Not independent
Tenure on this board
3.5 yrs
8 nominees · 3 ballot items.
Elect eight directors; Ratify KPMG LLP as the Company’s independent registered public accounting firm for 2026; Non-binding advisory (say-on-pay) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Elect eight directors to hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and accompanying narrative.
This advisory (non-binding) say-on-pay proposal asks shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to confirm shareholder support for the executive compensation program and to inform future compensation decisions; the Board states the program is designed to attract, motivate and retain executives while aligning pay with both short- and long-term company performance. The program combines base salary, an annual cash incentive (targeted as a percentage of cash compensation with payouts tied 80% to company financial performance and 20% to management-by-objective goals), and long-term equity incentives including restricted stock (standard and long-term retention awards) and three-year performance shares tied to Return on Invested Capital (67% weighting) and Organic Sales Growth (33% weighting). Short-term financial measures for 2025 were Adjusted EPS (75% of the financial component) and Adjusted Free Cash Flow Conversion (25% of the financial component); management capped annual cash incentive payouts at 200% of target to limit excessive risk-taking. The Company also highlights governance safeguards — a clawback policy complying with NYSE Rule 10D‑1, stock ownership guidelines with mandatory post-vesting holding periods, and restricted stock vesting schedules — intended to align executives’ incentives with sustained shareholder value. The Board notes prior strong shareholder support (approximately 96% approval in 2025) and characterizes the program as reasonable and aligned with 2025 results, while acknowledging the vote is advisory and the Board will consider the outcome in future compensation decisions. Potential investor concerns include the absolute level of pay, the use of retention awards and multi-year performance metrics, and whether the chosen performance metrics and vesting schedules sufficiently tie pay to long-term shareholder returns; management’s detailed disclosure in the CD&A and the presence of risk-mitigating features are the Board’s primary responses to those concerns.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.34% | 2,301,408 | $80M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.98% | 1,330,435 | $46M |
| 3 | ROYCE ASSOCIATES LP | 5.25% | 1,168,517 | $41M |
| 4 | GAMCO INVESTORS, INC. ET AL | 4.48% | 996,928 | $35M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.17% | 927,521 | $32M |
| 6 | BlackRock, Inc. | 3.81% | 847,873 | $29M |
| 7 | STATE STREET CORP | 3.64% | 809,621 | $28M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.71% | 603,466 | $21M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.98% | 441,187 | $15M |
| 10 | GABELLI FUNDS LLC | 1.98% | 439,814 | $15M |
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