Not independent
Tenure on this board
3.9 yrs
Also a director at
Logitech International SA (LOGI)
11 nominees · 5 ballot items.
Election of eleven directors; Advisory approval of named executive officer compensation (Say-on-Pay); Approval of Amended & Restated 2024 Omnibus Award Plan (equity plan amendment); Ratification of Ernst & Young LLP as independent auditors; Shareholder proposal requesting appointment of an independent Board Chairman (with Board recommending against).
Elect eleven director nominees named in the proxy statement to serve until the next annual meeting.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers for 2025.
This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation as disclosed in the proxy. Management seeks shareholder endorsement to validate its pay-for-performance design, which emphasizes a high proportion of variable, performance-based pay (annual MICP and multi-year LTIP PSUs), equity incentives (RSUs and options) and governance mitigants such as clawbacks, anti-hedging rules and ownership guidelines. The Company experienced a lower say-on-pay result in 2025 (approximately 79%) versus prior years and undertook significant shareholder engagement and program design changes (e.g., MICP modifiers tied to TSR thresholds, adjustments to LTIP metrics) to address concerns, which the Board cites as reasons to support the pay program. The board recommends a FOR vote on the grounds that the executive compensation program aligns pay with company strategy, uses challenging performance targets, incorporates shareholder feedback, and follows market best practices. Investors should weigh recent program revisions, the historical realized payouts (e.g., 2023–2025 LTIP PSUs paid at 19.2%), and whether the Committee’s changes adequately address shareholder concerns about short-term vs. long-term alignment and metric selection.
Approve amendment and restatement of the 2024 Omnibus Award Plan to add 7,750,000 shares, change fungible ratio, add one-year minimum vesting and extend term.
Management seeks shareholder approval to amend and restate the Omnibus Award Plan primarily to replenish share authorization (7.75M additional shares), adjust the fungible share conversion ratio to 2.71 for full-value awards, introduce a one-year minimum vesting standard with limited exceptions, and extend the plan term. The Compensation Committee argues approval is necessary to ensure sufficient capacity for annual and off-cycle grants to attract and retain talent and preserve governance protections (no repricing without shareholder approval, clawback policies, director compensation cap). The board recommends FOR, presenting historical metrics (burn rate, overhang) and describing governance safeguards. Analysts should evaluate dilution, historical burn rates (~1.1%), overhang (8.1% pre-amendment), and the plan design changes against market practice and investor expectations.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
A shareholder (John Chevedden) requests the Board adopt a policy that the Chairman of the Board be an independent director and separate the CEO and Chair roles.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital Research Global Investors | 8.3% | 12,975,998 | $922M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 10,064,474 | $715M |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 6.3% | 9,795,618 | $696M |
| 4 | STATE STREET CORP | 5.4% | 8,335,187 | $592M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.4% | 6,886,035 | $489M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.0% | 4,670,458 | $332M |
| 7 | BlackRock, Inc. | 2.9% | 4,465,470 | $317M |
| 8 | AMERIPRISE FINANCIAL INC | 2.4% | 3,774,726 | $268M |
| 9 | WELLS FARGO COMPANY/MN | 2.4% | 3,699,297 | $263M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 3,645,950 | $259M |
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