| 5 | BlackRock, Inc. | 3.05% | 2,313,792 | $12M |
| 6 | Zuckerman Investment Group, LLC | 2.72% | 2,062,124 | $11M |
| 7 | BlackRock, Inc. | 2.71% | 2,052,596 | $11M |
| 8 | MARSHALL WACE, LLP | 2.21% | 1,678,357 | $9M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.88% | 1,421,608 | $8M |
| 10 | STATE STREET CORP | 1.70% | 1,287,546 | $7M |
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