Independent
Tenure on this board
10.4 yrs
5 nominees · 3 ballot items.
Elect five directors; ratify KPMG LLP as independent auditors for fiscal 2026; and cast an advisory (non-binding) vote to approve named executive officer compensation as disclosed in the proxy statement.
Elect five (5) directors to serve until the 2027 Annual Meeting and until their successors are duly elected and qualified.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.
Advisory (non-binding) resolution 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 Company’s disclosed compensation for its named executive officers. Management is presenting the vote as required by the Dodd-Frank Act and SEC rules to give shareholders a mechanism to express approval or disapproval of executive pay decisions already made. The proxy statement discloses that the Compensation Committee oversees a program combining base salary, short-term cash incentives (recently restructured to an EBITDAS-based metric for fiscal 2025), and long-term equity awards (options and RSUs) to align executive interests with shareholder value and to retain key executives. Notable company-specific elements include multi-year option grants to the CEO (including an out-of-the-money 400,000-share option replacing prior RSU commitments, and subsequent special grants), acceleration and forfeiture provisions tied to termination and change-in-control events, and a clawback policy adopted in 2023 for certain incentive compensation tied to accounting restatements. Management emphasizes that the program is designed to incentivize profitability, retention and long-term stock performance, while the Compensation Committee retains discretion over payouts and has implemented controls (insider trading windows, grant timing policy) intended to mitigate misuse. Because the vote is advisory, it will not bind the Board, but the Compensation Committee will consider the outcome when setting future compensation and policies; management therefore recommends a FOR vote, arguing the disclosed programs are appropriate, competitive and aligned with shareholder interests. Proxy advisors and investors will evaluate the mix of pay, the sizable option grants to the CEO, recent amendments to award terms, and the company’s performance metrics (including recent negative net income in fiscal 2025) when assessing governance and pay-for-performance alignment. Ultimately, the proposal functions as a governance signal: an affirmative result supports management’s approach to compensation, while significant shareholder opposition would trigger Board and Compensation Committee review and potential changes to the compensation program.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | First Eagle Investment Management, LLC | 5.74% | 832,056 | $10M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.89% | 564,327 | $7M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 3.52% | 509,824 | $6M |
| 4 | ACADIAN ASSET MANAGEMENT LLC | 3.22% | 466,837 | $5M |
| 5 | MILLENNIUM MANAGEMENT LLC | 3.13% | 453,597 | $5M |
| 6 | Pacific Ridge Capital Partners, LLC | 2.80% | 405,371 | $5M |
| 7 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.52% | 365,387 | $4M |
| 8 | MARSHALL WACE, LLP | 2.26% | 327,829 | $4M |
| 9 | TWO SIGMA INVESTMENTS, LP | 1.84% | 266,856 | $3M |
| 10 | JANE STREET GROUP, LLC | 1.62% | 234,664 | $3M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.