Not independent
Tenure on this board
5.0 yrs
8 nominees · 3 ballot items.
Elect eight directors to the Board; ratify Deloitte & Touche LLP as independent auditors for 2026; and approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
Elect eight (8) directors named in the proxy statement to the Company’s Board of Directors, each to serve until the 2027 Annual Meeting and until their successors are duly elected and qualify.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 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 approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement. Management is seeking shareholder affirmation primarily as an advisory ‘say-on-pay’ vote required under Section 14A of the Exchange Act and Section 951 of the Dodd‑Frank Act, and to solicit investor feedback to inform future pay decisions. The compensation program is notable because the Company is externally managed: NEOs are employees of the Manager or its affiliates, and the Manager receives a base management fee and potential incentive fees, with certain reimbursements for executive wages subject to Board or Compensation Committee approval. The proxy discloses that the Compensation Committee engages an independent consultant (Ferguson Partners Consulting) and that compensation includes a combination of base salary, a short‑term incentive plan (STIP) tied to an adjustable income metric and individual performance, and long‑term incentive awards (LTIP) that are time‑based and performance‑based, with Relative TSR and Relative Book Value TSR measures. The Company also describes governance safeguards including Compensation Committee oversight, stock ownership guidelines, a recovery (“clawback”) policy and severance protections, and notes that prior say‑on‑pay support was strong (97.9% in 2025). Management’s counter‑argument to potential shareholder concerns emphasizes alignment of NEO interests with stockholders via equity awards, use of market‑referenced metrics and independent consultant input, and that the vote is advisory but will be considered in future compensation decisions. Because the Company is externally managed and certain reimbursements to the Manager are contractually permitted (with recent Management Agreement changes narrowing reimbursement for the CEO unless he devotes 100% of his time), this context is material to assessing whether pay is appropriately aligned and subject to independent oversight. The Board recommends a FOR vote, arguing that the disclosed program is designed to incentivize performance, align compensation with stockholder returns, and is subject to committee oversight and consultant review, while acknowledging the non‑binding nature of the advisory vote and that results will be taken into account in future compensation determinations.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MORGAN STANLEY | 20.76% | 5,172,061 | $43M |
| 2 | DAVIDSON KEMPNER CAPITAL MANAGEMENT LP | 14.66% | 3,652,673 | $30M |
| 3 | VICTORY CAPITAL MANAGEMENT INC | 6.60% | 1,643,382 | $14M |
| 4 | MASTERS CAPITAL MANAGEMENT LLC | 4.01% | 1,000,000 | $8M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.13% | 779,690 | $6M |
| 6 | BlackRock, Inc. | 2.53% | 629,987 | $5M |
| 7 | STATE STREET CORP | 1.67% | 416,735 | $3M |
| 8 | JACOBS ASSET MANAGEMENT, LLC | 1.51% | 375,000 | $3M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.32% | 329,875 | $3M |
| 10 | WOLVERINE ASSET MANAGEMENT LLC | 0.92% | 229,882 | $2M |
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