Independent
Tenure on this board
5.4 yrs
Also a director at
Rpc Inc (RES)First Advantage Corp (FA)
9 nominees · 3 ballot items.
Election of nine directors; Ratification of Deloitte & Touche LLP as independent auditors for 2026; Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers (Say-on-Pay).
Elect nine director nominees to serve as directors until the 2027 Annual Meeting of Shareholders or until their successors are elected and qualified.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed executive compensation (the Compensation Discussion and Analysis, compensation tables and narrative). Management seeks this advisory approval to obtain shareholder input on its pay practices, to demonstrate that its compensation programs—composed of base salary, performance-based cash incentives, time-lapsed restricted stock and multi-year performance share units tied to Revenue CAGR, Adjusted EBITDA Margin and relative TSR—are aligned with shareholder interests, and to comply with the Dodd-Frank Act’s say-on-pay requirement. The Board and its Human Capital Management and Compensation Committee recommend a vote FOR, arguing that the program links pay to multi-year financial and market performance, uses peer benchmarking and an independent compensation consultant, maintains stock ownership guidelines and clawback provisions, and retains discretion to adjust results for unusual items. The vote is explicitly advisory and non-binding; however, the Board states it will review and evaluate any significant negative voting outcome and consider modifications to compensation policies or disclosures. Key contextual factors include the Company’s demonstrated financial performance in 2025 (double-digit revenue and earnings growth, strong adjusted EBITDA and TSR), the three-component PSU structure that awards based on revenue CAGR, adjusted EBITDA margin and relative TSR over a three-year period, and the Company’s current practice of holding say-on-pay votes every three years (next scheduled in 2029). The Company highlights governance safeguards—independent committee oversight, consultant input, and mechanisms to adjust incentive outcomes for acquisitions or unusual items—but shareholders should note the advisory nature of the vote, potential broker non-votes for non-routine matters, and that the Board retains discretion in plan design and in certifying PSU outcomes. In evaluating the proposal, sophisticated analysts should weigh the plan’s multi-year performance metrics, vesting and change-in-control terms, and evidence of realized alignment (actual PSUs paid for prior cycles and CEO/NEO realized pay) against the company’s ownership structure and potential related-party dynamics that could influence governance decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.09% | 19,683,655 | $1.1B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.42% | 16,458,385 | $879M |
| 3 | BlackRock, Inc. | 2.97% | 14,299,090 | $764M |
| 4 | STATE STREET CORP | 2.72% | 13,073,182 | $698M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.23% | 10,749,264 | $573M |
| 6 | FMR LLC | 1.54% | 7,411,511 | $396M |
| 7 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 1.53% | 7,356,984 | $393M |
| 8 | BlackRock, Inc. | 1.36% | 6,545,117 | $350M |
| 9 | Invesco Ltd. | 1.07% | 5,130,178 | $274M |
| 10 | Select Equity Group, L.P. | 0.99% | 4,767,122 | $255M |
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