Not independent
Tenure on this board
6.3 yrs
3 nominees · 4 ballot items.
Elect three Class II directors (Ryan Greenawalt, Andrew Studdert, Colin Wilson); ratify Deloitte & Touche LLP as independent registered public accounting firm for 2026; approve, in a non-binding advisory vote, the compensation of the named executive officers (say-on-pay); and approve the First Amendment to the 2020 Omnibus Incentive Plan to increase the share reserve, allow beneficiary designations, extend the plan term, and update administrative provisions.
Elect three Class II director nominees—Ryan Greenawalt, Andrew Studdert, and Colin Wilson—to serve two-year terms expiring in 2028.
Ratify the appointment of Deloitte & Touche LLP as Alta’s independent registered public accounting firm for fiscal year 2026.
A non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis and compensation tables.
This proposal asks shareholders to cast a non-binding advisory vote approving the compensation disclosed for the Company’s named executive officers (NEOs) for 2025. Management seeks this advisory approval to obtain shareholder feedback on the Company’s pay programs and to demonstrate alignment between executives’ incentives and shareholder interests; pursuant to SEC rules, the Board also uses the results to inform future compensation decisions. The Company’s pay program emphasized a pay-for-performance philosophy in 2025: a modest base salary combined with a heavily weighted mix of annual cash incentives tied to Economic EBIT Yield and Adjusted Pre-Tax Net Income and long-term equity awards (time-based RSUs and performance-based PSUs) designed to promote retention and long-term alignment. The proxy discloses that the Compensation Committee engages independent consultants, uses a 17-company peer group for benchmarking, and that the 2025 AIP and PSU metrics were largely tied to Economic EBIT Yield (40%) and Adjusted Pre-Tax Net Income (30%), with individual performance at 30%. The Board points to historical shareholder support (98% approval in 2025) and the structure of equity awards and vesting schedules as evidence of alignment, and it commits to considering the say-on-pay vote outcome when setting future compensation. Because the vote is advisory, approval will not change contractual rights but serves as an important governance signal; a vote against would typically signal shareholder concern about pay levels, incentive metrics, or dilution from equity awards and would prompt further engagement and potential design changes by the Compensation Committee. The proposal therefore functions both as a governance checkpoint and as a mechanism for the Board to validate or recalibrate pay practices given company performance, peer positioning, and shareholder expectations.
Approve the First Amendment to the 2020 Omnibus Incentive Plan to increase the share reserve, permit participants to designate beneficiaries, extend the plan’s award-granting period to the ten-year anniversary of the amendment’s effective date, and update certain administrative provisions.
This management proposal requests shareholder approval of a First Amendment to the Company’s 2020 Omnibus Incentive Plan to materially expand and refresh the equity pool and make operational updates. Specifically, the amendment would (a) increase the authorized share reserve (the filing discloses an increase of 2,688,238 shares, bringing total authorized shares to 6,156,238 and resulting in 3,253,217 shares available for future grants as of the amendment), (b) permit participants to designate beneficiaries for awards, (c) extend the plan’s award-granting window to the ten-year anniversary of the amendment’s effective date, and (d) update and clarify administrative provisions. Management and the Compensation Committee argue the increase is necessary because, as of April 2, 2026, only 564,979 shares remained available under the Plan and the additional reserve is expected to support equity grants sufficient for the Company’s hiring, retention, and incentive needs for approximately three years. From a governance perspective, the proposal is framed as essential to preserve the Company’s ability to deliver stock-settled awards integral to long-term incentives and alignment; if not approved, the Company expects to exhaust its stock-settled award capacity and be forced to rely on cash-settled awards instead. Key shareholder considerations include potential dilution from the increased share authorization and how the Company’s historical burn rate, equity grant practices (mix of RSUs and PSUs), and performance-based vesting conditions mitigate dilution concerns. The amendment retains limits and controls—including an annual per-director value cap and administrator discretion over grants—but shareholders will weigh whether those safeguards and disclosed grant practices (peer benchmarking, Compensation Committee oversight, and use of performance metrics) are sufficient. Approving the amendment also triggers a Form S-8 filing to register the additional shares; governance-focused investors may press for continued disclosure on expected use of the new reserve, cadence of grants, and post-approval monitoring of dilution and pay-for-performance alignment. Overall, the Board recommends FOR because it views the amendment as necessary to maintain competitive compensation practices, but the proposal requires shareholders to balance the operational need for equity to incentivize management and employees against dilution and long-term shareholder value considerations.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Mill Road Capital Management LLC | 13.44% | 4,373,208 | $23M |
| 2 | Voss Capital, LP | 7.45% | 2,424,100 | $13M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.19% | 1,036,470 | $6M |
| 4 | CastleKnight Management LP | 3.03% | 984,688 | $5M |
| 5 | Nantahala Capital Management, LLC | 2.87% | 934,774 | $5M |
| 6 | BlackRock, Inc. | 2.43% | 790,506 | $4M |
| 7 | First Eagle Investment Management, LLC | 2.25% | 730,437 | $4M |
| 8 | BlackRock, Inc. | 2.07% | 674,617 | $4M |
| 9 | ROYCE ASSOCIATES LP | 1.72% | 560,783 | $3M |
| 10 | STATE STREET CORP | 1.59% | 515,764 | $3M |
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