Independent
Tenure on this board
1.4 yrs
Also a director at
Carpenter Technology Corp (CRS)
12 nominees · 3 ballot items.
Elect twelve directors to the Board; hold a non-binding, advisory vote to approve the Company’s executive compensation (Say-on-Pay); and ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year ending May 31, 2027.
Elect twelve directors to serve on the Board of Directors for one-year terms.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis and related tables.
This non-binding management proposal asks stockholders to approve, on an advisory basis, the Company’s executive compensation as disclosed in the Proxy Statement (the Compensation Discussion and Analysis, compensation tables and related narrative). Management is seeking approval to confirm support for its pay programs, which are weighted toward at-risk compensation (cash and equity) and designed to align executive incentives with multi-year financial performance metrics such as adjusted EBIT margin, revenue growth, working capital ratio, gross profit margin and SG&A discipline. The Compensation Committee points to a pay mix skewed toward long-term equity (PERS, PSUs, SARs) and annual cash incentives tied to quantitative metrics and discretion as evidence of alignment with stockholder value creation. Contextually, the Company reports that 55% of named officers’ 2026 compensation was variable and that prior-year Say-on-Pay received strong support (92% in 2025); the Committee also uses benchmarking by Willis Towers Watson to set competitive targets. The advisory nature means the vote is non-binding, but the Compensation Committee will consider the outcome and stockholder feedback when setting future pay. Key potential concerns for sophisticated analysts include the absolute levels and growth of CEO pay, the efficacy of performance metrics (e.g., how adjusted EBIT margin is calculated and how PSUs and PERS performance periods overlap), and the realized pay as compared with CAP/TSR outcomes shown in the Pay Versus Performance disclosures. The Company provides robust disclosure on compensation design, clawback policies, double-trigger change-in-control provisions, and stock ownership guidelines, which management cites to mitigate risk of excessive short-term incentives. If the proposal receives less-than-expected support, the Compensation Committee has signaled it will engage further with stockholders and may adjust program design or disclosure to address concerns.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.75% | 7,340,626 | $816M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.59% | 7,136,934 | $793M |
| 3 | Aristotle Capital Management, LLC | 5.41% | 6,911,971 | $768M |
| 4 | STATE STREET CORP | 5.29% | 6,752,178 | $751M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.51% | 5,765,737 | $641M |
| 6 | Allspring Global Investments Holdings, LLC | 3.17% | 4,050,455 | $448M |
| 7 | BlackRock, Inc. | 3.04% | 3,883,264 | $432M |
| 8 | VICTORY CAPITAL MANAGEMENT INC | 2.83% | 3,612,343 | $402M |
| 9 | MORGAN STANLEY | 2.11% | 2,695,032 | $300M |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.88% | 2,404,905 | $267M |
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