Not independent
Tenure on this board
22.4 yrs
7 nominees · 3 ballot items.
Elect seven directors to the Board; a non-binding advisory vote to approve named executive officer compensation (say-on-pay); and ratify Grant Thornton LLP as the company’s independent registered public accounting firm for 2026.
Election of seven directors (Christopher J. Reading, Kathleen A. Gilmartin, Dr. Bernard A. Harris, Jr., Michael G. Mayrsohn, Anne B. Motsenbocker, Regg E. Swanson and Peter F. Minan) to serve until the next annual meeting of stockholders.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of the Company’s Named Executive Officers as described in the Proxy Statement.
This management-sponsored, non-binding advisory proposal asks shareholders to approve the Company’s executive compensation program as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis and the related tables and narrative. Management seeks shareholder approval to validate its pay-for-performance framework, which ties a meaningful portion of NEO compensation to Adjusted EBITDA performance ranges and to discretionary subjective goals, and relies heavily on equity awards to align executives with long-term stockholder interests. The Compensation Committee, composed entirely of independent directors and supported by an independent consultant (Meridian), argues the program is market-competitive, features capped annual incentive opportunities, multi-year vesting of equity, a clawback policy, double-trigger change-in-control protections, and newly adopted share ownership guidelines. In 2025 the Company achieved the top of its Adjusted EBITDA performance range ($95.01 million), producing maximum payouts under the objective plans and significant equity grants, which management cites as evidence the incentive structure appropriately rewarded performance. The vote is advisory and non-binding, but the Board will consider the outcome in future compensation decisions; prior shareholder support was strong (approx. 91% in favor at the 2025 meeting), which management cites to justify continuity of its approach. From a governance perspective, shareholders should weigh that a substantial portion of CEO pay is equity-based (creating alignment but concentrating pay in long-term awards), that the CEO remains Chairman (board has a Lead Independent Director), and that disclosed pay ratios are material (CEO-to-median pay ~92.8:1 including equity). Critics could argue that high CEO equity grants and the board’s dual CEO/chair structure warrant closer scrutiny, while proponents will point to objective performance achievement, independent committee oversight, and compensation safeguards as mitigating concerns. Overall, the proposal is framed as a reaffirmation of an established, performance-linked compensation program rather than a request for a change in policy; a 'for' vote supports the Board’s current compensation philosophy while a 'against' vote would signal shareholder dissatisfaction that the Compensation Committee would need to address.
Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm to audit the financial statements for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.6% | 1,608,348 | $121M |
| 2 | BAHL GAYNOR INC | 5.6% | 845,388 | $63M |
| 3 | Copeland Capital Management, LLC | 4.6% | 707,533 | $53M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 664,062 | $50M |
| 5 | STATE STREET CORP | 4.3% | 648,387 | $49M |
| 6 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 4.1% | 627,117 | $47M |
| 7 | MORGAN STANLEY | 3.7% | 564,110 | $42M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.1% | 473,553 | $35M |
| 9 | BANK OF AMERICA CORP /DE/ | 2.9% | 445,861 | $33M |
| 10 | SOUTHERNSUN ASSET MANAGEMENT, LLC | 2.9% | 439,904 | $33M |
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