Independent
Tenure on this board
13.2 yrs
2 nominees · 4 ballot items.
Election of two Class I directors; ratification of Ernst & Young LLP as auditor; non-binding advisory vote to approve executive compensation (say-on-pay); and approval of the First Amendment to the 2023 Omnibus Incentive Plan to increase the share reserve.
Elect two Class I nominees (David Saltzman and William D. Addas) to the Board of Directors to serve until the 2029 annual meeting.
Approve the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2026.
Advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
The non-binding advisory proposal asks stockholders to approve the overall compensation of the named executive officers as disclosed in the proxy. Management seeks this advisory approval to validate its executive compensation philosophy and provide feedback. The Compensation Committee ties pay to performance through metrics like EAD per diluted share and EAD ROE, uses short-term and long-term incentives (including performance-vesting Class B Profits Units), and structures CEO pay with a large portion in performance-based equity. The proposal is non-binding but management and the Compensation Committee state they will consider the outcome when setting future compensation. The board recommends a FOR vote, citing alignment with stockholder interests, rigorous performance metrics, and prior say-on-pay support (~80% in 2025).
Approve the First Amendment to increase the share reserve under the 2023 Omnibus Incentive Plan by 35,000,000 shares (less shares granted after April 1, 2026 and prior to the meeting).
Management seeks shareholder approval to amend the 2023 Plan to add 35,000,000 shares (net of certain awards) to the share reserve. The rationale is to preserve the Company’s ability to grant equity-based awards (options, RSUs, Class B Profits Units, PSUs, etc.) used for recruiting, retention, and aligning employees with stockholders. Without the increase, the company expects to run out of shares before the 2027 meeting. The amendment increases potential dilution (overhang from ~8.16% to ~13.16%) but includes governance protections: no evergreen increases, no repricings without shareholder approval, no liberal recycling for option/SARs, clawback policy, annual director compensation limit, and no single-trigger vesting on change-in-control. Board recommends FOR, arguing the grant runway will be roughly four years and emphasizing governance features and alignment with long-term performance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.1% | 50,751,272 | $481M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.2% | 28,833,179 | $273M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 24,974,754 | $237M |
| 4 | STATE STREET CORP | 3.4% | 18,957,083 | $180M |
| 5 | BlackRock, Inc. | 2.6% | 14,329,997 | $136M |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 1.5% | 8,621,676 | $82M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.5% | 8,567,971 | $81M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.3% | 7,012,403 | $66M |
| 9 | BANK OF AMERICA CORP /DE/ | 1.2% | 6,743,720 | $64M |
| 10 | LSV ASSET MANAGEMENT | 1.0% | 5,380,400 | $51M |
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