Not independent
Tenure on this board
57.4 yrs
6 nominees · 3 ballot items.
Shareholders will vote to elect six directors, ratify Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2026, and cast a non-binding advisory vote to approve the Company’s named executive officer compensation for fiscal 2025.
Elect six directors to serve until the 2027 Annual Meeting of Shareholders.
Ratify the Board’s appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the overall compensation of the Company’s named executive officers for fiscal 2025.
This management proposal requests a non-binding advisory affirmation (a 'say-on-pay' vote) that shareholders approve the Company’s 2025 executive compensation as disclosed in the proxy. Management frames the program as designed to attract and retain experienced executives and to align pay with performance through salary, discretionary annual cash incentives under the Management Incentive Plan (MIP), and deferred arrangements (CAP, EBP, SSP) rather than equity awards; the CEO received discretionary cash payments in lieu of certain deferred-plan benefits and material perquisites (notably significant company aircraft usage and an apartment), which materially increased reported CEO pay. The Board emphasizes that compensation decisions were informed by an external consultant and that the program balances short- and long-term incentives while seeking to limit excessive risk-taking, noting prior strong shareholder support for say-on-pay in 2023. From a governance perspective, the company is a controlled company with significant family voting control and the full Board (rather than an independent compensation committee with a written charter) retains primary compensation authority, which may raise concerns among some investors about independence and oversight of pay decisions. The principal arguments for the proposal are that pay is competitive (the Board’s market assessment found total compensation below market after adjustments), linked to financial metrics (net earnings, sales growth and margins), and necessary to retain executives in a specialized industry. Counterarguments include the use of large discretionary awards to replace deferred-plan benefits for the CEO, the absence of equity-based alignment, potentially generous perquisites, and the limited role of an independent committee due to controlled-company status, which could concentrate pay-setting power. For a sophisticated investor, the vote should weigh the company’s strong operating performance, historical shareholder support for pay, and the CEO’s substantial ownership against governance considerations (family control, discretionary payments, and perquisites) when assessing whether advisory approval signals adequate alignment between pay and long-term shareholder interests. The Board recommends a FOR vote and states that it values shareholder feedback, but the vote remains advisory and non-binding on the Company.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 2.80% | 2,101,444 | $90M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.72% | 1,290,590 | $55M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 1.41% | 1,056,639 | $45M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 1.06% | 798,098 | $34M |
| 5 | STATE STREET CORP | 1.03% | 777,356 | $33M |
| 6 | BlackRock, Inc. | 0.77% | 577,126 | $25M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.66% | 495,861 | $21M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 0.60% | 453,792 | $19M |
| 9 | Allspring Global Investments Holdings, LLC | 0.46% | 348,101 | $15M |
| 10 | HFR Wealth Management, LLC | 0.39% | 289,709 | $12M |
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