Not independent
Tenure on this board
4.8 yrs
2 nominees · 3 ballot items.
Election of two Class II directors; Ratification of Grant Thornton LLP as independent registered public accounting firm; Non-binding advisory approval of 2025 executive compensation.
Elect two Class II directors, Stuart N. Bodden and Sean Woolverton, to hold office until the 2029 Annual Meeting.
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory vote to approve the compensation of the Company’s named executive officers as disclosed for 2025.
The proposal requests a non-binding, advisory approval of the Company’s 2025 executive compensation as disclosed in the proxy statement. Management seeks shareholder endorsement to validate its pay-for-performance approach which ties short-term cash bonuses to Adjusted EBITDA-Capex, initiatives, and safety (TRIR), and links long-term incentives to performance-based PSUs and RSUs tied to absolute and relative TSR compared to a defined peer group. The Compensation Committee, which is composed entirely of independent directors and supported by an independent consultant, recommends a vote FOR, arguing that the programs align executive incentives with shareholder returns and retention. The narrative includes detailed disclosure on target award sizes, PSU design changes (amendment to include dividends in ATSR calculation), vesting conditions, peer group composition, and severance protections under a new Executive Severance Plan designed to attract and retain senior leaders. The Board acknowledges the advisory nature of the vote but states the Compensation Committee may consider the voting outcome when setting future compensation. Given the adoption of new severance provisions and the PSU amendment that benefits executives modestly, investors assessing this proposal should weigh the alignment benefits of performance-based equity against higher realized pay in 2025 and the potential retention costs embedded in severance and equity structures.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | IES Holdings, Inc. | 7.14% | 1,696,438 | $29M |
| 2 | Encompass Capital Advisors LLC | 6.34% | 1,507,503 | $26M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.08% | 1,207,839 | $21M |
| 4 | ROYCE ASSOCIATES LP | 4.39% | 1,043,088 | $18M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.40% | 808,492 | $14M |
| 6 | BlackRock, Inc. | 3.07% | 728,991 | $12M |
| 7 | AMERICAN CENTURY COMPANIES INC | 2.87% | 681,762 | $12M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 2.29% | 543,446 | $9M |
| 9 | STATE STREET CORP | 1.78% | 422,020 | $7M |
| 10 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 1.73% | 411,831 | $7M |
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