Independent
Tenure on this board
4.0 yrs
8 nominees · 3 ballot items.
Election of eight directors; Advisory (non-binding) approval of executive compensation; Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.
Elect eight individuals to the Board of Directors to serve one-year terms.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement. Management seeks shareholder endorsement to validate its compensation philosophy, which emphasizes pay-for-performance and a substantial portion of variable compensation tied to long-term equity awards and performance metrics. The CHCC and the Board argue that the compensation program aligns executives’ interests with shareholders by tying incentives to Pre-Tax Operating Income, Ex-Cat Operating Income, Relative Total Shareholder Return, and Adjusted Operating ROE, with robust governance features like clawbacks, double-trigger CIC benefits, ownership guidelines, and independent consultant advice. The Board recommends a vote FOR, citing past strong shareholder support (over 95% historically) and the CHCC’s view that the programs support retention and incentivize long-term value creation. Key context for analysts: this is advisory (non-binding), but consistent shareholder approval would signal support for current pay design; investors focused on governance will examine the mix of metrics, the use of PBRSUs and TBRSUs, and the increases to payout scales and ROE/TSR targets announced for 2025 awards. The proposal does not change pay programs directly but informs how the Board evaluates compensation governance and may influence future design choices.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent, registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.56% | 1,944,244 | $337M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.52% | 1,932,460 | $335M |
| 3 | STATE STREET CORP | 4.66% | 1,631,422 | $283M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.15% | 1,452,355 | $252M |
| 5 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.84% | 1,344,153 | $233M |
| 6 | BlackRock, Inc. | 3.36% | 1,175,315 | $204M |
| 7 | AQR CAPITAL MANAGEMENT LLC | 2.88% | 1,006,453 | $174M |
| 8 | AMERICAN CENTURY COMPANIES INC | 2.87% | 1,002,527 | $174M |
| 9 | FULLER THALER ASSET MANAGEMENT, INC. | 2.83% | 989,837 | $172M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.51% | 879,052 | $152M |
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