Independent
Tenure on this board
17.4 yrs
Also a director at
Infinite Eagle Acquisition Corp (IEAG)
10 nominees · 3 ballot items.
Elect ten directors; approve, on an advisory basis, executive compensation (say-on-pay); and ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Elect ten director nominees to serve one-year terms expiring at the 2027 Annual Meeting; each nominee will serve until a successor is elected and qualified or earlier resignation/removal.
Non-binding, advisory approval of the Company’s executive compensation as disclosed in the Proxy Statement (the “say-on-pay” vote).
This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation disclosures (the CD&A, Summary Compensation Table and related tables), commonly known as a "say-on-pay" vote. Management and the Compensation Committee are seeking shareholder approval to signal support for the structure and outcomes of pay decisions, which rely heavily on equity-based awards and incentive cash bonuses largely administered through an external Manager. The Company’s governance context is notable: the Company is externally managed and most named executive officers are employees of the Manager; the Chairman/CEO does not receive direct compensation from the Company, and the Manager is paid base and incentive fees under a Management Agreement, creating a layer of complexity for pay alignment. The Compensation Committee used an independent consultant (Meridian), peer benchmarking and a range of performance measures (including net income, distributable earnings, stock performance and investment activity) to set and review pay. Management emphasizes pay-for-performance and retention objectives (including multi-year equity vesting and retention awards) and has adopted a clawback policy to recover certain erroneously paid incentive compensation. The Board recommends a vote FOR, arguing that the program aligns executives’ incentives with shareholder value, is subject to independent review, and that shareholder feedback and benchmarking inform compensation decisions. Because the vote is advisory, it will not bind the Company, but the Board will consider the voting results in future compensation determinations. The underlying controversy centers on whether an externally managed structure and the Manager’s role create potential conflicts or weaken direct pay-for-performance alignment; management’s materials explain these relationships and emphasize oversight by independent directors and the Compensation Committee to mitigate such concerns.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.9% | 21,927,319 | $378M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 15,592,547 | $269M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.1% | 15,096,105 | $260M |
| 4 | STATE STREET CORP | 3.2% | 11,804,339 | $209M |
| 5 | BlackRock, Inc. | 2.8% | 10,200,090 | $176M |
| 6 | MORGAN STANLEY | 1.5% | 5,470,317 | $94M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.4% | 5,260,522 | $91M |
| 8 | Advisors Capital Management, LLC | 1.1% | 4,004,158 | $69M |
| 9 | TWO SIGMA INVESTMENTS, LP | 1.0% | 3,598,362 | $62M |
| 10 | AMERIPRISE FINANCIAL INC | 1.0% | 3,545,626 | $61M |
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.