Independent
Tenure on this board
5.4 yrs
Also a director at
Rollins Inc (ROL)First Advantage Corp (FA)
10 nominees · 6 ballot items.
Election of ten directors; Ratification of Grant Thornton LLP as auditors; Advisory vote on executive compensation; Approval/ratification of performance stock unit grants to CEO Ben M. Palmer (2025 & 2026); Approval/ratification of performance stock unit grant to Executive Chairman Richard A. Hubbell (2026); Approval of amendments to the 2024 Stock Incentive Plan removing individual annual award limits for executives (except non-employee directors).
Elect ten nominees to the Board of Directors for one-year terms.
Ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for fiscal year 2026.
Non-binding advisory vote to approve executive compensation as disclosed in the proxy materials.
Seek shareholder approval to ratify performance stock unit awards granted to CEO Ben M. Palmer in 2025 and 2026 that exceeded individual annual limits in the 2024 Stock Incentive Plan so they can pay out as originally drafted.
This management proposal requests stockholder approval to ratify performance stock unit awards previously granted to CEO Ben M. Palmer in 2025 and 2026 that unintentionally exceeded the Plan’s 200,000-share annual individual limit. The ratification would cure a defective corporate act under Delaware law and permit the awards to pay out in full according to their stated performance metrics (three-year cumulative adjusted EBITDA with a TSR modifier and dividend equivalents), rather than being capped at the Plan limits. The Board and Human Capital Management and Compensation Committee are seeking approval because internal controls and authorization procedures failed to prevent grants that exceeded Plan limits, and the Company received a demand letter alleging the violations; the Board formed a special committee to review and recommended seeking stockholder ratification. If approved, the ratification would validate payouts up to the awards’ maximums (125,083 shares for 2025 and 154,080 shares for 2026, plus potential dividend equivalents) and would waive the individual annual limit solely for these awards. If not approved, payouts would be capped at 41,000 shares for 2025 and 7,500 shares for 2026, potentially materially reducing Mr. Palmer’s incentive compensation and prompting the Committee to consider alternate compensation. The proposal is not contingent on the Plan amendment proposal, and the Board recommends a FOR vote, citing the need to honor compensation arrangements and to implement remedial measures under the special committee review.
Seek shareholder approval to ratify a performance stock unit award granted to Executive Chairman Richard A. Hubbell in 2026 that exceeded individual annual limits in the 2024 Stock Incentive Plan so it can pay out as originally drafted.
This management proposal asks stockholders to ratify a 2026 performance stock unit award granted to Executive Chairman Richard A. Hubbell that exceeded the Plan’s 200,000-share annual individual limit when combined with concurrently granted restricted stock. Ratification would cure a defective corporate act under Delaware law and allow the PSU to pay out up to its full potential (maximum 92,400 shares plus dividend equivalents subject to performance), based on three-year adjusted EBITDA performance with a TSR modifier. The Board’s special committee, established after a stockholder demand letter flagged the Plan-limit exceedances, recommended seeking ratification, and the Human Capital Management and Compensation Committee and Board approved the award for Section 204 purposes. If not approved, the award would remain but be capped at 84,500 shares, which may materially reduce Mr. Hubbell’s incentive; the Committee could consider other compensation remedies. The proposal is independent of, but related to, the Plan amendment proposal, and the Board recommends a FOR vote to validate the grant and preserve the intended compensation structure.
Approve amendments to the Plan that remove individual annual grant limits for all participants except non-employee directors and set a $750,000 annual cap for non-employee director compensation, to give the Committee flexibility to grant competitive executive awards.
This management proposal requests approval to amend the 2024 Stock Incentive Plan to remove the 200,000-share per-person annual limits on options/SARs and other stock-based awards for participants who are not non-employee directors, replacing these limits with a $750,000 annual aggregate cap on compensation for non-employee directors only. The Board and Human Capital Management and Compensation Committee argue the changes are necessary to provide flexibility to competitively compensate executive officers given that recent CEO and Executive Chairman awards exceeded the existing caps and to address future needs, including anticipated changes from a proposed merger affecting employee compensation. Adoption would increase the Committee’s discretion to grant larger long-term equity awards (subject to the global 8 million share pool), raise governance concerns about concentrated executive awards and potential conflicts of interest since executives and directors benefit from the change, and may affect dilution and compensation expense. The Board recommends a FOR vote to ensure competitive executive packages and mitigate the administrative issue that created defective grants. The proposal is accompanied by a redlined amended Plan as Appendix A and the Board notes that approval will not exempt prior awards except as granted via separate ratification proposals for specific awards.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.41% | 11,992,255 | $85M |
| 2 | BlackRock, Inc. | 4.40% | 9,759,346 | $69M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.94% | 6,510,870 | $46M |
| 4 | STATE STREET CORP | 1.92% | 4,250,097 | $30M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.91% | 4,222,745 | $30M |
| 6 | AMERICAN CENTURY COMPANIES INC | 1.88% | 4,161,109 | $29M |
| 7 | VAN ECK ASSOCIATES CORP | 1.56% | 3,461,960 | $25M |
| 8 | BlackRock, Inc. | 1.45% | 3,204,572 | $23M |
| 9 | GAMCO INVESTORS, INC. ET AL | 1.30% | 2,891,268 | $20M |
| 10 | IES Holdings, Inc. | 1.13% | 2,511,895 | $18M |
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