Not independent
Tenure on this board
35.4 yrs
7 nominees · 2 ballot items.
Elect seven directors to the board and approve, on a non-binding advisory basis, the company’s executive compensation.
Elect seven directors to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified.
A non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This proposal requests an advisory (non-binding) shareholder vote to approve the company’s executive compensation disclosures and overall compensation program for named executive officers as presented in the proxy (a typical ‘say-on-pay’ vote). Management seeks shareholder ratification to validate its compensation philosophy, which emphasizes alignment of executive interests with long-term shareholder value through a mix of base salary, discretionary and objective cash bonuses, and predominantly stock-based awards; management highlights that a substantial portion of CEO pay is stock-based and that objective EBITDA targets are used for certain bonuses. The compensation committee notes the program’s goals to attract, retain and motivate executives, to tie pay to both subjective and objective performance measures (including EBITDA and strategic initiatives such as modernization, succession planning, and cost efficiencies), and to avoid incentives for excessive risk-taking. The vote is non-binding but the committee states it will consider the outcome in future compensation decisions; historically the company has held annual advisory votes and continues to do so based on prior shareholder feedback. Key contextual factors include the CEO’s employment agreement providing objective EBITDA-based cash bonus opportunities and annual restricted stock grants, the company’s high CEO pay relative to median employee (pay ratio reported at 87:1 for 2025), and a compensation recovery policy and stock ownership requirements intended to align interests and provide clawback/holdings safeguards. Management’s case emphasizes past positive shareholder returns and that compensation supports the company’s strategic objectives, while proponents of stronger shareholder influence might view a non-binding vote as insufficient to enforce changes and may be concerned about concentrated ownership (majority held by Inberdon) and governance dynamics. For evaluation, analysts should weigh the company’s apparent alignment mechanisms and performance outcomes against potential governance risks from majority ownership and significant discretionary elements in annual bonuses; the advisory nature of the vote limits direct corporate governance impact but provides a signal to the board on shareholder sentiment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 2.5% | 717,939 | $94M |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 2.1% | 614,463 | $80M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 1.6% | 456,573 | $60M |
| 4 | FIRST TRUST ADVISORS LP | 1.5% | 441,951 | $58M |
| 5 | Select Equity Group, L.P. | 1.4% | 405,681 | $53M |
| 6 | BlackRock, Inc. | 1.4% | 402,100 | $53M |
| 7 | BlackRock, Inc. | 1.2% | 334,202 | $44M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.2% | 330,600 | $43M |
| 9 | T. Rowe Price Investment Management, Inc. | 1.1% | 326,965 | $43M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.1% | 316,705 | $41M |
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