Independent
Tenure on this board
14.4 yrs
9 nominees · 4 ballot items.
Four proposals: election of nine directors; advisory approval of named executive officer (NEO) compensation (say-on-pay); ratification of Ernst & Young LLP as independent auditor for 2026; and approval of an amendment to the 2023 Equity Incentive Plan to add 1,700,000 shares to the plan reserve.
Elect nine directors named in the proxy statement to serve one-year terms until the 2027 annual meeting.
Advisory (non-binding) vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the overall compensation paid to the Company’s named executive officers as disclosed in the proxy materials. Management seeks approval to demonstrate shareholder support for the design and implementation of its executive pay program, which it says is structured to attract and retain leadership and to align management incentives with long-term shareholder value. The Company emphasizes a strong pay-for-performance orientation: a substantial portion of CEO and NEO target compensation is performance- and equity-based, with PSUs and RSUs, multi-year performance periods, and objective annual bonus metrics (Adjusted EBITDA, New Business Wins, and Adjusted Free Cash Flow Conversion). The proxy discusses recent hiring-related make-whole awards for the new CEO and CFO and explains those were intended to replace forfeited compensation and induce the hires; management states these awards are consistent with market practices and subject to repayment provisions. The Board’s recommendation highlights benchmarking against peers, objective adjustment policies, clawback policy, stock ownership guidelines, and anti-hedging/pledging restrictions as governance safeguards. Management also notes prior strong shareholder support—93% approval at the 2025 meeting—for its say-on-pay approach and indicates the Compensation and Talent Committee will consider shareholder feedback if there is significant opposition. Because the vote is advisory, approval does not bind the Board but signals investor endorsement of compensation philosophy, and a negative result would prompt the Committee to evaluate potential changes. In sum, management frames the vote as confirmation that the mix of cash, short-term incentives and long-term performance equity appropriately motivates executives to deliver sustainable shareholder returns while mitigating excessive risk.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Approve an amendment to increase by 1,700,000 the maximum number of common shares available for issuance under the 2023 Equity Incentive Plan.
This proposal requests shareholder approval to increase the 2023 Equity Incentive Plan share reserve by 1,700,000 shares to support future equity grants. Management and the Compensation and Talent Committee state the increase is necessary to continue using equity awards as a competitive component of total compensation for recruiting, retaining and incentivizing employees and directors, and specifically to cover anticipated awards in light of the planned acquisition of Modine Performance Technologies which will materially expand the employee base. The Committee, with advice from its independent compensation consultant, analyzed historical share usage, projected forfeitures and cancellations, potential payout multipliers for performance-based awards, and expected grant practices to determine the requested size. The filing discloses current plan metrics: as of March 23, 2026 there were 115,403 shares available under the plan and outstanding awards covered 4,363,432 shares (approximately 14.2% of outstanding shares), and the additional 1,700,000 shares would represent about 5.6% of outstanding shares as of that date; the company reports the market value of the additional shares as $48,688,000 on March 23, 2026. The proposal highlights governance protections and design features intended to limit dilution and protect shareholders, including minimum one-year vesting (except limited exceptions), a 1.85 fungible share-counting ratio for full-value awards, prohibition on repricing without shareholder approval, no evergreen replenishment, limits on transfers, limitations on awards to non-employee directors, and clawback/recoupment policies. Management also discloses its three-year average burn rate (1.6% for 2023–2025) and overhang (8.7% as of March 23, 2026), and commits to seek any further increases if needed (noting an anticipated additional request at the 2027 meeting contingent on the Modine acquisition). The Board recommends approval because it believes the increase is prudent to support strategic growth and to maintain competitive equity practices while implementing guardrails to mitigate shareholder dilution.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.63% | 3,260,034 | $91M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.88% | 1,804,006 | $50M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.57% | 1,401,169 | $39M |
| 4 | Trigran Investments, Inc. | 4.40% | 1,348,369 | $37M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.18% | 1,281,002 | $36M |
| 6 | STATE STREET CORP | 4.05% | 1,243,281 | $35M |
| 7 | Harvey Partners, LLC | 4.02% | 1,233,500 | $34M |
| 8 | Global Alpha Capital Management Ltd. | 3.89% | 1,191,565 | $33M |
| 9 | FULLER THALER ASSET MANAGEMENT, INC. | 3.83% | 1,173,300 | $33M |
| 10 | BlackRock, Inc. | 2.82% | 863,792 | $24M |
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