Independent
Tenure on this board
7.8 yrs
Also a director at
Franklin Bsp Realty Trust Inc (FBRT)NONE
3 nominees · 4 ballot items.
1) Elect three Class III directors (Richard J. Byrne, Patricia Mulroy, Philip G. Satre); 2) Ratify Ernst & Young LLP as independent registered public accounting firm for fiscal 2026; 3) Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers (Say-on-Pay); 4) Approve amendment and restatement of the 2014 Omnibus Incentive Plan to increase the authorized shares by 3,000,000.
Elect three Class III directors (Richard J. Byrne, Patricia Mulroy, Philip G. Satre) to serve until the 2029 Annual Meeting.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and compensation tables.
This advisory (non-binding) Say-on-Pay proposal asks shareholders to approve the Company’s named executive officer (NEO) compensation as disclosed in the Compensation Discussion and Analysis and accompanying tables. Management is seeking this annual advisory approval to validate its pay-for-performance design: a large majority of NEO pay is at risk and tied to rigorous annual operational targets and multi-year performance-based equity awards (including fair-share and absolute TSR hurdles). The Compensation Committee emphasizes retention and alignment — one-third of annual incentive pay is delivered in equity, long-term awards vest over multiple years, and at least 55% of long-term equity for NEOs is performance-conditioned — to link pay to sustained shareholder value. The vote is advisory only, but the Board and Compensation Committee will review the result and use shareholder feedback to inform future compensation design. Supporters should view the proposal as endorsement of governance features described by management (stock ownership guidelines, clawback policy, limits on repricing, multi-year performance metrics). Opponents may argue that certain pay outcomes or the magnitude of awards warrant closer scrutiny, or may prefer stronger links to absolute TSR or different metric weightings. The Company notes it already engages with large holders and discloses pay rationale and peer benchmarking. The Board recommends FOR to reaffirm alignment between management incentives and long-term shareholder returns, while retaining the ability to adjust program elements in response to shareholder feedback.
Approve an amendment and restatement of the 2014 Omnibus Incentive Plan (the Plan Amendment) to increase the share reserve by 3,000,000 shares and extend the plan term to May 6, 2036.
This proposal requests shareholder approval to increase the authorized share reserve under the Company’s long-standing 2014 Omnibus Incentive Plan by 3,000,000 shares and to extend the plan term to May 6, 2036. Management argues the additional authorization is necessary to preserve the Company’s ability to grant performance- and time-based equity awards used to recruit, retain and motivate a large global workforce and senior executives; the proxy highlights a three-year average burn rate (2023-2025) of ~0.83% and estimates the requested 3,000,000-share increase would represent approximately 2.88% potential dilution. The Plan’s governance features are emphasized as shareholder-protective: no repricing without shareholder approval, no liberal change-in-control vesting, no evergreen recycling, limits on per-person grants and restrictions on dividend equivalents for performance awards. For investors, the trade-off is incremental dilution versus sustaining the Company’s pay-for-performance program that ties a majority of NEO pay to multi-year operational and absolute TSR metrics and enforces multi-year vesting and ownership guidelines. The Board recommends FOR, arguing that without the increase the Company’s ability to make competitive grants would be constrained and could impair retention and execution of growth projects. Countervailing shareholder concerns include the absolute quantum of dilution and the pace of awards; the proxy attempts to address these by disclosing burn-rate data, current share reserve, and structural plan limits. Overall, the proposal is a routine equity-plan refresh requested to support ongoing talent incentives, with explicit safeguards described to mitigate governance and dilution risks.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital World Investors | 8.58% | 8,901,235 | $904M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.08% | 5,268,139 | $535M |
| 3 | FMR LLC | 3.32% | 3,445,161 | $350M |
| 4 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 3.21% | 3,331,378 | $338M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.98% | 3,090,863 | $314M |
| 6 | STATE STREET CORP | 2.86% | 2,970,514 | $302M |
| 7 | BlackRock, Inc. | 2.37% | 2,455,228 | $249M |
| 8 | Invesco Ltd. | 2.24% | 2,321,953 | $236M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.94% | 2,017,999 | $205M |
| 10 | BlackRock, Inc. | 1.72% | 1,789,158 | $182M |
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