Independent
Tenure on this board
21.4 yrs
7 nominees · 3 ballot items.
Elect directors to serve until the 2027 Annual Meeting; advisory, non-binding approval of the compensation of the Company’s named executive officers (say-on-pay); and appointment of KPMG LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026, authorizing the directors to fix their remuneration.
Elect seven incumbent directors (John R. McLernon, John P. Henry, David Holewinski, Kathleen M. Mahoney, Christopher C. Woodward, Carolyn Hauger, and Michael A. DeGiglio) to serve until the 2027 Annual Meeting or until their successors are elected or appointed.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and narrative.
This proposal asks shareholders to cast an advisory, non-binding vote to approve the Company’s disclosed executive compensation policies and amounts for the named executive officers (NEOs). Management seeks this non-binding approval to validate its compensation philosophy — consisting of base salary, short-term cash incentives, and long-term equity-based awards under the Equity Plan and the LTIP — and to provide shareholder feedback for the Compensation Committee to consider in future design and adjustments. The context includes recent significant payouts and awards (including special bonuses tied to the 2025 joint venture transaction and equity grants under the LTIP with time- and performance-based vesting conditions), and the Company’s recent shift to incentive structures intended to align pay with multi-year share-price performance. As an advisory vote under Section 14A of the Exchange Act, the result will not be binding on the Board but will be considered by the Compensation Committee when setting or revising executive pay practices. The Board recommends a vote FOR, arguing that the compensation program balances short- and long-term shareholder interests, incentivizes retention of key executives, and ties a meaningful portion of pay to performance. From a governance perspective, voters should weigh the presence of large special bonuses and the specifics of equity-award vesting metrics against recent Company performance (including a 2025 net income swing and the material contributions recognized for the JV Transaction). The Company emphasizes that the advisory vote is an important channel for shareholder input and that a negative result would inform future compensation decisions; nevertheless, the Board believes the disclosed mix of compensation and the LTIP’s performance provisions justify shareholder support.
Re-appoint KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 and authorize the directors to fix their remuneration.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AdvisorShares Investments LLC | 5.19% | 5,928,355 | $17M |
| 2 | Tidal Investments LLC | 1.99% | 2,270,480 | $6M |
| 3 | TWO SIGMA INVESTMENTS, LP | 1.73% | 1,975,053 | $6M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 1.15% | 1,318,066 | $4M |
| 5 | CITADEL ADVISORS LLC | 0.99% | 1,129,144 | $3M |
| 6 | JANE STREET GROUP, LLC | 0.98% | 1,120,575 | $3M |
| 7 | MORGAN STANLEY | 0.85% | 973,629 | $3M |
| 8 | Qube Research Technologies Ltd | 0.74% | 847,622 | $2M |
| 9 | JANE STREET GROUP, LLC | 0.59% | 679,921 | $2M |
| 10 | Key Client Fiduciary Advisors, LLC | 0.54% | 616,249 | $2M |
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