Independent
Tenure on this board
0.6 yrs
Also a director at
Eagle Materials Inc (EXP)Ferguson Enterprises Inc (FERG)
11 nominees · 3 ballot items.
Elect 11 directors to the board; approve, on an advisory basis, the compensation of the named executive officers (Say-on-Pay); and ratify the appointment of KPMG LLP as independent auditors for 2026.
Elect 11 nominees to the company’s board of directors to serve one-year terms expiring at the 2027 annual meeting.
Advisory (non-binding) shareholder vote to approve the company’s named executive officer compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis, tables and related disclosures.
This advisory Say-on-Pay proposal asks shareholders to express their approval or disapproval of the company’s executive compensation program as disclosed in the proxy statement. Management seeks approval to confirm that its pay practices — which include a mix of base salary, annual cash incentives (AIP) tied to segment Adjusted EBITDA and RONA and controllable business metrics, and long-term equity awards (PSUs tied to three-year relative TSR and RSUs) — align executives’ interests with long-term shareholder value. The Compensation Committee emphasizes pay-for-performance: a substantial portion of NEO pay is performance-based and equity-focused, with PSU payouts capped and share ownership and anti-hedging policies in place. Management notes specific program design features such as rigorous preset performance metrics, independent consultant review, change-of-control “double-trigger” protections, and recovery/anti-hedging policies intended to mitigate excessive risk-taking. The vote is advisory and non-binding, but the board and Compensation Committee state they will carefully review and consider the results when setting future compensation. The company highlights its strong 2025 performance in Timberlands and Climate Solutions, the achievement of certain multi-year goals, and robust governance practices as context supporting the program. Opponents (if any) are not present in this filing, but the board frames the recommendation as consistent with shareholder alignment, retention needs for key talent, and demonstrated recent shareholder support (Say-on-Pay >94% in 2025). Given these elements, the board recommends voting FOR the proposal to ratify its executive compensation approach while committing to consider shareholder feedback from the advisory vote.
Ratify the Audit Committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.5% | 61,113,282 | $1.5B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 46,940,687 | $1.1B |
| 3 | First Eagle Investment Management, LLC | 6.3% | 45,370,306 | $1.1B |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 4.9% | 35,430,317 | $866M |
| 5 | STATE STREET CORP | 4.6% | 33,192,404 | $811M |
| 6 | BlackRock, Inc. | 3.5% | 24,992,759 | $611M |
| 7 | BlackRock, Inc. | 2.9% | 20,655,371 | $505M |
| 8 | COHEN STEERS, INC. | 2.7% | 19,275,260 | $471M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.6% | 18,390,098 | $447M |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.7% | 12,405,646 | $303M |
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