Not independent
Tenure on this board
4.4 yrs
5 nominees · 3 ballot items.
Elect four Class II directors (term to 2029); approve the advisory (non-binding) vote on executive compensation (Say-on-Pay); and approve the appointment of PwC as the Company’s independent registered public accounting firm for 2026.
Election of four directors — Liam P. Caffrey, Mary C. Choksi, John K. Chu and Weston M. Hicks — to Class II for three-year terms ending in 2029.
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 non-binding advisory proposal asks shareholders to approve the Company’s executive compensation disclosures and the design of pay for the Named Executive Officers as presented in the proxy. Management seeks this endorsement to confirm shareholder support for a program that is heavily weighted toward variable, long-term incentives tied to growth in Compensation Value Per Share (CVPS) and other performance metrics. Notable context includes the Company’s strong 2025 performance (22.8% CVPS growth), a recent CEO succession, and the Board’s emphasis on transaction-driven value creation which can materially affect payouts. The Compensation/Nominating & Governance Committee sets targets (typically the 10-year Treasury plus 700 bps) and uses formulaic annual and multi-year performance cycles, with robust governance features such as clawbacks, double-trigger change-in-control protections, and share ownership guidelines. Management argues that the plan aligns management incentives with long-term shareholder value, while maintaining competitiveness for talent given the Company’s transactional activity. Potential areas of shareholder concern include the high proportion of pay delivered through long-term awards and the reliance on CVPS (which blends BVPS and intrinsic value adjustments) rather than market measures; however, the Company discloses its rationale for those choices and reports active shareholder engagement with generally positive feedback. Although the vote is advisory, the Board will review and consider the voting outcome when evaluating compensation policies going forward, so a failure to garner support would likely prompt further shareholder engagement and potential plan adjustments. Overall, the proposal tests investor confidence in the Company’s pay philosophy—its emphasis on long-term, performance-based compensation designed to reward value creation while incorporating governance safeguards.
Ratification of the Audit Committee’s appointment of PwC as the Company’s independent registered public accounting firm for 2026 and authorization for the Audit Committee to negotiate and fix the firm’s remuneration.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 6.06% | 150,055 | $330M |
| 2 | Neuberger Berman Group LLC | 5.04% | 124,715 | $274M |
| 3 | River Road Asset Management, LLC | 4.87% | 120,519 | $265M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.67% | 115,553 | $254M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.41% | 109,157 | $240M |
| 6 | COOKE BIELER LP | 4.23% | 104,857 | $230M |
| 7 | FULLER THALER ASSET MANAGEMENT, INC. | 4.22% | 104,561 | $230M |
| 8 | FIDUCIARY MANAGEMENT INC /WI/ | 3.43% | 85,066 | $187M |
| 9 | Wallace Capital Management Inc. | 3.18% | 78,795 | $173M |
| 10 | BlackRock, Inc. | 2.48% | 61,484 | $135M |
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.