Independent
Tenure on this board
3.1 yrs
Also a director at
Golar Lng Ltd (GLNG)
7 nominees · 3 ballot items.
Stockholders are asked to elect the board nominees, cast a non-binding advisory vote to approve the named executive officers’ compensation (say-on-pay), and ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
Elect the nominees identified in the proxy statement to serve as directors until the 2027 annual meeting and until their successors are duly elected and qualified.
Approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis and accompanying tables and narratives.
This proposal asks stockholders 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 approval to validate its pay programs, which combine base salary, short-term cash incentives tied to Adjusted EBITDA, Adjusted Free Cash Flow, safety and plant performance metrics, and substantial long-term equity incentives (RSUs and PSUs) that vest based on Adjusted Equity Value hurdles. The Board and Compensation Committee argue the program advances a pay-for-performance philosophy, aligns executives with long-term shareholder interests through performance-based PSUs and multi-year RSUs, and supports retention through targeted retention grants and employment agreements. The proxy highlights significant recent equity-based payouts and strong TSR performance, noting prior stockholder support (approximately 92% approval in 2025) as evidence of alignment. Key governance features include an independent compensation consultant, clawback policy, stock ownership guidelines, prohibitions on hedging and pledging, and an annual say-on-pay frequency. Critics might point to the CEO’s high total compensation and pay ratio, the sizeable quantum of long-term awards and potential cash settlements for certain vesting events, which could raise concerns about dilution and near-term realized pay. Although the vote is non-binding, a significant adverse vote could prompt the Compensation Committee to revisit plan design, metrics, or disclosures; conversely, strong support would be interpreted as endorsement of current incentives and strategic direction. Overall, the proposal functions as a governance touchpoint to assess whether the Company’s compensation design appropriately balances incentive, retention and alignment objectives in the context of recent stock price appreciation and material equity-based awards.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Rubric Capital Management LP | 7.9% | 3,602,171 | $1.1B |
| 2 | MFN Partners Management, LP | 6.6% | 3,000,000 | $958M |
| 3 | BlackRock, Inc. | 5.5% | 2,485,469 | $793M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.6% | 2,096,199 | $669M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,046,365 | $653M |
| 6 | LONE PINE CAPITAL LLC | 4.0% | 1,817,947 | $580M |
| 7 | Sachem Head Capital Management LPActivist | 3.4% | 1,547,500 | $494M |
| 8 | STATE STREET CORP | 3.0% | 1,343,015 | $429M |
| 9 | BlackRock, Inc. | 2.9% | 1,323,897 | $423M |
| 10 | FRED ALGER MANAGEMENT, LLC | 2.6% | 1,185,953 | $379M |
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