Independent
Tenure on this board
15.4 yrs
Also a director at
Idex Corp (IEX)
11 nominees · 4 ballot items.
Elect eleven directors; advisory (say-on-pay) vote to approve Named Executive Officer compensation; ratify PwC as independent auditor for 2026; consider a shareholder proposal to adopt a policy separating the Chair and CEO roles and require an independent Board Chair.
Elect the eleven nominees listed in the proxy statement as directors, each to serve a one-year term until the 2027 Annual Meeting.
Non-binding, advisory vote (Say-on-Pay) to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the Company’s Named Executive Officer (NEO) compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis, tables and narrative. Management seeks this advisory approval to confirm shareholder support for the executive pay program and to inform future compensation decisions; the Compensation Committee uses results to refine pay practices. The CD&A describes a pay-for-performance framework combining base salary, an annual incentive (AIP) tied to consolidated net sales, EPS and operating cash flow, and long-term equity incentives (PSUs, RSUs, options) with multi-year performance metrics such as sales CAGR and ROIC. The Board highlights that prior say-on-pay support was strong (over 94% in 2025) and that the Compensation Committee exercises discretion (e.g., reduced AIP payout for 2025) to align awards with broader shareholder experience. Approving the proposal is not binding, but a FOR vote signals shareholder endorsement of the current design and governance of executive pay; a negative vote would require the Committee to consider adjustments and shareholder feedback. The Board recommends FOR, citing robust governance practices (independent Compensation Committee, independent consultant, clawback policy, share ownership guidelines and anti-hedging policies) and detailed disclosure of pay design, benchmarking and outcomes. Voting FOR supports management’s view that compensation appropriately incentivizes sustainable performance and alignment with shareholder interests, while a vote AGAINST would communicate dissatisfaction and could prompt program changes or increased engagement. Overall, the proposal functions as a governance signal rather than an operational mandate, informing the Committee’s iterative design of compensation to drive long-term value creation.
Ratify the appointment of PricewaterhouseCoopers LLP as West’s independent registered public accounting firm for 2026.
A shareholder proposes that the Board adopt a policy (and amend governing documents if necessary) to separate the roles of Chair and CEO and require the Chair to be an independent director.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.6% | 4,683,286 | $1.2B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.8% | 4,094,009 | $1.0B |
| 3 | STATE STREET CORP | 4.7% | 3,293,778 | $826M |
| 4 | Artisan Partners Limited Partnership | 3.8% | 2,657,893 | $666M |
| 5 | T. Rowe Price Investment Management, Inc. | 3.3% | 2,340,403 | $587M |
| 6 | BlackRock, Inc. | 3.3% | 2,311,012 | $579M |
| 7 | GENERATION INVESTMENT MANAGEMENT LLP | 3.2% | 2,243,976 | $562M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 1,681,398 | $420M |
| 9 | Bank of New York Mellon Corp | 2.3% | 1,628,923 | $408M |
| 10 | BlackRock, Inc. | 2.1% | 1,469,224 | $368M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.