Not independent
Tenure on this board
8.2 yrs
Also a director at
Gpgi Inc (GPGI)Resolute Holdings Management Inc (RHLD)
11 nominees · 3 ballot items.
Elect eleven directors; advisory approval of 2025 named executive officer compensation (Say-on-Pay); ratify Ernst & Young LLP as independent auditor for fiscal 2026.
Elect eleven director nominees to the Board of Directors for one-year terms expiring at the 2027 annual meeting.
Non-binding, advisory vote to approve the 2025 compensation of the company's named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the 2025 compensation of the named executive officers as disclosed in the proxy statement. Management is seeking this advisory approval to provide stockholder feedback on executive pay practices and to demonstrate that compensation policies are aligned with stockholder interests. The company emphasizes a pay-for-performance philosophy, with significant weighting toward variable, at-risk compensation including annual cash incentives tied to Adjusted Operating Profit and Adjusted Free Cash Flow, and long-term stock options and strategic performance awards that vest based on multi-year AOP targets and continued employment. The Compensation Committee increased CEO base salary and equity to align with peer group benchmarking and to retain leadership, and it adjusted bonus maximums in recognition of exceptional 2025 performance. Management’s recommendation to vote for the proposal is justified by strong 2025 financial results—revenue growth, expanded margins, and increased free cash flow—which the Board attributes to executive leadership and strategic investments. The vote is advisory and non-binding, but the Board and Compensation Committee will consider the outcome when making future compensation decisions; institutional investors will evaluate the board’s responsiveness to any adverse result. The proposal is routine in the modern context of annual say-on-pay votes but connects to substantive compensation design choices (mix of cash vs. option-based equity, multi-year performance awards, double-trigger change-in-control provisions, clawback, stock ownership guidelines) that have material implications for executive incentives, retention, and alignment with long-term shareholder value. Investors evaluating the proposal should weigh the company’s stated governance safeguards and performance metrics against realized pay outcomes, peer benchmarking, and any potential concerns about pay levels or performance measurement. The Board’s favorable recommendation indicates confidence in the program’s structure, but a significant dissent could trigger engagement or design changes from the Compensation Committee.
Ratify Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.47% | 24,858,319 | $6.2B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.67% | 17,926,522 | $4.5B |
| 3 | STATE STREET CORP | 4.12% | 15,826,560 | $4.0B |
| 4 | BlackRock, Inc. | 3.99% | 15,343,649 | $3.8B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.52% | 9,687,293 | $2.4B |
| 6 | BlackRock, Inc. | 2.06% | 7,895,166 | $2.0B |
| 7 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.90% | 7,305,909 | $1.8B |
| 8 | Invesco Ltd. | 1.25% | 4,787,012 | $1.2B |
| 9 | BANK OF AMERICA CORP /DE/ | 1.11% | 4,272,194 | $1.1B |
| 10 | MORGAN STANLEY | 1.08% | 4,148,214 | $1.0B |
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