Not independent
Tenure on this board
25.4 yrs
11 nominees · 2 ballot items.
Vote to fix the Board size at eleven and elect eleven director nominees; and a non-binding advisory "Say on Pay" vote to approve the compensation of the Corporation’s named executive officers as disclosed in the proxy statement.
Fix the number of Directors at eleven and elect the eleven nominees named in the proxy to serve until the 2027 Annual Meeting.
Non-binding advisory ("Say on Pay") vote to approve the compensation of the Corporation’s named executive officers as disclosed in this Proxy Statement, including the CD&A, compensation tables and narrative disclosures.
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the Corporation’s named executive officers as disclosed in the proxy, including the Compensation Discussion and Analysis, tables, and narrative disclosures. Management is seeking this advisory approval to gauge stockholder support for its executive compensation philosophy and programs and to provide guidance to the Compensation Committee in future compensation design and decisions, though the vote is not binding. The Compensation Committee has approved the named executive officers’ compensation and has indicated it will consider the vote’s outcome when setting future pay. The proxy discloses that the company operates as a controlled company, with the CEO holding substantial voting power, which may affect governance dynamics and the weight of shareholder sentiment; nevertheless, management frames the Say on Pay vote as an important accountability and feedback mechanism. The corporation discloses typical compensation elements—base salary, discretionary cash bonuses for certain roles, stock option awards, ESPP participation, and fringe and retirement benefits—and describes processes for stock option grants and director awards that could influence pay outcomes reported in the CD&A. The approval threshold is a majority of votes cast by Common and Class B shares voting together, and broker non-votes and abstentions do not affect the result; the company currently holds Say on Pay votes every three years, with the next frequency advisory to occur in 2029. Given the non-binding nature, a vote against would not automatically change awards but would signal shareholder dissatisfaction that the Compensation Committee would likely need to address, especially in light of the company’s controlled status where engagement may be politically and structurally sensitive. Management’s explicit unanimous recommendation to vote FOR suggests the Board believes the disclosed programs appropriately align management incentives with stockholder interests and that prior shareholder feedback supported current practices. For analysts evaluating governance risk, the interaction between concentrated voting power, disclosed compensation practices (notably extensive option usage), and the advisory vote outcome will be critical context when assessing potential future changes to compensation governance and alignment with shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.1% | 1,856,415 | $299M |
| 2 | BlackRock, Inc. | 3.8% | 1,724,123 | $278M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.5% | 1,162,134 | $187M |
| 4 | JPMORGAN CHASE CO | 2.5% | 1,132,281 | $161M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.3% | 1,034,740 | $167M |
| 6 | STATE STREET CORP | 1.8% | 811,617 | $131M |
| 7 | BlackRock, Inc. | 1.8% | 802,915 | $129M |
| 8 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 1.3% | 603,364 | $97M |
| 9 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.2% | 536,274 | $86M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.1% | 498,036 | $80M |
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.