Not independent
Tenure on this board
11.3 yrs
9 nominees · 4 ballot items.
Four proposals: (1) election of nine directors; (2) advisory vote to approve named executive officer compensation (say-on-pay); (3) approval of an amendment to the 2021 Equity Incentive Plan to increase the share reserve; and (4) ratification of KPMG LLP as independent auditors for 2026.
Elect nine director 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 Company's named executive officers as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s named executive officer compensation as disclosed in the proxy. Management frames its 2025 compensation approach around pay-for-performance, with a heavy weighting of long-term, performance-based equity (60% of LTI in PSUs) and an STIP tied to safety and Adjusted EBITDA, and it emphasizes alignment with stockholder interests through stock ownership guidelines and clawback policies. The Compensation Committee and an independent consultant reviewed market data and peer practices and maintained the program design for 2025, citing approximately 85% of the CEO’s target compensation as at-risk. A favorable historical say-on-pay outcome (about 98% in 2025) and the Board’s view that compensation supports retention and alignment form the basis of management’s recommendation. As an advisory vote, the outcome is not binding, but the Board commits to consider results when setting future pay. Key governance features mitigating stockholder concern include independent committee oversight, minimum vesting and clawback policies, caps on incentive payouts, and disclosure of metrics (RTSR, Cash ROIC, STIP Adjusted EBITDA, safety measures). Potential issues for investors include the dilution impact of equity grants and the use of multi-year overlapping PSU cycles that can complicate year-to-year performance attribution. Evaluating the merits requires assessing whether realized pay correlates with sustained TSR, operational metrics (safety, Cash ROIC) and management’s execution of strategic initiatives such as SAR transitions and AAM investments. Given management’s demonstrated operational achievements in 2025 and prior strong stockholder support, the Board recommends a FOR vote, while investors should monitor future realized PSU outcomes and any changes to plan design or share usage that could affect alignment.
Approve amendment to the 2021 Equity Incentive Plan to increase the share reserve from 3,385,000 to 4,200,000 shares to provide additional shares for equity grants.
This proposal requests shareholder approval to increase the LTIP share reserve by 815,000 shares (from 3,385,000 to 4,200,000), a ~2.63% incremental dilution relative to outstanding shares per the filing. Management argues the additional pool is required to continue granting equity-based long-term incentives that align employee interests with shareholders and to sustain competitive compensation practices, including PSUs and RSUs used heavily in their program. The Board approved the amendment contingent on stockholder approval and highlights plan governance features designed to protect stockholders: no evergreen increases, minimum one-year vesting (with limited exceptions), anti-repricing without shareholder approval, limits on director compensation, and clawback provisions. The filing includes a historical burn-rate analysis showing a modest three-year average burn rate (~1.80%), and management projects the requested reserve should cover roughly one year of grants under current practices, though actual duration depends on future grant levels, stock price, and hiring activity. Key investor considerations include the near-term dilution impact, the Company’s demonstrated equity usage (including overlapping PSU cycles), and whether future grants will be targeted to performance-based awards that preserve alignment. The amendment also addresses NYSE and Internal Revenue Code requirements (e.g., ISO limits) and enables continued use of the LTIP for retention and incentive purposes. From a governance perspective, the Board’s explicit limits on recycling of shares and award caps, together with disclosed plan safeguards, reduce but do not eliminate dilution risk; investors should weigh the strategic need for awards against the incremental dilution and continuing oversight of grant practices. The Board recommends a FOR vote given management’s stated need to fund future incentive awards and the existence of plan protections, but sophisticated investors will monitor the Company’s future grant pacing and realized outcomes to validate alignment.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent auditors for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.79% | 2,898,265 | $136M |
| 2 | Solus Alternative Asset Management LP | 9.72% | 2,876,796 | $135M |
| 3 | South Dakota Investment Council | 6.64% | 1,965,845 | $92M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 5.68% | 1,681,470 | $79M |
| 5 | BROWN ADVISORY INC | 4.36% | 1,290,092 | $60M |
| 6 | Empyrean Capital Partners, LP | 3.95% | 1,170,000 | $55M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.64% | 1,076,770 | $50M |
| 8 | STATE STREET CORP | 3.58% | 1,060,056 | $50M |
| 9 | Taconic Capital Advisors LP | 3.53% | 1,046,157 | $49M |
| 10 | AMERICAN CENTURY COMPANIES INC | 3.06% | 904,962 | $42M |
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