Independent
Tenure on this board
7.7 yrs
6 nominees · 3 ballot items.
Three proposals: election of six directors; ratification of KPMG LLP as the independent registered public accounting firm for Fiscal 2026; and an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers (say-on-pay).
Elect six nominees (Sherianne James, Leslie L. Campbell, Hugh R. Rovit, Gautam Patel, David M. Maura and Terry L. Polistina) to the Board of Directors.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.
Approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This advisory (non-binding) proposal asks stockholders to approve the Company’s executive compensation disclosure and overall pay program for its named executive officers as presented in the proxy statement. Management is seeking shareholder approval to confirm support for its compensation framework, which the Board and Compensation Committee designed to align executive pay with company performance and stockholder interests through a mix of fixed salary, an annual Management Incentive Plan (MIP) and a long-term incentive program (LTIP). The Company emphasizes a pay-for-performance structure: a large majority of NEO target compensation is at-risk (e.g., ~89.7% for the CEO) and the LTIP is 70% performance-based, with metrics including Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted Return on Average Equity; the MIP uses Adjusted EBITDA, Net Sales and Adjusted Average Inventory Turns. The Board’s rationale for recommending FOR reflects these alignment features, the existence of clawback, anti-hedging/anti-pledging policies, stock ownership guidelines and recent stockholder engagement that influenced plan design. The vote is advisory and non-binding, but the Board and Compensation Committee will consider the outcome when setting future compensation policies and awards. Contextually, the Company reports that it received strong say-on-pay support in the prior year and discloses detailed objectives, payout curves and governance safeguards intended to limit excessive risk-taking. Management also points to recent adjustments and responsiveness to stockholder feedback (e.g., metric selection and disclosure) as evidence of governance responsiveness. A sophisticated assessment should weigh the program’s heavy performance orientation and retention features against realized payouts and historical performance, the non-binding nature of the vote, and how future awards would respond to any material negative shareholder feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PZENA INVESTMENT MANAGEMENT LLC | 10.1% | 2,338,423 | $172M |
| 2 | Callodine Capital Management, LP | 8.8% | 2,048,783 | $151M |
| 3 | AMERICAN CENTURY COMPANIES INC | 7.3% | 1,688,793 | $124M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.2% | 1,445,871 | $107M |
| 5 | LSV ASSET MANAGEMENT | 4.4% | 1,030,240 | $76M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 1,010,719 | $74M |
| 7 | BlackRock, Inc. | 3.8% | 876,606 | $65M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.7% | 866,449 | $64M |
| 9 | BlackRock, Inc. | 2.9% | 677,246 | $50M |
| 10 | Quantinno Capital Management LP | 2.8% | 660,384 | $49M |
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