Independent
Tenure on this board
5.2 yrs
Also a director at
Landbridge Co LLC (LB)
5 nominees · 4 ballot items.
Elect five directors; approve (non-binding) executive compensation; ratify Ernst & Young LLP as independent auditors for 2026; and transact any other business properly brought before the meeting.
Elect five director nominees named in the proxy statement to serve until the 2027 Annual Meeting and until their successors are duly elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the proxy statement (CD&A, compensation tables and narrative).
This management proposal asks shareholders to cast a non‑binding, advisory vote approving the Company’s executive compensation disclosures and philosophy as presented in the proxy (the CD&A, executive compensation tables, and narrative). Management seeks this advisory endorsement to confirm shareholder support for its pay‑for‑performance approach, which emphasizes a significant portion of at‑risk pay, a mix of RSUs and PSUs, and metrics tied to Adjusted EBITDA, Adjusted Free Cash Flow, revenue growth, and adjusted diluted EPS with a TSR modifier. The Board emphasizes that compensation changes in 2025 (shorter AIP measurement periods and transitional PSU design) responded to industry volatility and shareholder feedback, and that in 2026 the Company returned to a full‑year AIP period and intends to revert to longer PSU cycles when appropriate. The proxy discusses prior shareholder engagement and a 61% Say‑on‑Pay support in 2025, which the Compensation Committee used to refine plan design and disclosure. Management argues the program promotes retention, aligns executives with long‑term value creation, includes governance safeguards (independent consultant, clawback policy, no hedging/pledging, double‑trigger CIC vesting), and that realized payouts have been materially below targets for PSUs, demonstrating pay‑for‑performance. The Board’s recommendation to vote FOR is therefore presented as consistent with aligning executive incentives and shareholder interests while responding to investor feedback and preserving flexibility amid market uncertainty. Because the vote is advisory, it will not change compensation contracts by itself, but the Board will consider the result in future compensation decisions and plan design. The proposal should be evaluated in the context of the Company’s recent operational rebound, disclosed incentive metrics and outcomes, shareholder outreach history, and the Compensation Committee’s stated commitment to return to multi‑year PSU cycles when conditions permit.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Transact any other business that may properly come before the meeting or any adjournment or postponement thereof.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 11.48% | 19,259,646 | $127M |
| 2 | BlackRock, Inc. | 4.91% | 8,245,691 | $54M |
| 3 | Invesco Ltd. | 4.57% | 7,665,361 | $50M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.39% | 7,361,341 | $48M |
| 5 | FIRST TRUST ADVISORS LP | 4.35% | 7,304,064 | $48M |
| 6 | STATE STREET CORP | 3.58% | 6,008,908 | $40M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.51% | 5,887,472 | $39M |
| 8 | BlackRock, Inc. | 3.24% | 5,435,796 | $36M |
| 9 | BNP Paribas Asset Management Holding S.A. | 3.17% | 5,313,610 | $35M |
| 10 | T. Rowe Price Investment Management, Inc. | 3.00% | 5,031,902 | $33M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.