Executive Summary |
CEO Total Comp · FY2025 $9.7M Terry J. Rosen · 80th vs. peers Say-on-Pay · FY2025 91.04% Most recent vote Realizable / Granted 0.92x $8.9M realizable STI Payout · FY2025 100% Actual, % of target Thesis CEO pay ranked at the 80th percentile of peers against a one-year shareholder return at the 54th percentile, a one-year drift of 26 points below the 41pp level at which a drift draws scrutiny, so the committee reads a pay rank ahead of the return without that drift reaching a scrutiny threshold. Total pay of $9.7M sat above the peer median of $5.9M, the overall ISS crosswalk reading is 46 out of 100 at medium concern, and say-on-pay support of 91.0% was above 70%. Top Findings Terry J. Rosen's total compensation for FY2025 rose by +32.7% to $9.7M, while that compensation ranked at the 80th percentile of peers. The five-year compound annual growth in CEO total compensation of +11.2% exceeded the company's five-year compound annual shareholder return of −11.6%, yet the three-year pay-return drift of 18 stayed below the 41pp level at which a drift draws scrutiny. Granted Pay vs. TSR scores highest of the crosswalk sub-tests at 50 (medium concern) while the overall crosswalk reading is 38 out of 100, low concern. Say-on-pay support of 91.0% for FY2025 trailed the 96.0% median support for the other items on the same ballot, and equity was the largest element of CEO total compensation for FY2025 at 85.0%. Priority Actions Director Pay keep median director pay below the review threshold: more years at or above the threshold would raise the Director Pay Pattern score of 65. median director pay against the review threshold carries the most scrutiny because it produces the highest crosswalk sub-test score at 65. Say-on-Pay Support fell in each of the last 2 year-over-year comparisons through FY2025, trailing the ballot median of 96.0%. Pay Positioning The committee sets the pay target and the peer group that decide where CEO pay ranks, now at the 80th percentile against a stated target of the 50th-75th percentile. The Year in Brief A change in control followed by termination would pay Terry J. Rosen $14.3M in total. For FY2025, Terry J. Rosen's salary changed +6.9% and total pay changed +32.7% from the prior year. At $9.7M, total pay sat above the peer median of $5.9M, and the company's three-year shareholder return ranked 6th of 14 in the peer group. Positioning at a Glance Disclosed peers17 Peer median CEO total comp$5.9M CEO pay vs. peer median1.64x CEO pay rank4th of 16 One-year TSR+5.8% One-year TSR percentile54th CEO pay ratio36:1 Market capitalization$2.43B Market capitalization basiscommon shares, as of 2026-07-30 |