Independent
Tenure on this board
2.7 yrs
Also a director at
Old Dominion Freight Line Inc (ODFL)
4 nominees · 4 ballot items.
Vote to elect four Class II directors; advisory Say-on-Pay to approve named executive officer compensation for FY2025; ratify Grant Thornton LLP as independent auditor for FY2026; and approve an amendment to the A&R 2021 Long-Term Incentive Plan to increase the share reserve by 75,000,000 shares and extend the plan termination to March 31, 2036.
To elect each of the four Class II director nominees named in the Proxy Statement to serve until the 2029 annual meeting of stockholders or until the election and qualification of their respective successors.
A non-binding, advisory vote to approve named executive officer compensation for the fiscal year ended December 31, 2025.
This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s named executive officer compensation for fiscal year 2025. Management seeks this advisory approval as required by Dodd-Frank and SEC rules to solicit feedback on pay practices and to confirm alignment between executive pay and stockholder interests; the Company previously elected to hold say-on-pay votes annually. The Compensation Committee determined 2025 pay using a mix of base salary, annual cash incentives tied to Company and individual performance, and long-term equity incentives (a mix of RSUs and PSUs), and in the case of the CEO and CFO, multi-year Executive Performance Plans in lieu of annual equity grants. The proxy explains that performance-based PSUs vest subject to defined operational and financial metrics (e.g., Adjusted EBITDAR and Gross Bookings) assessed over overlapping performance periods, and that equity awards are intended to attract, retain and align management with long-term value creation. The vote is advisory only and not binding, but the Board and Compensation Committee commit to consider the outcome when setting future compensation. Supporters would view a FOR vote as endorsement of the Company’s incentive design—balancing short- and long-term incentives, use of performance metrics, and retention tools during a multi-year transformation—while critics may focus on dilution, perceived payout levels, or the use of multi-year contingent performance awards. The Company engaged an independent compensation consultant and describes governance features such as minimum vesting periods, clawback/recoupment policy and double-trigger change-in-control protections for equity awards. Given the advisory nature, the Board frames this proposal as a governance and feedback mechanism rather than a mandatory authorization, recommending shareholders vote FOR.
To ratify, on a non-binding, advisory basis, the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
To approve an amendment to increase the aggregate number of shares of Common Stock available for awards under the A&R 2021 LTIP by 75,000,000 shares and extend the plan termination date to March 31, 2036.
Proposal No. 4 requests shareholder approval to amend the A&R 2021 Long-Term Incentive Plan by increasing the authorized pool of shares from 60,149,682 to 135,149,682 (an increase of 75,000,000 shares) and extending the plan termination date to March 31, 2036. Management and the Compensation Committee say the amendment is needed because only about 9.5 million shares remained available as of the Record Date and the Company expects future grants (RSUs and PSUs) to support retention and alignment for directors, executive officers and employees. The LTIP’s design features described in the proxy—minimum one-year vesting (with limited 5% exceptions), a mix of RSUs and performance-based PSUs, double-trigger change-in-control protections, and limits on director awards—are intended to mitigate governance and dilution concerns, while the Administrator retains discretion over award sizing and recipients. The proxy also states the Company is executing a multi-year business transformation and fleet strategy, making long-term incentives an important retention and alignment tool; management notes the share figures will be adjusted automatically for the announced Reverse Stock Split. From a shareholder perspective, the principal trade-off is between dilution from the expanded share reserve and the operational need to grant equity to attract and retain talent; the proxy discloses the mechanics for recapture (clawback) and anti-repricing without shareholder approval. The Board recommends FOR on the basis that failure to approve could materially constrain the Company’s ability to grant awards and hinder retention and incentive alignment. Investors should weigh the incremental dilution (including the additional authorized shares and the potential future issuance under the CEO/CFO Executive Performance Plans) against the company-specific context of transformation, the Compensation Committee’s stated governance controls, and the disclosed limits on non-employee director awards when assessing the merits of the LTIP Amendment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DELTA AIR LINES, INC. | 726.95% | 263,369,307 | $136M |
| 2 | Knighthead Capital Management, LLC | 712.60% | 258,169,208 | $133M |
| 3 | Kore Advisors LP | 41.94% | 15,194,884 | $8M |
| 4 | MASTERS CAPITAL MANAGEMENT LLC | 11.04% | 4,000,000 | $2M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 8.93% | 3,235,890 | $2M |
| 6 | BlackRock, Inc. | 3.49% | 1,264,213 | $653K |
| 7 | Inspire Investing, LLC | 3.08% | 1,114,326 | $576K |
| 8 | UBS Group AG | 2.87% | 1,040,319 | $537K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.33% | 844,655 | $437K |
| 10 | VANGUARD FIDUCIARY TRUST CO | 1.69% | 612,492 | $317K |
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