Independent
Tenure on this board
19.1 yrs
Also a director at
Strattec Security Corp (STRT)
7 nominees · 3 ballot items.
Elect seven directors to the Board; ratify Deloitte & Touche LLP as independent auditors for the year ending December 31, 2026; and an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers (say-on-pay).
Election of seven directors to the Board of Directors for terms expiring in 2027: Tina Chang, John W. Florsheim, Thomas W. Florsheim, Thomas W. Florsheim, Jr., Becky Kryger, Cory L. Nettles, and Frederick P. Stratton, Jr.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, following consideration of Deloitte’s qualifications, performance, independence and fees.
A non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K.
This proposal asks shareholders to cast a non-binding advisory vote approving the compensation paid to the Company’s named executive officers as disclosed in the proxy pursuant to Item 402 of Regulation S-K. Management is seeking shareholder approval to confirm that its executive pay program — which combines base salary, a performance-based annual cash bonus tied to company-wide financial goals, and long-term stock-based awards subject to time-based vesting — is aligned with shareholder interests and supports retention. The Board adopted an annual say-on-pay frequency beginning in 2025 and is again seeking an annual advisory vote to solicit shareholder feedback; the Board intends to consider the outcome when making future compensation decisions. The Company describes its program as conservative, with approximately 30–50% of total maximum compensation at risk and a balance between short-term and long-term incentives to encourage performance and retention without encouraging excessive risk-taking. Long-term equity awards are tied to stock performance and vest over multi-year schedules, and annual cash bonuses are contingent on achievement of specific financial or gross margin targets, tying pay to measurable business outcomes. The Board recommends a FOR vote on the basis that the compensation structure aligns executives’ interests with shareholders, supports recruiting and retention, and mitigates undue risk through conservative design and vesting schedules. Because the vote is advisory, it will not bind the Board, but a negative vote would likely prompt the Board and Compensation Committee to re-evaluate aspects of the pay program and engage with shareholders to address concerns. Company-specific context: the Company experienced record net income in 2023 and 2024 with a decline in 2025, and compensation outcomes (including actual pay) have trended with company performance; employment agreements and change-in-control provisions also affect potential payouts for top executives. Investors should weigh the Board’s governance practices (independent committees, disclosure of metrics and vesting schedules, and a stated conservative approach) against any concerns about pay levels, related-party arrangements, or long-term effectiveness of incentives when evaluating the merits of the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.91% | 562,994 | $18M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.92% | 278,170 | $9M |
| 3 | BlackRock, Inc. | 2.15% | 204,487 | $7M |
| 4 | BlackRock, Inc. | 1.87% | 178,490 | $6M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.40% | 133,688 | $4M |
| 6 | STATE STREET CORP | 1.13% | 107,262 | $3M |
| 7 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 1.08% | 103,093 | $3M |
| 8 | Bank of New York Mellon Corp | 0.68% | 65,231 | $2M |
| 9 | North Star Investment Management Corp. | 0.62% | 59,325 | $2M |
| 10 | NORTHERN TRUST CORP | 0.57% | 54,266 | $2M |
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