ProxyMiner Toolkit

ProxyMiner / Diff

VSE CORP VSEC

Comparing the 2025 proxy against the 2026 proxy.

← Back to VSE CORP

Compare

CEO total Δ

—

No prior-year CEO total to compare

Peer churn

+31 −19

Members added or dropped across all peer groups

Policy + metric churn

5

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

  • Peer Group

    — · 0 → 20 members

    0 kept · +20 · −0

    Added

    AAR CORP (AIR) · AerSale Corp (ASLE) · ASTRONICS CORP (ATRO) · Dorman Products, Inc. (DORM) · DUCOMMUN INC /DE/ (DCO) · ICF International, Inc. (ICFI) · MOTORCAR PARTS OF AMERICA INC (MPAA) · STANDARD MOTOR PRODUCTS, INC. (SMP) · STONERIDGE INC (SRI) · HEXCEL CORP /DE/ (HXL) · ALBANY INTERNATIONAL CORP /DE/ (AIN) · FTAI Aviation Ltd. (FTAI) · Woodward, Inc. (WWD) · AeroVironment Inc (AVAV) · KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (KTOS) · Leonardo DRS, Inc. (DRS) · Loar Holdings Inc. (LOAR) · MOOG INC. (MOG-A) · MSC INDUSTRIAL DIRECT CO INC (MSM) · HERITAGE FINANCIAL CORP /WA/ (HFWA)

  • Peer Group

    — · 0 → 11 members

    0 kept · +11 · −0

    Added

    Dorman Products, Inc. (DORM) · ICF International, Inc. (ICFI) · MOTORCAR PARTS OF AMERICA INC (MPAA) · STANDARD MOTOR PRODUCTS, INC. (SMP) · STONERIDGE INC (SRI) · AeroVironment Inc (AVAV) · KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (KTOS) · Leonardo DRS, Inc. (DRS) · Loar Holdings Inc. (LOAR) · MOOG INC. (MOG-A) · MSC INDUSTRIAL DIRECT CO INC (MSM)

  • 2025 Compensation Peer Group

    compensation · 19 → 0 members

    0 kept · +0 · −19

    Removed

    AAR CORP (AIR) · AerSale Corp (ASLE) · ASTRONICS CORP (ATRO) · Dorman Products, Inc. (DORM) · DUCOMMUN INC /DE/ (DCO) · H&E Equipment Services, Inc. · HERITAGE FINANCIAL CORP /WA/ (HFWA) · ICF International, Inc. (ICFI) · Kaman Corporation · MOTORCAR PARTS OF AMERICA INC (MPAA) · STANDARD MOTOR PRODUCTS, INC. (SMP) · STONERIDGE INC (SRI) · AIR Holdings Ltd (AIIR) · Barnes Group Inc. · HEXCEL CORP /DE/ (HXL) · Triumph Financial, Inc. (TFIN) · ALBANY INTERNATIONAL CORP /DE/ (AIN) · FTAI Aviation Ltd. (FTAI) · Woodward, Inc. (WWD)

Executive pay

Named executive compensation

ExecutiveStatusFromToΔ TotalΔ %Δ At-risk
Value of Initial Fixed $100 Investment Based On:Named executive
Changed$4,945,400

2024

$8,965,642

2025

+$4,020,242+81.3%—

Governance

Policy guardrails

  • change in control

    Unchanged

    Not extracted → Not extracted

    “Potential Payments Upon Termination or Change in Control”

  • clawback

    Unchanged

    present → present

    “Clawback Policy”

  • compensation committee

    Unchanged

    Compensation Committee → Compensation Committee

    “Compensation Committee:John E”

  • compensation consultant

    Unchanged

    independent → independent

    “Independent Compensation Consultant”

  • hedging

    Unchanged

    prohibited → prohibited

    “Company policies prohibit the hedging and pledging of Company Stock by executives and directors.ûNo Excessive Perquisites”

  • pledging

    Unchanged

    prohibited → prohibited

    “Company policies prohibit the hedging and pledging of Company Stock by executives and directors.ûNo Excessive Perquisites”

  • stock ownership guidelines

    Unchanged

    present → present

    “Stock ownership guidelines are implemented to require continuing NEOs to maintain consistent ownership of Stock based on a multiple of the executive’s annual base salary as set forth below”

Performance markers

Metric facts

  • median employee compensation

    Changed

    $63,528 → $64,408

    Numeric delta: +880.00

    “The Company believes its compensation philosophy and process yield an equitable result and is presenting such information for 2025 in accordance with the required disclosure as follows: Median Employee 2025 annual total …”

  • operating income

    Removed

    Not extracted → Not extracted

  • performance equity mix

    Changed

    150% → 160%

    Numeric delta: +10.00

    “In 2025, NEOs were generally eligible to receive restricted stock units, consisting of both service-based restricted stock units ("RSUs") that vest over a three-year vesting period and performance-based RSUs ("PRSUs") th…”

  • revenue

    Changed

    $786.3 million → $2 billion

    Numeric delta: +1213700000.00

    “capital position and support future growth initiatives. In parallel, management implemented targeted employee retention and internal talent development initiatives to enhance succession planning, leadership continuity, a…”

  • time equity mix

    Changed

    000120% → 000160%

    Numeric delta: +40.00

    “The following table sets forth the time-based RSUs that were granted to the participating NEOs in February of 2025.”

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

30% shingled-prose overlap between the two filings.

2025: 113,000 chars · 2026: 95,280 chars

  • Committee Report:26% overlap (5,887 → 6,000 chars)
  • Pay Ratio (Item 402(u)):43% overlap (2,394 → 2,385 chars)
2025 proxy on SEC ↗2026 proxy on SEC ↗

Narrative

What actually changed in the CD&A

Sentence-level diff between the two filings. New disclosures appear first, then sentences whose wording shifted, then sentences the prior year had that are no longer present.

205 new168 changed341 removed261 unchanged
  • changedThis Compensation Discussion and Analysis (“CD&A”) describes the objectives and components of the VSE executive compensation program and compensation decisions for VSE's named executive officers (“NEOs”) for 2025. 2024.
  • changedVSE's NEOs for 2025 2024were:
  • newCohnChief Financial OfficerBenjamin ThomasChief Operating Officer
  • changedThe primary goal of VSE’s compensation program is to closely align the interests of executive officers executivesand other key employees with those of stockholders as the executive team focuses on revenue growth, profit expansion, stronger free-cash flow conversion, and enhanced total stockholder returns.
  • changedIn 2025, 2024,the Company's executive compensation program used a robust pay-for-performance model balancing both near near-and long-term financial and business goals to help maximize stockholder value.
  • changed▪Attract, •Attract,motivate, and retain a highly qualified and experienced executive team in a very competitive market;
  • changed▪Incentivize •Incentivizeand reward the achievement of both the strategic and financial goals of the Company, with an emphasis on long-term business goals driving higher stockholder returns;
  • changed▪Utilize •Utilizecompensation elements that are directly linked to achievement of stockholder value creation, corporate near- and long-term objectives, and individual performance;
  • changed▪Maintain •Maintainflexibility to ensure that awards remain competitive within the Company's peer group; and
  • changed▪Promote •Promoteadherence to strong corporate governance, Company policies and values.
  • new27
  • changedKey Elements of 2025 2024Executive Compensation Program
  • new28
  • changedAligns interests of NEOs with stockholders by promoting strong revenue, EBITDA, operatingprofit,free cash flow, and achievement of other key strategic corporate objectives.
  • changed2025 2024Target Total Compensation Mix
  • changedAs illustrated by the charts below, in 2025, 2024,the Compensation Committee continued to structure executive compensation so that a significant portion of the target total compensation of the CEO, the CFO and the COO otherNEOswas “at-risk” or performance-based, with
  • new29
  • changedwiththe actual value realized subject to the achievement of short-term and/or long-term corporate and financial performance goals.
  • changedThe following pie charts illustrate the 2025 2024target total compensation mix.
  • newThe CEO pie chart represents Mr. Cuomo's annualized total target compensation mix for 2025, the CFO pie chart represents Mr. Cohn's annualized total target compensation mix for 2025, and COO pie chart represents Mr. Thomas' annualized total target compensation mix for 2025.
  • new30
  • newIn determining compensation for 2025, the Compensation Committee retained Aon Human Capital Solutions, a division of Aon plc ("Aon"), an independent national compensation consulting firm, as the Compensation Committee's
  • new31
  • newindependent compensation consultant to advise on executive and director compensation matters.
  • changedAon PriortotheacquisitionbyAon,NFPassisted the Compensation Committee in developing a competitive total compensation program that is consistent with the VSE executive compensation program philosophy of goal-oriented pay-for-performance and that allows the Company to attract, retain, and motivate talented executives.
  • newAon has provided these services to the Compensation Committee since May 2024.
  • changedFor 2025, 2024,the Compensation Committee determined that there were no conflicts of interest as a result of any current or historical engagement with NFPorAon.
  • changedApproximately83%ofthevotescastAt the Company's 2025 2024annual meeting of stockholders, approximately 57.2% of the votes cast stockholderswere voted in favor of the Say-on-Pay proposal. Company'sNEOcompensation.
  • newThe Compensation Committee considered these results, together with feedback received through the Company's stockholder engagement efforts as described in the next section.
  • changedIn 2025, 2024,the Company's longstanding practices of regular engagement with stockholders continued, covering a range of topics including Company strategy, business performance, corporate governance, and other relevant matters.
  • changedThe viewpoints of proxy advisory firms representing the interests of various stockholders are also considered, helping to guide guidingthe actions of the Board and Compensation Committee in enhancing the executive compensation program.
  • newIn addition, in connection with the Company's Say-on-Pay vote, management conducted extensive stockholder outreach to solicit feedback specifically on the Company's executive compensation practices.
  • newManagement conducted outreach to stockholders representing approximately 65% of the Company’s outstanding shares.
  • newStockholders representing approximately 46% of the Company’s outstanding shares provided feedback, including many of the Company’s largest institutional investors.
  • newStockholder meetings included participation by one or more of the following individuals: Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, VP of Investor Relations and Compensation Committee Chair.
  • newWhile the Say-on-Pay proposal received majority support, with 57.2% of votes cast in favor, this level of support was meaningfully lower than in prior years (for example, 83.2% support in 2024).
  • newIn connection with the vote, the Company engaged with stockholders to better understand the decline in support.
  • newStockholders were generally supportive of the Company and of the work done transitioning the business over the last few years.
  • newDuring these discussions, stockholders were asked for feedback and ideas for improvement.
  • newA few stockholders suggested concerns with the use of retroactive adjustments to performance metrics in the 2024 compensation program and the level of specificity disclosed with respect to the performance metrics used in the Company’s short- and long-term incentive programs.
  • newThese themes were generally consistent with the concerns cited by proxy advisory firms in their voting recommendations.
  • newIn addition, certain stockholders suggested that the Company consider transitioning certain Stock awards from graded vesting to cliff vesting and to incorporate a metric tied to shareholder value creation such as Total Shareholder Return ("TSR") or Return on Invested Capital ("ROIC") alongside adjusted EBITDA in the Company's incentive programs.
  • newThe Compensation Committee carefully considered this feedback, and its responses are summarized below.
  • new32
  • newRetroactive Metric Adjustments and Disclosure
  • newIn direct response to stockholder feedback, the Compensation Committee did not modify or adjust 2025 performance goals after they had been initially established.
  • newGoing forward, absent extraordinary circumstances, the Compensation Committee intends to limit any adjustments to those expressly defined or contemplated at the time performance goals are established, reinforcing the integrity and objectivity of the incentive framework.
  • newIn this Proxy Statement, the Company provides enhanced transparency by disclosing the specific quantitative performance goals and the corresponding levels of achievement that determined 2025 incentive compensation payouts.
  • newThe Company expects to maintain this level of disclosure in future proxy statements.
  • newThe Board of Directors and the Compensation Committee believe these actions strengthen governance practices, enhance transparency, and further align executive compensation outcomes directly with measurable performance results and stockholder value creation.
  • newStock Award Vesting Structure
  • newWith respect to the vesting structure of Stock awards, certain stockholders suggested that the Company consider transitioning such Stock awards from ratable vesting to cliff vesting.
  • newThe Compensation Committee carefully considered this feedback and determined that the Company’s current ratable vesting structure continues to support executive retention and leadership continuity.
  • newThe Compensation Committee also considered the implications of an immediate shift to cliff vesting, including potential disruption to retention dynamics and increased compensation volatility.
  • newThese transition risks would likely need to be counterbalanced by including a catch-up feature.
  • newAt this time, the Compensation Committee believes maintaining the current vesting approach is in the best interests of stockholders and will continue to monitor market practices and stockholder feedback.
  • newTSR or ROIC as a Performance Metric
  • newThe Committee believes that adjusted EBITDA remains the most appropriate primary metric at this stage of the Company’s transformation, as it is a key measure used by investors and market participants to evaluate the Company and its peer group and reflects operating performance during a period of significant portfolio repositioning and integration activity.
  • newAt the same time, the Committee recognizes the importance of capital efficiency, disciplined investment, and cash flow and is actively evaluating if and when there is appropriate timing and structure for incorporating a TSR or ROIC-based metric in the future, in addition to the adjusted EBITDA metric.
  • newThe Compensation Committee expects that, over time, the incentive framework may evolve to include a balanced set of profitability and return-based measures aligned with long-term stockholder value creation.
  • newIn March 2025, management reported the results of its evaluation to the Compensation Committee.
  • newFor 2025 compensation decisions, the Compensation Committee utilized a peer group recommended by Aon in mid-2024.
  • changedAon's Thisreview considered the impact of the Company's Federal and Defense business divestiture, the Company's increased revenue and market capitalization, and the growing contribution of revenue and earnings from the Company's Aviation segment.
  • changedAon recommended the following adjustments to the 2025 2024Compensation Peer Group:
  • changed• Heritage-Crystal •Heritage-CrystalClean, Inc. (acquired and de-listed)
  • changed• Kaman •KamanCorporation (acquired and de-listed)
  • new• Albany International Corp.
  • new• FTAI Aviation Ltd.
  • new• Woodward, Inc.
  • newBased on the 2025 Compensation Peer Group, the Company’s revenue and market capitalization are positioned at approximately the 37th and 32nd percentiles, respectively, relative to the peer group, reflecting that the Company’s size is generally consistent with the selected peers.
  • changed2026 2024Compensation Peer Group Adjustments
  • newAon recommended the following adjustments to the 2026 Compensation Peer Group:
  • new•Dorman Products, Inc.
  • new•H&E Equipment Services, Inc.
  • new•ICF International, Inc.
  • new•Motorcar Parts of America, Inc.
  • new•Standard Motor Products, Inc.
  • new•Stoneridge, Inc.
  • newThese companies were removed either due to pending or completed acquisitions, the divestiture of the Company’s Fleet segment, or due to lower market capitalization and/or total shareholder return performance.
  • new•Leonardo DRS, Inc.

Removed from 2025

  • Cohn (1)Chief Financial OfficerBenjamin Thomas (2)Chief Operating OfficerFarinaz S.
  • TehraniSenior Vice President, Chief Legal Officer and Corporate SecretaryTarang Sharma (3)Chief Accounting Officer and Former Interim Chief Financial OfficerStephen D.
  • Griffin (4)Former Senior Vice President and Chief Financial OfficerChad M.
  • Wheeler (5)Former Group President, Fleet Segment
  • (1) Mr. Cohn joined the Company on September 3, 2024.
  • (2) Mr. Thomas was appointed as Chief Operating Officer on February 26, 2025.
  • Prior to such appointment, he served as President of the Company’s Aviation segment.
  • (3) Mr. Sharma served as interim CFO from May 27, 2024 to September 3, 2024.
  • Mr. Sharma is a NEO for purposes of this proxy statement as a result of service as interim CFO during 2024.
  • The design of Mr. Sharma's compensation components differs from the other NEOs, as further described below.
  • (4) Mr. Griffin separated from employment with the Company on May 29, 2024 and continued to provide consulting and advisory services until August 31, 2024.
  • (5) Mr. Wheeler separated from employment with the Company on November 5, 2024 and will continue to provide consulting services for up to one year thereafter.
  • 2024 Key Business Highlights
  • In 2024, the Company successfully advanced its strategic transformation from a diversified industrial business to a leading provider of aftermarket distribution and maintenance, repair, and overhaul (“MRO”) services for air and land transportation assets across commercial and government markets.
  • Throughout the year, the Company accelerated its portfolio transformation, expanded its geographic reach, introduced new distribution products and service capabilities, implemented newly awarded programs, and enhanced margins within its core aviation business.
  • Additionally, the Company divested the Federal and Defense business, a non-core business segment, sharpening its focus on higher-growth, higher-margin business areas.
  • These strategic milestones not only strengthened VSE’s market position but also directly influenced executive compensation decisions, reinforcing the Company's robust pay-for-performance philosophy and aligning executive rewards with shareholder value creation.
  • The achievement of these objectives contributed to above-target payouts under the Annual Incentive Plan and strong long-term incentive plan vesting outcomes, reflecting alignment between strategic goals and stockholder value.
  • The Company's key business achievements in 2024 included, among others:
  • Aviation
  • ▪Generated record full year segment revenue of $786.3 million;
  • ▪Acquired two leading commercial aviation aftermarket businesses, Turbine Controls and Kellstrom Aerospace Group, Inc. ("Kellstrom"), to expand into the higher-growth aerospace engine aftermarket;
  • ▪Completed the integration of Desser Aerospace’s U.S. distribution business;
  • ▪Executed on and scaled the Pratt & Whitney Canada program in Europe, the Middle East, and Africa;
  • ▪Opened a new Center of Excellence distribution facility in Hamburg, Germany;
  • ▪Launched a new manufacturing capability to support original equipment manufacturing (“OEM”) licensed products;
  • ▪Initiated the launch of a new e-commerce site; and
  • ▪Awarded Top Shop awards for “Best Accessories Class I, II, and III Repair” for VSE Aviation’s South Florida facility, “Best Galley Components Repair” for VSE Aviation’s Kentucky facility, and “Most Improved Supplier for 2024,” for Turbine Controls' South Florida facility, as recognized by Collins Aerospace.
  • Fleet
  • ▪Supported United States Postal Service (“USPS”) following their transition to a new Fleet Management Information System (“FMIS”);
  • ▪Scaled Memphis distribution facility to support Commercial e-commerce fulfillment operations;
  • ▪Continued above-market revenue growth in commercial and e-commerce segments, further supporting long-term customer diversification strategy; and
  • ▪Conducted a strategic review of the segment, culminating in the Company signing a definitive agreement in February 2025 to divest of the Fleet segment.
  • Corporate
  • ▪Divested and separated the Company's Federal & Defense Services segment;
  • ▪Completed two follow-on equity offerings with aggregate net proceeds to the Company of approximately $325.8 million; and
  • ▪Relocated the Company’s corporate headquarters to Miramar, Florida.
  • The CFO pie chart represents Mr. Cohn's annualized total target compensation mix for 2024 and excludes both Mr. Sharma's compensation, given the interim nature of his service as Chief Financial Officer, and Mr. Griffin's compensation, given his departure from the Company in May 2024.
  • The other NEOs pie chart represents the average of Mr. Thomas and Ms. Tehrani's annualized total target compensation mix for 2024 and excludes Mr. Wheeler's compensation given his departure as an employee from the Company in November 2024.
  • In determining compensation for 2024, the Compensation Committee retained NFP Compensation Consulting (“NFP”), an independent national compensation consulting firm, as the Committee's independent compensation consultant to advise on executive and director compensation matters.
  • In April 2024, NFP was acquired by Aon plc ("Aon"), an independent global compensation consulting firm.
  • Following the acquisition, Aon Human Capital Solutions practice, a division of Aon, became the Compensation Committee's independent compensation consultant.
  • NFP provided these services to the Compensation Committee until April 2024 when it was acquired by Aon, and Aon has provided these services starting in May 2024.
  • After considering the results of this advisory vote, the Compensation Committee determined that these results demonstrated a strong level of support for the Company's executive compensation program.
  • The Compensation Committee did not make any changes to the compensation decisions and policies for 2024 that were specifically driven by the advisory vote.
  • In March 2024, an independent compensation consultant conducted a comprehensive risk assessment of the Company’s compensation structure.
  • For 2024 compensation decisions, the Compensation Committee utilized a peer group recommended by compensation consultant NFP in mid-2023, which included certain peers also used by Institutional Shareholder Services (ISS).
  • Given the Company’s strategic business transformation initiatives, including the divestiture of its Federal and Defense business segment, NFP recommended adjustments to the existing compensation peer group to better align with the Company’s evolving market focus in the Aviation and Fleet markets.
  • To reflect this strategic shift, NFP recommended the removal of the following companies from the prior peer group:
  • •CRA International, Inc.
  • •Horizon Global Corporation
  • •Huron Consulting Group Inc.
  • These companies were removed due to the divestiture of the Company’s Federal and Defense business segments.
  • Conversely, NFP recommended the addition of the following companies to better represent the Company’s increased focus in the aerospace sector and growth in market capitalization:
  • •Hexcel Corporation
  • The revised peer group comprised publicly traded companies of comparable size (based on revenue, market capitalization, enterprise value, asset size, and total stockholder return) within the diversified support services industry, specifically including aerospace and automotive trading companies and distributors.
  • NFP advised that these changes positioned the Company at approximately the 42nd percentile on average for revenue, market capitalization, enterprise value, asset size, and three-year total shareholder return relative to the peer group.
  • Review and Adjustments for 2025 Compensation Peer Group
  • In July 2024, the Compensation Committee, with support from compensation consultant Aon, reviewed the existing 2024 Compensation Peer Group to prepare for 2025 compensation decisions.
  • Aon’s peer selection process focused on publicly traded companies involved in parts and distribution, with an emphasis on commercial and professional services, diversified support services, capital goods (including aviation manufacturing), and automotive and components industries.
  • The selection criteria included:
  • •Revenues ranging from approximately one-third to three times the Company’s revenue
  • •Market capitalization ranging from approximately 0.2 times to five times the Company’s market capitalization
  • •Comparable total shareholder returns
  • •Albany International Corp.
  • •FTAI Aviation Ltd.
  • •Woodward, Inc.
  • Peer Company2024 CompensationPeer Group (1)2025 Compensation (2)Peer GroupAAR Corp.üüAerSale CorporationüüAstronics CorporationüüDorman Products, Inc.üüDucommun IncorporatedüüH&E Equipment Services, Inc.üüHeritage-Crystal Clean, IncüICF International, Inc.üüKaman CorporationüMotorcar Parts of America, Inc.üüStandard Motor Products, Inc.üüStoneridge, Inc.üüAir Transport Services Group, Inc.üüBarnes Group Inc.üü Hexcel CorporationüüTriumph Group, Inc.üüAlbany International Corp.üFTAI Aviation Ltd.üWoodward, Inc.ü
  • (1) For the 2024 Compensation Peer Group, as compared to the prior peer group, based on NFP's recommendation, the Company removed AeroVironment, Inc., CRA International, Inc., Horizon Global Corporation, Huron Consulting Group Inc. and Kratos Defense & Security Solutions, Inc., because of the divestiture of the Company's Federal and Defense segment, and added Air Transport Services Group, Inc., Barnes Group Inc., Hexcel Corporation, and Triumph Group, Inc., because of the increase in the Company's market capitalization and additional focus on the aviation sector.
  • and Woodward, Inc. as new members of the peer group because they met the industry focus (aviation), market and size criteria, and had strong one-year and three-year TSR performance.
  • Cuomo, Thomas, Griffin and Wheeler to reflect a market adjustment to align base salaries to an average of approximately 7% above the 2024 Compensation Peer Group median.
  • For Mr. Thomas, the increase in base salary was also in recognition of the expansion of the size and scope of the Aviation business segment relative to 2023.
  • Mr. Sharma’s base salary was increased because of expanded and additional responsibilities associated with the Chief Accounting Officer position.
  • Cuomo$848,000$900,0006.1%Adam R.
  • Cohn (1)$—$550,000—%Benjamin Thomas$368,880$450,00022.0%Farinaz S.
  • Tehrani$371,000$371,000—%Tarang Sharma (2)$280,000$310,00010.7%Stephen D.
  • Griffin$464,400$495,0006.6%Chad M.
  • Wheeler$392,840$408,5544.0%
  • (1) Mr. Cohn joined the Company on September 3, 2024.
  • His actual salary for 2024 was $183,333, which was pro-rated for his employment term for 2024.

More changes truncated for legibility. Open the filings on SEC for full prose.

Cells reading “Not extracted” mean the deterministic extractor didn’t pick up that disclosure for the listed filing — not that it isn’t in the proxy. Open the company workspace and use Ask to query the CD&A directly.