Independent
Tenure on this board
9.2 yrs
7 nominees · 3 ballot items.
Elect seven directors; ratify Tanner LLP as independent registered public accounting firm for 2026; and approve, on an advisory basis, the compensation of the Company’s named executive officers (Say-on-Pay).
Elect seven (7) directors to serve until the 2027 Annual Meeting of Shareholders.
Ratify the appointment of Tanner LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the Proxy Statement.
This advisory (non-binding) Say-on-Pay proposal asks shareholders to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy materials, including the Executive Compensation section and related tables. Management seeks this approval to affirm that its pay practices align with shareholder interests by linking compensation to Company and individual performance, retention, and long-term incentives administered under the Compensation Committee and the 2020 Incentive Plan. The Compensation Committee describes a mix of base salary, discretionary annual bonuses, long-term equity awards (RSUs and historically stock options), and a contractual incentive for the CEO as elements of the program; management emphasizes that awards are intended to motivate, retain, and align executives with shareholder value creation. The Board notes that the vote is advisory and non-binding, but indicates it will evaluate and consider actions if there is significant shareholder opposition. The proxy discloses prior strong shareholder support (94.5% approval in 2025), which management cites as validation of its approach, but also acknowledges the Compensation Committee will review feedback if needed. Potential governance considerations include the advisory nature of the vote, the role of discretionary bonuses and contractual CEO incentives, and the linkage of equity awards to long-term performance; a lower vote could prompt governance changes or increased disclosure. Management recommends a FOR vote, arguing that the compensation program is reasonable given company size, performance, and retention needs; however, shareholders evaluating the proposal should weigh the CEO’s contractual bonus provisions and discretionary elements against pay-for-performance metrics and historical outcomes. In the event of significant negative shareholder feedback, the Compensation Committee commits to reassess compensation practices and consider adjustments to better align with investor expectations. The outcome is an important signal about investor sentiment toward executive pay but does not mandate changes absent Board action.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | NEEDHAM INVESTMENT MANAGEMENT LLC | 6.29% | 642,500 | $3M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.42% | 553,674 | $2M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 5.33% | 544,072 | $2M |
| 4 | BlackRock, Inc. | 1.99% | 203,826 | $905K |
| 5 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 1.38% | 141,226 | $627K |
| 6 | ACADIAN ASSET MANAGEMENT LLC | 1.31% | 133,352 | $592K |
| 7 | DIMENSIONAL FUND ADVISORS LP | 1.23% | 125,481 | $557K |
| 8 | GROUP ONE TRADING LLC | 1.11% | 113,071 | $502K |
| 9 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.77% | 78,525 | $349K |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 0.57% | 58,309 | $259K |
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