Not independent
Tenure on this board
4.4 yrs
13 nominees · 3 ballot items.
Elect 13 directors; advisory (nonbinding) vote to approve named executive officers’ compensation (Say-on-Pay); ratify KPMG LLP as independent registered public accounting firm for 2026.
Elect a Board of 13 directors to serve until the next annual meeting and until their successors are elected and qualify.
Nonbinding advisory approval (Say-on-Pay) of the compensation disclosed for the Company’s Named Executive Officers.
This management proposal requests a nonbinding advisory vote to approve the Company’s disclosed NEO compensation (Say-on-Pay). Management frames the program as goal-oriented, long-term focused, and aligned with stockholders through substantial performance-based pay (annual bonuses tied to operating metrics and long-term RSUs with performance vesting tied to operating margin versus peers, and special OHA compensation arrangements for OHA executives). The Compensation Committee uses a mix of quantitative (adjusted operating margin, relative investment performance, relative organic growth) and qualitative metrics for CEO pay, with a framework that allocated approximately 70% quantitative and 30% qualitative for 2025; the CEO’s incentive is ~50% cash and 50% equity. Management highlights governance practices—independent consultant, recoupment policies, stock ownership guidelines, double-trigger change-in-control vesting—that it argues mitigate excessive risk-taking. The Board recommends FOR and cites strong prior support (~89% in 2025). Key context: the firm completed the OHA acquisition, which creates distinct compensation (carried interest, OHA Pool) for OHA employees and potential related-party considerations for Glenn August, an NEO and director. Opponents could point to high absolute CEO pay, and the use of discretion in awards; supporters note alignment via long-term equity and performance metrics and strong recent stockholder approval. The proposal’s outcome is advisory but will inform future pay design and the Compensation Committee’s decisions.
Ratify KPMG LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 6.66% | 14,272,295 | $1.3B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.61% | 14,161,471 | $1.3B |
| 3 | BlackRock, Inc. | 5.72% | 12,264,861 | $1.1B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.75% | 10,169,583 | $917M |
| 5 | GOLDMAN SACHS GROUP INC | 3.42% | 7,325,534 | $660M |
| 6 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.09% | 6,614,704 | $596M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.61% | 5,584,636 | $502M |
| 8 | BlackRock, Inc. | 2.08% | 4,453,263 | $401M |
| 9 | Invesco Ltd. | 1.73% | 3,716,624 | $335M |
| 10 | FIRST TRUST ADVISORS LP | 1.72% | 3,694,171 | $333M |
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