Independent
Tenure on this board
29.4 yrs
8 nominees · 3 ballot items.
Election of eight directors; advisory vote to approve named executive officer compensation (“Say-on-Pay”); ratification of Deloitte & Touche LLP as independent registered public accounting firm.
Election of eight director nominees (John H. Alschuler, Carol N. Brown, Lauren B. Dillard, Stephen L. Green, Craig M. Hatkoff, Marc Holliday, Peggy Lamb, Andrew W. Mathias) to serve one-year terms until the 2027 Annual Meeting.
Non-binding, advisory approval of the compensation of the company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This management proposal asks stockholders to cast a 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 and narratives. Management seeks approval to validate its pay-for-performance approach, which it says emphasizes a high proportion of equity-based, performance-conditioned awards and formulaic annual bonuses tied to specific operational and financial metrics. The board recommends a vote FOR, arguing the program aligns executive incentives with long-term stockholder value and reflects stockholder feedback—citing changes such as increased formulaic components, elimination of short-term performance periods in long-term incentives, and adoption of longer three-year performance periods. Key context includes material compensation plan redesigns in 2024–2026 (new CEO, CFO, General Counsel employment agreements) that increased performance-based measures, introduced Outperformance Modifiers, and removed certain change-in-control guarantees; the board underscores rigorous goal-setting, compensation committee oversight, consultant support, and clawback policy to justify its recommendation. Critics might point to high absolute pay levels, potential outsized payouts under strong operational and TSR outcomes, and the complexity of multi-year modifiers that could obscure alignment; however, management counters that equity-heavy compensation, clawbacks, and multi-metric performance hurdles mitigate excessive risk-taking. The advisory vote is non-binding, but the board will consider the results in future compensation decisions.
Ratify appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.71% | 8,329,903 | $308M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 10.05% | 7,149,080 | $264M |
| 3 | STATE STREET CORP | 5.72% | 4,071,540 | $153M |
| 4 | COHEN STEERS, INC. | 5.22% | 3,714,293 | $137M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.51% | 3,205,214 | $118M |
| 6 | BlackRock, Inc. | 4.12% | 2,928,806 | $108M |
| 7 | Alyeska Investment Group, L.P. | 4.09% | 2,911,711 | $108M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.34% | 1,660,892 | $61M |
| 9 | GOLDMAN SACHS GROUP INC | 2.24% | 1,596,560 | $59M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.24% | 1,594,098 | $59M |
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