Independent
Tenure on this board
3.4 yrs
Also a director at
Alamo Group Inc (ALG)Array Technologies Inc (ARRY)
3 nominees · 3 ballot items.
Election of three Class II directors; advisory approval of named executive officer compensation (say-on-pay); and ratification of Deloitte & Touche LLP as independent auditors for fiscal year 2026.
Election of three Class II director nominees to serve until the 2027 annual meeting and until their successors are qualified.
Non-binding, advisory vote to approve executive compensation for named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding, advisory approval of the company’s named executive officer compensation as disclosed in the proxy statement (the “Say-on-Pay” vote). Management seeks shareholder endorsement to validate its compensation philosophy and practices—designed to attract and retain executive talent, align executives with long-term shareholder value via PSUs, RSUs, and options, and tie annual incentives to Adjusted EBITDA and Revenue targets. The Compensation Committee oversees pay programs and uses market benchmarking and an independent consultant; the Board cites features such as multiple performance metrics, clawback policy, anti-hedging, stock ownership guidelines, and no repricing as governance safeguards. The Board recommends a vote FOR, citing prior >98.5% shareholder support in 2025 and arguing that the program appropriately balances short-term and long-term incentives, risk mitigation and shareholder alignment. Key contextual considerations include recent CEO and CFO transitions in 2025, restructuring and transformation initiatives, and the company’s fiscal 2025 performance which produced no annual incentive payouts and modest free cash flow—facts that investors may weigh when assessing pay-for-performance alignment. Investors should evaluate whether the compensation outcomes reflect company performance, whether long-term incentive metrics and peer groups are appropriate, and whether the governance features sufficiently mitigate risk of excessive pay for underperformance.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Corvex Management LPActivist | 15.00% | 19,813,963 | $156M |
| 2 | BlackRock, Inc. | 8.45% | 11,163,259 | $88M |
| 3 | FMR LLC | 7.75% | 10,239,481 | $80M |
| 4 | Alberta Investment Management Corp | 6.32% | 8,348,384 | $66M |
| 5 | ROYAL BANK OF CANADA | 4.28% | 5,656,336 | $44M |
| 6 | Greenstone Partners Co., LLC | 3.86% | 5,094,356 | $40M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.70% | 4,883,646 | $38M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.27% | 4,314,242 | $34M |
| 9 | STATE STREET CORP | 3.15% | 4,162,902 | $33M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.62% | 3,454,871 | $27M |
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