Independent
Tenure on this board
4.9 yrs
5 nominees · 3 ballot items.
Elect five directors to one-year terms; ratify Deloitte & Touche LLP as the independent registered public accounting firm for 2026; and approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
Elect five director nominees (David P. Bolger, Michael G. Bungert, Francesca Cornelli, Nicholas D. Cortezi, and Anthony J. Kuczinski) to serve one-year terms until the 2027 annual meeting.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and related tables in the Proxy Statement.
This advisory proposal asks shareholders to endorse, on a non-binding basis, the compensation paid to the Company’s named executive officers as detailed in the CD&A and compensation tables. Management seeks this vote to validate its pay practices and to provide feedback on whether pay policies appropriately align executives’ incentives with longer-term shareholder value. The Company’s program emphasizes pay-for-performance: short-term incentive awards are tied to Organic Revenue Growth Rate and Adjusted EBITDAC Margin, and long-term performance awards (PSUs/PLUs) are contingent on multi-year organic revenue growth, adjusted margin targets, and stock-price CAGR metrics. The Board and Compensation and Governance Committee used an independent consultant and a peer group to benchmark pay, maintain clawback and stock ownership guidelines, and structure severance and change-in-control protections that the committee considers market-competitive. Notably, 2025 results produced modest STI payouts (organic growth of 10.1% and an Adjusted EBITDAC Margin below target), and the CEO and Executive Chairman voluntarily forwent their 2025 STI awards, which management presents as evidence of alignment and shared sacrifice. The Board recommends a FOR vote on the basis that the overall mix of compensation (heavy weighting toward long-term, performance-based equity with multi-year vesting) supports retention and aligns management interests with long-term stockholder returns. Potential investor concerns include the company’s dual-class share structure and substantial founder/insider ownership and governance arrangements that could affect accountability; however, executives also hold significant long-term equity exposure that ties realized pay to stock performance. Because the vote is advisory, the Board commits to consider the outcome and shareholder feedback when setting future compensation but is not legally bound by the result.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 2.69% | 7,103,226 | $240M |
| 2 | BlackRock, Inc. | 2.54% | 6,689,331 | $226M |
| 3 | Vulcan Value Partners, LLC | 2.50% | 6,595,335 | $223M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.03% | 5,342,267 | $180M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.97% | 5,200,792 | $175M |
| 6 | PRINCIPAL FINANCIAL GROUP INC | 1.62% | 4,259,985 | $144M |
| 7 | MONTRUSCO BOLTON INVESTMENTS INC. | 1.53% | 4,022,506 | $132M |
| 8 | STATE STREET CORP | 1.38% | 3,633,336 | $123M |
| 9 | BlackRock, Inc. | 1.28% | 3,383,634 | $114M |
| 10 | Neuberger Berman Group LLC | 1.18% | 3,105,544 | $105M |
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