Independent
Tenure on this board
14.0 yrs
8 nominees · 3 ballot items.
Election of eight directors; advisory vote to approve named executive officer compensation (Say-on-Pay); and ratification of appointment of Grant Thornton LLP as independent registered public accounting firm for 2026.
To elect eight nominees to the Board of Directors to serve one-year terms expiring in 2027.
Non-binding advisory vote (Say-on-Pay) to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This is a management-sponsored, non-binding advisory proposal asking stockholders to approve the compensation paid to the company's Named Executive Officers (NEOs) as disclosed in the proxy. Management seeks shareholder approval to affirm its executive pay practices—comprised of base salary, short-term cash profit-sharing (EOCPS) tied to operating income and individual MBOs, and long-term equity awards (RSUs and PSUs) tied to multi-year performance measures such as revenue growth, ROIC, volume relative to U.S. housing starts, and EPS growth versus revenue. The Compensation and Leadership Development Committee recommends a vote FOR, arguing the program aligns pay with performance, incentivizes long-term value creation, contains governance safeguards (double-trigger change-in-control protection, clawback policy, anti-hedging rules, ownership guidelines), and reflects strong stockholder outreach and historical high support. Significant context includes the company’s pay-for-performance design (with significant at-risk equity), recent strong shareholder support (>97% in 2025), and the committee’s use of peer benchmarking and independent consultants. The vote is advisory; however, the Board and committee will consider the outcome in future compensation decisions. The company frames the recommendation around attracting and retaining executives, aligning incentives with strategic goals and risk mitigation features; opponents (if any) are not presented in the filing. The proposal's passage would endorse current compensation philosophy but would not legally bind the Board to specific changes.
Ratify the Audit and Finance Committee’s appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 7.65% | 3,148,970 | $540M |
| 2 | BlackRock, Inc. | 6.10% | 2,508,372 | $430M |
| 3 | FMR LLC | 5.58% | 2,293,881 | $394M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.69% | 1,927,556 | $331M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.53% | 1,864,047 | $320M |
| 6 | ValueAct Holdings, L.P.Activist | 3.40% | 1,398,042 | $240M |
| 7 | STATE STREET CORP | 3.09% | 1,271,188 | $218M |
| 8 | BlackRock, Inc. | 2.92% | 1,199,673 | $206M |
| 9 | MORGAN STANLEY | 2.54% | 1,043,263 | $179M |
| 10 | Baker Avenue Asset Management, LP | 2.22% | 914,702 | $157M |
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