Independent
Tenure on this board
7.3 yrs
8 nominees · 4 ballot items.
Election of eight directors; advisory approval of named executive officer compensation (Say-on-Pay); approval of Third Amended and Restated 2020 Long-Term Incentive Plan; ratification of RSM US LLP as independent auditors; and other business.
Elect eight nominees to the board for one-year terms.
Non-binding advisory approval of the compensation of the named executive officers as disclosed in the proxy statement.
The advisory proposal asks shareholders to approve, on a non-binding basis, the company’s executive compensation as disclosed in the proxy. Management seeks this endorsement to validate its compensation philosophy emphasizing performance-based pay, alignment with shareholder interests via RSUs and PSUs, use of financial and safety metrics in annual bonuses, and retention through long-term equity. The Compensation Committee designed 2025 metrics to emphasize Adjusted EBITDA, free cash flow, PROPWR committed megawatts and safety, with 90% quantitative and 10% qualitative weighting. The board recommends a 'FOR' vote citing alignment of pay and performance, strong shareholder engagement (95% prior support), and the committee’s use of independent consultants and robust governance safeguards including clawbacks and share ownership guidelines. The vote is advisory and non-binding, but the board will review results in future pay decisions. This is routine say-on-pay practice but provides insight into evolving compensation priorities tied to the company's pivot toward PROPWRSM and capital discipline.
Approve increase in share reserve and amendments to the 2020 LTIP to add 3,540,000 shares and extend term.
Management seeks shareholder approval to increase the 2020 LTIP share reserve by 3,540,000 shares and extend the plan term. The proposal is transactionally routine for sustaining the company’s equity compensation program and addresses the depletion of the current share pool given awards granted and outstanding RSUs/PSUs. The board argues that maintaining the plan supports retention and alignment of executives and employees through RSUs and PSUs tied to relative TSR and performance metrics. The plan contains standard features including limits on repricing without shareholder approval, minimum vesting of one year (with a 5% carve-out), substitution provisions for awards in M&A, director compensation caps, and clawback provisions. Approval would permit continued use of equity to attract and retain talent as the company scales PROPWRSM and executes its strategic plan; failure to approve would limit equity grant capacity, requiring alternative cash-based compensation or other measures. The board unanimously recommends a FOR vote, stressing governance safeguards and alignment with shareholder interests.
Ratify the Audit Committee’s selection of RSM US LLP as the independent auditors for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Sourcerock Group LLC | 5.91% | 7,241,813 | $104M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.09% | 6,240,527 | $90M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.55% | 4,356,508 | $63M |
| 4 | Valiant Capital Management, L.P. | 3.30% | 4,042,993 | $58M |
| 5 | AMERICAN CENTURY COMPANIES INC | 3.14% | 3,846,880 | $55M |
| 6 | BlackRock, Inc. | 3.07% | 3,764,540 | $54M |
| 7 | D. E. Shaw Co., Inc.Activist | 2.88% | 3,528,542 | $51M |
| 8 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.81% | 3,449,379 | $50M |
| 9 | BlackRock, Inc. | 2.73% | 3,347,612 | $48M |
| 10 | STATE STREET CORP | 2.49% | 3,054,724 | $44M |
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