Independent
Tenure on this board
5.9 yrs
8 nominees · 3 ballot items.
Election of eight directors; advisory (non-binding) approval of 2025 executive compensation (say-on-pay); and ratification of RSM US LLP as independent auditors for 2026.
Election of eight director nominees to serve one-year terms: Dorika M. Beckett; Michael W. Chiao; Christopher D. Farrar; Alan H. Mantel; John P. Pitstick; John A. Pless; Joy L. Schaefer; Omar M. Maasarani.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of the Named Executive Officers for 2025 as disclosed in the proxy statement (CD&A, compensation tables, and related narrative).
This proposal asks shareholders to cast a non-binding, advisory vote to approve the overall 2025 compensation of the company's Named Executive Officers as disclosed in the proxy (including the Compensation Discussion and Analysis, compensation tables, and related narrative). Management is seeking shareholder approval to reaffirm its approach to executive pay and to obtain investor feedback on pay-for-performance alignment, using the result as guidance for future compensation decisions. The Compensation Committee designed the program to link pay to performance, using Core Net Income Annual Growth and individual/corporate performance metrics as key short-term and long-term drivers, supplemented by both cash and equity incentive structures (including PSUs with multi-year performance vesting). The committee engaged an independent compensation consultant, Mercer, and benchmarked against a defined peer group to set market-competitive targets and pay mix, and it retained governance features such as clawback provisions, minimum vesting, and limits on single-trigger change-in-control vesting. Management emphasizes that a substantial portion of equity incentives are subject to vesting and performance conditions and that the 2025 outcomes reflected strong performance (resulting in formulaic payouts at or above target). The board recommends a vote FOR because it believes the compensation program is appropriately aligned with shareholder interests, incentivizes long-term value creation, and incorporates risk-mitigation features to avoid imprudent risk-taking. As an advisory vote, the result is not binding on the Board or Compensation Committee, but it serves as important feedback; a negative vote would likely prompt the committee to reassess plan design and investor outreach. Analysts should note the company’s specific performance metrics, peer benchmarking, consultant engagement, and the mix of performance-vested and time-vested equity when evaluating the strength of alignment between pay and sustained shareholder value creation.
Ratification of the Audit Committee’s selection of RSM US LLP as the company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Snow Phipps Group, LLC | 34.02% | 13,353,103 | $242M |
| 2 | Allianz Asset Management GmbH | 32.19% | 12,637,764 | $229M |
| 3 | Beach Point Capital Management LP | 16.71% | 6,558,512 | $119M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 1.35% | 528,789 | $10M |
| 5 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 1.23% | 482,715 | $9M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 1.22% | 480,652 | $9M |
| 7 | BlackRock, Inc. | 1.15% | 452,749 | $8M |
| 8 | BlackRock, Inc. | 1.15% | 452,582 | $8M |
| 9 | BlackRock, Inc. | 0.80% | 312,214 | $6M |
| 10 | AMERICAN CENTURY COMPANIES INC | 0.73% | 285,369 | $5M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.