Not independent
Tenure on this board
0.9 yrs
5 nominees · 4 ballot items.
Elect five directors; approve amendment to increase shares under the 2025 Equity Incentive Plan by 1,000,000; ratify CBIZ CPAs P.C. as independent registered public accountants; and approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers.
Elect five (5) members of the Company’s board of directors to serve until the next annual meeting and until their successors are elected and qualified.
Approve an amendment to increase the number of shares authorized under the 2025 Plan by 1,000,000 shares (from 750,000 to 1,750,000).
This management proposal seeks shareholder approval to amend the Company’s 2025 Equity Incentive Plan by increasing the share reserve by 1,000,000 shares, raising the pool from 750,000 to 1,750,000 shares. Management advances this request because it has largely exhausted the shares available under the 2025 Plan (only 252,784 shares remained at the time of the proxy) and anticipates ongoing need to grant equity awards to attract, retain and motivate employees, executives, directors and consultants. The amendment is framed as a retention and incentive tool: additional equity awards align employee interests with long-term shareholder value and allow the Company to remain competitive in its industry for talent. The Board and the Compensation Committee control administration and discretionary terms (types of awards, exercise prices, vesting schedules, change-in-control treatment), which concentrates grant timing and sizing power in management, creating potential dilution and governance trade-offs for shareholders. The Company discloses that shares underlying expired, cancelled or forfeited awards generally become available again but also makes explicit that shares used to pay option exercise prices and for tax withholding do not recycle, affecting the effective longevity of the reserve. Stockholder approval is required under the Company’s bylaws and applicable law; the Board unanimously recommends the amendment and frames it as in the best interests of the Company and its shareholders because equity awards are integral to retention and alignment. Key risks for shareholders include dilution (the proposed increase represents material additional authorized issuance relative to outstanding shares) and the potential for misaligned grant practices if governance controls are weak; mitigating factors include Board oversight via the Compensation Committee and disclosure obligations. In assessing the proposal’s merits, an analyst should weigh the Company’s current equity run-rate and hiring plans, historical burn and vesting practices, potential dilution percent, and whether the Compensation Committee’s discretion is appropriately constrained by repricing/transfer and individual award limits.
Ratify the Board’s selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to express approval or disapproval of the Company’s disclosed executive compensation program (a Say-on-Pay vote). Management frames compensation around a pay-for-performance philosophy, combining cash salaries, bonuses and equity awards intended to attract and retain executives while aligning their interests with long-term shareholder value. Because the vote is advisory, it does not alter existing awards but provides important feedback the Compensation Committee and Board will consider when designing future pay arrangements. The Company emphasizes alignment via equity incentives and lists specific program objectives (rewarding performance, retaining talent, linking pay to long-term shareholder returns), and discloses material elements of pay in the proxy (summary compensation table, equity grants and employment arrangements). From a governance perspective, the advisory nature reduces immediate legal consequences, but a clear shareholder rejection could lead to re-designs or enhanced disclosure; conversely, support validates current policies and reduces activist or proxy-risk. Analysts should examine the mix of cash versus equity pay, recent grant practices (including dilution from option grants and director awards), potential related-party dynamics following the Share Exchange and the controlling shareholder position, and whether compensation outcomes are materially correlated with company performance metrics disclosed in the proxy. The Board’s unanimous recommendation and commitment to consider the vote’s outcome is standard practice but does not remove potential conflicts (e.g., substantial equity grants to insiders); investors should monitor subsequent compensation committee actions and any changes to pay-for-performance metrics as indicators of responsiveness to shareholder feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Alyeska Investment Group, L.P. | 7.67% | 3,375,375 | $5M |
| 2 | GSA CAPITAL PARTNERS LLP | 0.38% | 167,906 | $242K |
| 3 | MORGAN STANLEY | 0.15% | 66,825 | $96K |
| 4 | JANE STREET GROUP, LLC | 0.13% | 56,819 | $82K |
| 5 | Steward Partners Investment Advisory, LLC | 0.11% | 50,000 | $72K |
| 6 | CITIGROUP INC | 0.11% | 48,626 | $70K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.10% | 44,755 | $64K |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 0.08% | 34,246 | $49K |
| 9 | BlackRock, Inc. | 0.07% | 32,110 | $46K |
| 10 | Squarepoint Ops LLC | 0.06% | 26,812 | $39K |
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