Independent
Tenure on this board
7.2 yrs
Also a director at
Estee Lauder Companies Inc (EL)
9 nominees · 3 ballot items.
Stockholders will vote to (1) elect nine directors nominated by the Board, (2) approve, on an advisory basis, the 2025 compensation of the Company’s named executive officers, and (3) ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
Elect nine directors nominated by the Board to hold office until the 2027 Annual Meeting.
Non‑binding, advisory vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non‑binding proposal asks shareholders to approve, on an advisory basis, the Company’s 2025 executive compensation as presented in the proxy statement (CD&A, Summary Compensation Table and supporting disclosure). Management is seeking ratification to confirm that its pay decisions — which rely heavily on equity awards, long‑term incentive plans tied primarily to cumulative Adjusted EBITDA over multi‑year performance periods, and occasional service‑based retention grants in lieu of cash bonuses — reflect stockholder interests and effectively motivate and retain executives. The compensation program emphasizes both short‑term and long‑term elements, but for 2023–2025 the Committee largely replaced annual cash bonuses with restricted stock units and performance LTIPs, and has exercised discretion to vest portions of LTIP awards when formulaic targets were not fully met. Key context includes the Company’s use of Adjusted EBITDA (with specific exclusions) as the core performance metric for LTIPs, the Human Resources and Compensation Committee’s prior benchmarking and discretionary adjustments, and recent internal changes to target award levels (including increases for the CEO). The proposal is advisory and non‑binding, but management states it will consider the vote results when making future compensation decisions. Potential governance considerations for investors include the degree of discretion the Committee has used, the complexity and transparency of Adjusted EBITDA adjustments, the balance between cash and equity, and retention practices that substituted equity for cash in recent years. A sophisticated assessment should weigh whether the incentive design appropriately aligns pay with sustainable shareholder returns given the Company’s history of discretionary vesting and the specific performance targets tied to cumulative Adjusted EBITDA. The Board’s recommendation for a ‘‘FOR’’ vote is grounded in its view that the overall program supports long‑term value creation, recruitment and retention of key executives, and alignment between executive pay and financial performance, while the non‑binding nature means shareholders use this vote to signal approval or concerns rather than effect immediate change.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 9.3% | 23,058,057 | $145M |
| 2 | Madison Avenue Partners, LP | 3.2% | 8,014,322 | $50M |
| 3 | ADW Capital Management, LLC | 2.0% | 5,000,000 | $31M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 1.9% | 4,704,714 | $30M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.7% | 4,190,239 | $26M |
| 6 | BlackRock, Inc. | 1.6% | 3,881,222 | $24M |
| 7 | Boston Partners | 1.4% | 3,432,574 | $22M |
| 8 | BlackRock, Inc. | 1.2% | 3,088,493 | $19M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.0% | 2,499,241 | $16M |
| 10 | JPMORGAN CHASE CO | 1.0% | 2,406,199 | $15M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.