Independent
Tenure on this board
9.0 yrs
Also a director at
Precigen Inc (PGEN)St Joe Co (JOE)
3 nominees · 3 ballot items.
Election of directors (one Common director and two Class B directors); advisory approval of named executive officer compensation (say-on-pay); ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026.
Election of one Common director (Ana Lopez-Blazquez) and two Class B directors (Cesar L. Alvarez and Denise Dickins) to serve until the 2029 annual meeting.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).
The proposal requests an advisory (non-binding) shareholder vote to approve the company’s executive compensation disclosure, including the Compensation Discussion and Analysis and related tables. Management seeks this annual approval to confirm shareholder support for its long-term restricted-stock-focused compensation philosophy that ties executive rewards to long-term TSR, EPS, and stock price performance; the program emphasizes restricted Class B shares with very long cliff-vesting (often at retirement age) to align executives’ wealth accumulation with long-term shareholder outcomes. The Board recommends a FOR vote, arguing the program has a strong track record of aligning pay with long-term performance, includes governance protections (clawback policy, prohibitions on hedging/pledging, ownership requirements), and is reviewed with independent advisors. Key context includes the company’s unique use of multi-decade vesting restricted shares, high historical TSR, control by the Nahmad family, and prior shareholder support for pay practices. The board will consider shareholder feedback from this vote when evaluating future compensation decisions.
Ratify appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital International Investors | 8.6% | 3,477,231 | $1.3B |
| 2 | BlackRock, Inc. | 6.1% | 2,465,518 | $897M |
| 3 | Capital Research Global Investors | 4.7% | 1,898,603 | $691M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.3% | 1,751,054 | $637M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 1,567,499 | $570M |
| 6 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.3% | 1,340,376 | $487M |
| 7 | STATE STREET CORP | 3.1% | 1,273,941 | $463M |
| 8 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 2.7% | 1,091,012 | $397M |
| 9 | BlackRock, Inc. | 2.6% | 1,062,372 | $386M |
| 10 | FMR LLC | 2.5% | 1,017,753 | $370M |
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