Independent
Tenure on this board
8.6 yrs
Also a director at
Vse Corp (VSEC)
6 nominees · 3 ballot items.
Stockholders will vote on the election of six director nominees, advisory approval of fiscal 2026 named executive officer compensation, and ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2027.
Elect Anita D. Britt, Michelle J. Lohmeier, Barry M. Monheit, Robert L. Scott, Mark P. Smith, and Denis G. Suggs to serve until the 2027 annual meeting and until their successors are elected and qualified.
Approve, on an advisory and non-binding basis, the compensation of the Company's named executive officers as disclosed in the Compensation Discussion and Analysis, executive compensation tables, and related narrative disclosure for fiscal 2026.
Proposal Two asks stockholders to approve, on an advisory basis, the compensation paid and awarded to the Company's named executive officers for fiscal 2026. The resolution covers the overall compensation program rather than any single salary, bonus, equity award, benefit, or severance arrangement. Management is seeking approval to obtain stockholder feedback on the compensation philosophy, policies, practices, and outcomes described in the proxy statement. The Company characterizes its program as competitive and focused on pay-for-performance, with annual cash incentives tied to Adjusted EBITDAS, Net Sales, and strategic goals. For fiscal 2026, the named executive officers received 121.8% of target annual cash incentives based on reported performance against those measures, while the performance-based equity awards continued to link long-term compensation to Adjusted EBITDAS growth and relative stock performance. The Company also emphasizes that 50% of the regular NEO equity award value was performance-based, except for the executive who was not an officer when awards were granted. The disclosure notes that NEO base salaries generally were not increased and that the 2023 PSU awards produced no shares because the applicable share-price performance requirements were not met. Prior say-on-pay votes received 97%, 95%, and 92% support in 2023, 2024, and 2025, respectively. The vote is non-binding, but the Compensation Committee states that it will consider the outcome in future compensation decisions, and the Board recommends voting FOR the resolution.
Ratify the Audit Committee's appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.75% | 2,577,762 | $39M |
| 2 | BlackRock, Inc. | 5.08% | 2,277,568 | $34M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 4.95% | 2,218,774 | $33M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.24% | 1,899,225 | $29M |
| 5 | TWO SIGMA INVESTMENTS, LP | 3.93% | 1,760,476 | $26M |
| 6 | BlackRock, Inc. | 3.25% | 1,456,339 | $22M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.56% | 1,149,706 | $17M |
| 8 | Sixth Street Partners Management Company, L.P. | 2.22% | 993,640 | $15M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.22% | 993,640 | $15M |
| 10 | STATE STREET CORP | 2.09% | 936,604 | $14M |
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.