Independent
Tenure on this board
2.2 yrs
Also a director at
Gibraltar Industries Inc (ROCK)
8 nominees · 3 ballot items.
Elect eight director nominees; approve, on an advisory basis, the compensation of the named executive officers (say-on-pay); and ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026.
Elect eight director nominees named in the proxy statement to the Board of Directors to serve until the next annual meeting.
Non-binding, advisory “say-on-pay” proposal to approve the compensation of the named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy materials. Management seeks shareholder approval to validate its pay-for-performance approach: a compensation program with a majority of at-risk pay (STI and LTI), 60% of LTI value in performance share units (PSUs) measured by cumulative three-year EPS and relative TSR, and short-term incentives tied primarily to Adjusted EBITDA and safety metrics. The board is asking for the advisory vote to demonstrate shareholder support for its compensation philosophy and to inform future compensation decisions even though the vote is not binding. The proposal occurs in the context of strong 2025 financial performance (record revenue, net income, backlog and cash flow), large STI and PSU payouts in 2025 tied to exceeding performance targets, and prior shareholder support of greater than 95% on say-on-pay in 2025. Management emphasizes governance features intended to align executives with shareholders, including double-trigger change-of-control vesting, an independent compensation consultant, clawback and anti-pledging policies, and robust stock ownership guidelines. The board’s recommendation highlights that executive pay is closely linked to measurable financial and TSR outcomes and that the committee considered peer benchmarking and independent advice in designing compensation. Voting in favor supports management’s view that the program properly incentivizes long-term value creation while protecting against excessive risk-taking; opposing would signal shareholder dissatisfaction with pay outcomes or design and could prompt further engagement and changes. Given the program’s heavy performance orientation and recent strong financial results, the board expects shareholders to support the advisory approval, but acknowledges the advisory nature of the vote and will continue to consider shareholder feedback in future years.
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.86% | 2,411,042 | $982M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.59% | 1,409,548 | $574M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.30% | 1,319,752 | $537M |
| 4 | FMR LLC | 4.09% | 1,256,474 | $512M |
| 5 | STATE STREET CORP | 3.55% | 1,088,522 | $443M |
| 6 | BlackRock, Inc. | 3.32% | 1,017,864 | $415M |
| 7 | FIRST TRUST ADVISORS LP | 2.86% | 877,990 | $358M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.60% | 799,061 | $333M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 2.50% | 766,914 | $312M |
| 10 | Invesco Ltd. | 2.06% | 630,811 | $257M |
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