Not independent
Tenure on this board
New nominee
Also a director at
Stem Inc (STEM)
10 nominees · 3 ballot items.
Three proposals: election of ten directors, a non-binding advisory vote to approve named executive officer compensation ('say-on-pay'), and ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026 (Board recommends FOR all).
Elect ten nominees to the Board of Directors to serve one-year terms expiring at the 2027 annual meeting.
Non-binding advisory 'say-on-pay' vote to approve the compensation of the named executive officers as disclosed in the proxy statement (CD&A, tables and narrative).
This non-binding advisory proposal asks shareholders to approve the Company’s named executive officer (NEO) compensation as described in the Compensation Discussion and Analysis and associated tables and narrative. Management seeks shareholder approval to validate its pay-for-performance framework—one that it says places a large percentage of executive pay at risk, ties short-term incentives to Adjusted EBITDA and strategic objectives, and emphasizes multi-year, performance-based RSUs with an LTIP modifier to align pay with long-term shareholder returns. The Compensation Committee highlights recent program features such as multi-year PRSUs, service-based RSUs for retention, promotional PRSUs for recent internal promotions, and a planned change to replace an ROIC modifier with a relative TSR modifier for future cycles, arguing these measures strengthen alignment with market performance. The Company points to recent shareholder support (approximately 95% approval in 2025) and governance practices (clawback policy, stock ownership and retention guidelines, prohibition on hedging/pledging) as evidence of appropriate design and oversight. However, the program has produced forfeitures (e.g., 2023–2025 PRSUs and 2022 Transformational Awards paid out at 0%) reflecting difficult performance hurdles and signaling true downside risk to executives, while promotional one‑time awards that vest at 0%/100% could raise questions about the timing and stretch of targets. The advisory nature of the vote means it will not bind the Board, but the Board and Compensation Committee will consider the results in future compensation decisions. In recommending a FOR vote, management argues that the combination of rigorous targets, multi-year performance measures, and changes to the LTIP to include rTSR demonstrate a thoughtful effort to balance retention, incentive and alignment with shareholder returns. Sophisticated investors should weigh the demonstrated alignment (forfeitures and high at‑risk pay) against potential governance scrutiny over special/promotional awards and the choice of peer group and metric design when evaluating the merits of the proposal.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.64% | 5,975,705 | $138M |
| 2 | STATE STREET CORP | 7.81% | 4,010,221 | $93M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.54% | 3,874,412 | $89M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 6.05% | 3,108,782 | $72M |
| 5 | BRANDES INVESTMENT PARTNERS, LP | 5.97% | 3,065,825 | $71M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.34% | 2,228,893 | $51M |
| 7 | Invesco Ltd. | 4.32% | 2,219,599 | $51M |
| 8 | LSV ASSET MANAGEMENT | 3.84% | 1,972,604 | $46M |
| 9 | BlackRock, Inc. | 3.29% | 1,687,702 | $39M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.75% | 1,412,655 | $33M |
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