Not independent
Tenure on this board
13.4 yrs
Also a director at
N/A
6 nominees · 4 ballot items.
Election of six directors; advisory approval of named executive officers’ compensation (say-on-pay); advisory vote on frequency of future say-on-pay votes; ratification of BDO USA, P.C. as independent auditor.
Election of six directors to serve until the 2027 annual meeting and until their successors qualify.
Non-binding advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed executive compensation for its named executive officers (NEOs). Management seeks endorsement to signal shareholder support for pay practices described in the Compensation Discussion and Analysis, which emphasizes pay-for-performance, long-term incentive grants (LTIP Units and RSAs), and a mix of time- and performance-based equity with metrics tied to same-store revenue growth and, starting in 2026, total shareholder return. The board and Compensation Committee recommend a vote FOR, arguing that the program aligns management incentives with shareholders by delivering significant portions of pay at risk, using multi-year performance measures, and retaining flexibility for committee oversight. Notable context includes recent changes to the long-term incentive metrics (replacement of same-store revenue growth with TSR for grants beginning in March 2026 and altered weighting between time-based and performance-based awards), sizeable equity grants tied to the company’s April 2025 IPO and peer-relative metrics, and severance and change-of-control protections; these features may concern some investors due to magnitude of awards and potential dilution but are presented by management as aligning long-term interests. As an advisory vote, the outcome is non-binding, but the board commits to consider the results when setting future compensation. The proposal raises governance considerations about pay quantum, alignment, and disclosure clarity, which an investor should weigh against the Company’s performance and peer practices.
Non-binding advisory vote where shareholders select every 1, 2, or 3 years for future advisory votes on executive compensation; board recommends every year.
This management proposal asks shareholders to select the preferred frequency (every one, two, or three years) for future non-binding advisory votes on executive compensation. The board recommends annual votes, arguing this provides timely feedback to the Compensation Committee that sets pay annually and allows the board to respond to stockholder concerns promptly. The context includes a prior stockholder-supported preference for biennial votes in 2020, but the board’s shift to recommending annual votes reflects current governance preferences for more frequent engagement and oversight. Investors should weigh costs and benefits: annual votes enable more regular accountability but can be resource-consuming and may produce repetitive outcomes; less frequent votes reduce administrative burden but delay investor feedback. The choice is advisory; the board will consider the outcome but is not bound by it. This proposal ties directly to shareholder engagement policy and the company's changing compensation practices (e.g., metric changes to the LTIP) where annual feedback could be meaningful.
Ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 7.24% | 4,010,228 | $121M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.04% | 2,787,652 | $84M |
| 3 | PRINCIPAL FINANCIAL GROUP INC | 4.56% | 2,524,216 | $76M |
| 4 | BlackRock, Inc. | 4.45% | 2,462,380 | $75M |
| 5 | PRUDENTIAL FINANCIAL INC | 3.99% | 2,210,031 | $67M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.94% | 2,179,238 | $66M |
| 7 | STATE STREET CORP | 3.91% | 2,163,288 | $66M |
| 8 | BlackRock, Inc. | 3.79% | 2,097,475 | $64M |
| 9 | GOLDMAN SACHS GROUP INC | 3.76% | 2,082,286 | $63M |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.37% | 1,863,721 | $56M |
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