Independent
Tenure on this board
15.1 yrs
3 nominees · 3 ballot items.
Stockholders will vote to elect three directors, cast an advisory (non-binding) Say-on-Pay vote to approve named executive officer compensation, and ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026.
Elect Joaquin Delgado, Corning F. Painter, and F. Quinn Stepan, Jr. as directors each for a three-year term.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis, compensation tables and narrative).
This management proposal asks stockholders to cast a non-binding, advisory vote approving the Company’s disclosed named executive officer (NEO) compensation for 2025. Management seeks approval to confirm that its pay programs — including base salary, a short-term Management Incentive Plan tied to corporate net income, EBITDA, free cash flow and safety metrics, and long-term equity incentives (SARs, RSUs and performance shares tied to adjusted Corporate Net Income and ROIC modifiers) — are aligned with stockholder interests and properly implement pay-for-performance principles. The proposal is advisory and will not legally bind the Board, but the Board and the Human Capital and Compensation Committee intend to consider the voting outcome when setting future policy; the proxy notes a 96% support level at the 2025 meeting as an example of prior strong endorsement. Contextually, the Company made several compensation program adjustments in 2025 (adding free cash flow and safety metrics to annual incentives, adopting an amended equity plan and a severance plan) and engaged an independent consultant (Exequity) and a peer group benchmarking process to set competitive pay. The Board emphasizes governance safeguards supporting its recommendation, including a clawback policy, stock ownership guidelines, limitations on repricing and hedging prohibitions, and independent committee oversight of pay decisions. Investors evaluating the proposal should weigh the program’s alignment mechanisms against 2025 financial results (reported net income declined 7% year-over-year) and the detailed pay outcomes disclosed in the proxy, including the mix of at-risk compensation and realized payouts. The recommendation for a FOR vote reflects the Board’s judgment that the compensation practices are reasonable, market-aligned, and supportive of long-term value creation, while remaining responsive to shareholder feedback through the advisory vote process. The non-binding nature of the vote means activist or institutional investors may still press for changes despite Board support, but the historical high approval rate suggests limited current dissent among the shareholder base.
Ratification of the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.1% | 2,291,889 | $115M |
| 2 | HighTower Advisors, LLC | 7.0% | 1,590,065 | $79M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.0% | 1,358,853 | $68M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.7% | 1,061,042 | $53M |
| 5 | DEPRINCE RACE ZOLLO INC | 4.2% | 947,452 | $47M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 941,991 | $47M |
| 7 | STATE STREET CORP | 4.0% | 902,664 | $45M |
| 8 | AMERICAN CENTURY COMPANIES INC | 3.2% | 732,121 | $37M |
| 9 | BlackRock, Inc. | 2.9% | 660,285 | $33M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.0% | 464,455 | $23M |
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