Not independent
Tenure on this board
25.3 yrs
Also a director at
Par Pacific Holdings Inc (PARR)
12 nominees · 3 ballot items.
Election of twelve directors; Ratification of Deloitte & Touche LLP as independent auditors; Advisory (non-binding) approval of executive compensation (‘Say on Pay’).
Elect twelve directors named in the proxy for one-year terms.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
This management proposal asks shareholders to ratify the Audit Committee and Board’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026. Management and the Audit Committee note Deloitte has been serving as the Company’s auditor since Q1 2025 following the dismissal of PwC and that ratification is customary to allow shareholder input though not technically required; the Board recommends a vote FOR. The proposal is routine and relates to auditor appointment and oversight; the Audit Committee has reviewed Deloitte’s independence and recommended its engagement, and the proxy discloses Deloitte’s 2025 fees and that all services were pre-approved by the Audit Committee. Approving this proposal signals shareholder support for the Audit Committee’s selection, while a negative vote would not necessarily require immediate action but would be considered by the Audit Committee in future auditor selection decisions. Given the routine nature of auditor ratifications and the Board’s recommendation, management advises voting FOR to ratify Deloitte’s appointment.
Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast an advisory, non-binding vote to approve the 2025 compensation of the named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management and the Board recommend a vote FOR, arguing that the compensation program aligns NEO pay with company performance and long-term stockholder interests through a mix of salary, performance-based non-equity incentives, and performance-based equity with robust vesting criteria tied to accreditation, regulatory compliance, and financial metrics. The proposal is advisory and non-binding, but the Board and Compensation Committee will consider the vote results when making future compensation decisions. Given past support (over 98% in 2025 for the 2024 compensation) and the governance features described (clawbacks, double-trigger change-in-control, stock ownership guidelines, and no hedging/pledging), management recommends FOR to reaffirm the company’s compensation policies.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.87% | 2,457,244 | $204M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.28% | 1,419,162 | $118M |
| 3 | BANK OF MONTREAL /CAN/ | 6.22% | 1,405,753 | $117M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 6.19% | 1,400,478 | $116M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.33% | 979,762 | $81M |
| 6 | STATE STREET CORP | 3.88% | 876,348 | $73M |
| 7 | T. Rowe Price Investment Management, Inc. | 3.58% | 808,470 | $67M |
| 8 | MARSHFIELD ASSOCIATES | 3.51% | 792,930 | $66M |
| 9 | BlackRock, Inc. | 3.35% | 757,670 | $63M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.25% | 509,494 | $42M |
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