Independent
Tenure on this board
9.1 yrs
6 nominees · 3 ballot items.
Elect six directors; advisory (non-binding) vote to approve Named Executive Officer compensation (“Say on Pay”); ratify Grant Thornton LLP as independent registered public accounting firm; and transact other business as may properly come before the meeting.
Elect six directors—Andrew R. Morse, John Gellert, Alfredo Miguel Bejos, Julie Persily, R. Christopher Regan, and Lisa P. Young—to serve until the 2027 Annual Meeting.
Non-binding, advisory vote asking stockholders to approve the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement (the “Say on Pay” advisory resolution).
This management proposal requests a non-binding advisory approval of the Company’s Named Executive Officer compensation as disclosed in the Proxy Statement (the customary “Say on Pay” vote). Management seeks this approval to validate its compensation philosophy and program design—intended to align executive interests with long-term shareholder value through a mix of cash, time‑based restricted stock and performance‑restricted stock units (PRSUs)—and to demonstrate continued stockholder support for its pay decisions. The proposal is advisory only and will not alter compensation already awarded, however the Board and Compensation Committee state they will review and consider voting results when setting future pay. Contextually, stockholder support for the Company’s 2025 Say on Pay was low (54% in favor), prompting the Compensation Committee to engage with major institutional holders, solicit feedback, and adopt program changes for 2026 (e.g., increased allocation to PRSUs, reduced share‑price thresholds, and longer restricted‑stock vesting) intended to better align pay with performance and improve perceived attainability. Management argues these features balance retention, pay‑for‑performance and the Company’s stock volatility, while giving the committee discretion to respond to business and market conditions. Critics could point to the prior year’s weak support and to the discretion used in 2025 bonus determinations as reasons to withhold support until more formulaic, core‑metric driven structures and clearer linkages to shareholder returns are adopted. The Board’s recommendation to vote FOR reflects its view that the current program, including recent adjustments, aligns executives’ incentives with shareholder value and addresses stockholder feedback, while retaining flexibility needed for a business subject to commodity and market volatility. Given the advisory nature, investors should weigh the Company’s recent shareholder engagement, the disclosed changes for 2026, and historical Say on Pay support when assessing governance and compensation alignment.
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Oppenheimer Close, LLC | 5.10% | 1,381,367 | $10M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.39% | 1,189,204 | $9M |
| 3 | First Eagle Investment Management, LLC | 3.96% | 1,070,489 | $8M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.76% | 1,017,787 | $7M |
| 5 | BlackRock, Inc. | 3.00% | 812,545 | $6M |
| 6 | ROBOTTI ROBERT | 2.84% | 767,650 | $5M |
| 7 | BlackRock, Inc. | 2.22% | 599,515 | $4M |
| 8 | STATE STREET CORP | 1.84% | 498,529 | $4M |
| 9 | Cerity Partners LLC | 1.61% | 434,932 | $3M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.59% | 429,192 | $3M |
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