Independent
Tenure on this board
2.0 yrs
Also a director at
Gentherm Inc (THRM)Orthofix Medical Inc (OFIX)
10 nominees · 3 ballot items.
Elect ten directors; ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026; approve, on a non-binding advisory basis, named executive officer compensation.
Elect ten directors to serve one-year terms expiring in 2027.
Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve, on a non-binding, advisory basis, the compensation of the named executive officers as disclosed in this proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to demonstrate shareholder support for its executive pay program and compensation philosophy, which ties pay to both short- and long-term performance metrics and uses equity-based awards and performance conditions to align management incentives with shareholder interests. The board recommends a vote FOR this resolution; it emphasizes that while the vote is non-binding, the compensation committee and the board will review the outcome and consider it when making future compensation decisions. Context includes the company's controlled-company status (where one holder controls majority voting power), the use of performance-based equity awards with market-based vesting conditions and recent amendments to those awards, and the company's disclosed pay-versus-performance metrics. The proposal is typical say-on-pay practice required by SEC rules and is intended to provide feedback to the board but does not alter compensation directly even if opposed. The management recommendation cites alignment with strategy and retention of key executives as rationale for support.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 3.56% | 7,743,640 | $6M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.22% | 7,021,907 | $5M |
| 3 | ARK Investment Management LLC | 3.16% | 6,878,899 | $5M |
| 4 | BlackRock, Inc. | 2.14% | 4,656,030 | $4M |
| 5 | Sumitomo Mitsui Trust Group, Inc. | 2.02% | 4,391,666 | $3M |
| 6 | Amova Asset Management Americas, Inc. | 2.02% | 4,391,666 | $3M |
| 7 | STATE STREET CORP | 1.73% | 3,770,689 | $3M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.48% | 3,223,706 | $2M |
| 9 | AQR CAPITAL MANAGEMENT LLC | 1.05% | 2,292,290 | $2M |
| 10 | UBS Group AG | 0.76% | 1,654,254 | $1M |
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