Not independent
Tenure on this board
30.4 yrs
9 nominees · 3 ballot items.
Elect nine directors; hold a non-binding advisory (say-on-pay) vote to approve executive compensation; and ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect nine directors (W.M. “Rusty” Rush, Thomas A. Akin, Raymond J. Chess, William H. Cary, Dr. Kennon H. Guglielmo, Elaine Mendoza, Troy A. Clarke, Amy Boerger and Michael J. McRoberts) to hold office until the 2027 Annual Meeting or until their successors are elected and qualified.
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, compensation tables, and narrative.
This non-binding advisory proposal asks shareholders to approve the Company’s disclosed executive compensation for its named executive officers (the 'say-on-pay' vote). Management seeks shareholder endorsement to validate its pay philosophy, which it describes as pay-for-performance with significant 'at-risk' compensation tied to cash bonuses and equity awards, stock ownership guidelines, clawback provisions, and other governance features intended to align executives with long-term shareholder value. The Compensation and Human Capital Committee explains that bonuses are tied to income from continuing operations before taxes and that equity awards are used for retention and alignment; an independent consultant (CAP) was used to benchmark pay against a custom peer group. Management emphasizes qualitative evaluation of individual performance in addition to financial metrics, arguing that rigid formulaic targets could encourage inappropriate risk-taking. The Board unanimously recommends a FOR vote, noting prior shareholder support (~89% in 2023) and that the advisory result will be considered in future compensation decisions. The vote is advisory only and not binding on the Board or Compensation Committee, but management states it will review the results when making future program decisions and that the Company plans to hold the say-on-pay vote every three years. In evaluating the proposal, investors should consider the Company’s disclosure of pay mix (significant equity and bonus components), the Compensation Committee’s use of peer benchmarking and subjective performance assessments, the Company’s recent financial results (revenues of $7.4 billion and net income of $263.8 million for 2025), and existing governance features such as clawbacks, prohibition on hedging, and ownership guidelines that mitigate risk and align interests.
Ratify the Audit Committee’s appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.40% | 6,525,287 | $431M |
| 2 | FMR LLC | 7.70% | 5,980,478 | $395M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.55% | 3,538,886 | $234M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.30% | 3,342,979 | $221M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.24% | 2,518,289 | $166M |
| 6 | STATE STREET CORP | 3.00% | 2,334,568 | $154M |
| 7 | AMERICAN CENTURY COMPANIES INC | 2.84% | 2,206,473 | $146M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 2.73% | 2,119,150 | $140M |
| 9 | BlackRock, Inc. | 2.56% | 1,989,504 | $132M |
| 10 | FMR LLC | 2.48% | 1,923,697 | $127M |
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