Table of Contents
- 1. Notice of Annual MeetingPage 2
- 2. Corporate Governance & Board LeadershipPage 3
- 3. Executive Compensation & Say-on-PayPage 5
- 4. Shareholder Proposals & Voting ProceduresPage 7
- 5. Forward-Looking Statements & Legal NoticesPage 9
1. Notice of Annual Meeting
The Annual Meeting of Shareholders of Aevum Zenth Conglomerate (the "Company") will be held on Tuesday, April 18, 2025, at 10:00 AM Central Time, virtually via the secure webcast platform at investor.aevumzenth.com/meeting.
Only shareholders of record as of the close of business on February 28, 2025, are entitled to notice of and to vote at the meeting and any adjournments or postponements thereof. At the meeting, shareholders will be asked to vote on the following proposals:
- Proposal 1: Election of seven Class I and Class II Directors to the Board of Directors.
- Proposal 2: Advisory (non-binding) vote on executive compensation ("Say-on-Pay").
- Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Proposal 4: Shareholder proposal regarding enhanced climate risk disclosure.
2. Corporate Governance & Board Leadership
The Board of Directors of Aevum Zenth Conglomerate oversees the strategic direction, risk management, and long-term value creation of our diversified enterprise. Our governance framework aligns with the highest standards of transparency, accountability, and shareholder stewardship.
Board Composition & Committees
| Director | Age | Position / Affiliation | Committee Memberships |
|---|---|---|---|
| Elena V. Rostova | 58 | Chair of the Board, Former Managing Director, Global Infrastructure Partners | Executive, Corporate Governance & Nominating |
| Dr. Marcus Chen | 64 | Independent Director, Former CEO, Meridian Health Sciences | Audit & Risk (Chair), Compensation |
| Sarah J. Whitmore | 51 | Independent Director, Partner, Whitmore & Associates (Cybersecurity) | Audit & Risk, Technology & Innovation |
| Rajiv Patel | 56 | Independent Director, Former CFO, Atlas Energy Group | Compensation (Chair), Corporate Governance |
| Colin A. Vance | 49 | CEO, Aevum Zenth Conglomerate | None (Management) |
| Dr. Aisha Nkemelu | 61 | Independent Director, Former Dean, Zurich Institute of Advanced Physics | Technology & Innovation (Chair), Environmental & Sustainability |
| David T. O'Connor | 55 | Independent Director, Former General Counsel, Sovereign Capital Ltd. | Corporate Governance & Nominating (Chair), Compensation |
The Board maintains a majority of independent directors, with strict independence criteria evaluated annually in accordance with NYSE and SEC guidelines. All directors are nominated through a rigorous, transparent process overseen by the Corporate Governance & Nominating Committee.
3. Executive Compensation & Say-on-Pay
The Compensation Committee designs and oversees executive compensation programs that align leadership incentives with long-term shareholder value, operational excellence, and ESG performance targets across our 400+ subsidiary network.
2024 Summary Compensation Table
| Name & Principal Position | Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Colin A. Vance CEO |
2024 | 2,150,000 | 12,400,000 | 3,200,000 | 8,750,000 | 340,000 | 26,840,000 |
| Priya Sharma COO |
2024 | 1,450,000 | 6,800,000 | 1,500,000 | 4,200,000 | 210,000 | 14,160,000 |
| Jonathan R. Hayes CFO |
2024 | 1,350,000 | 5,900,000 | 1,200,000 | 3,800,000 | 185,000 | 12,435,000 |
Long-term incentive awards are structured with multi-year performance metrics, including relative total shareholder return (TSR), divisional EBITDA growth, capital allocation efficiency, and sustainability KPIs. Vesting schedules range from 3 to 5 years, with clawback provisions aligned with SEC recovery rules.
4. Shareholder Proposals & Voting Procedures
The Board recommends a vote FOR each of the Company's nominees and proposals, and AGAINST the shareholder proposal regarding enhanced climate risk disclosure, as the Company already exceeds SEC and TCFD disclosure requirements through its integrated ESG reporting framework.
Voting Methods
- Internet: Visit vote.aevumzenth.com and enter the control number from your proxy card.
- Telephone: Call 1-800-690-6903 (toll-free) using the keypad instructions.
- Mail: Complete, sign, date, and return the proxy card in the prepaid envelope.
Proxies submitted via internet or telephone will be recorded as received on or before 11:59 PM Eastern Time on April 17, 2025. Mailed proxy cards must be received by April 16, 2025, to be counted.
Quorum & Voting Requirements
A quorum requires the presence, in person or by proxy, of shares representing a majority of the outstanding shares entitled to vote. Directors will be elected by a plurality of votes cast. Proposal 2 requires an advisory majority. Proposal 3 requires approval by a majority of shares present and voting. Proposal 4 requires approval by a majority of shares present in person or represented by proxy.
5. Forward-Looking Statements & Legal Notices
This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events, financial performance, strategic initiatives, ESG targets, and regulatory developments. Forward-looking statements are identified by terms such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "projects," or similar expressions.
Actual results may differ materially due to factors including macroeconomic volatility, supply chain disruptions, regulatory changes across our 62-country footprint, technological adoption rates, competitive dynamics, and integration risks from strategic acquisitions. Aevum Zenth undertakes no obligation to update forward-looking statements except as required by applicable securities laws.
By Order of the Board of Directors,
Sarah L. Vance
Corporate Secretary
Aevum Zenth Conglomerate
Zenth Tower, Neo Geneva