Not independent
Tenure on this board
11.5 yrs
8 nominees · 3 ballot items.
Election of eight directors; ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026; and an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers (Say-on-Pay).
Elect eight directors, each to hold office until the 2027 annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of Deloitte & Touche 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 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 Company’s executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management is seeking shareholder approval to confirm that the structure and quantum of compensation — which relies largely on equity-based awards granted under the Company’s equity incentive plans and reflects the external-management arrangement with TPG — is viewed as reasonable and aligned with stockholder interests. The context includes the fact that the Company is externally managed and that named executive officers are employees of the Manager or its affiliates; the Company reimburses the Manager for an allocable share of certain compensation but does not directly set or pay most cash compensation. The board emphasizes the use of restricted stock units and other equity awards to align management incentives with long-term performance and dividend objectives and cites prior strong shareholder support (over 96% approval in 2025) as evidence of broad stockholder acceptance. Management’s counterpoints to potential criticism include that compensation decisions are made subjectively by the Manager and the compensation committee with oversight, that equity grants are subject to vesting and anti-hedging policies, and that the compensation committee reviews policies to mitigate excessive risk-taking. The board recommends a “for” vote while noting the advisory nature of the proposal and that it will consider the vote outcome in future compensation decisions. Given the external management structure and the heavy use of equity-based awards, the vote functions as a governance checkpoint rather than an operational change, allowing shareholders to signal approval or concern about pay practices without altering contractual arrangements with the Manager. In evaluating the proposal, an analyst should weigh alignment via equity awards and historical shareholder support against potential agency issues stemming from external management and the limited direct control the Company exerts over cash pay practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Long Pond Capital, LP | 9.09% | 7,029,102 | $55M |
| 2 | BlackRock, Inc. | 4.36% | 3,366,857 | $26M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.17% | 3,223,032 | $25M |
| 4 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 4.12% | 3,181,296 | $25M |
| 5 | State of New Jersey Common Pension Fund A | 4.07% | 3,149,148 | $25M |
| 6 | TPG GP A, LLC | 3.10% | 2,392,863 | $19M |
| 7 | GRATIA CAPITAL, LLC | 3.03% | 2,341,097 | $18M |
| 8 | BlackRock, Inc. | 2.72% | 2,099,901 | $16M |
| 9 | STATE STREET CORP | 2.45% | 1,897,439 | $15M |
| 10 | TWO SIGMA INVESTMENTS, LP | 2.43% | 1,875,129 | $15M |
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