Not independent
Tenure on this board
13.5 yrs
Also a director at
Atlas Critical Minerals Corp (ATCX)
5 nominees · 4 ballot items.
Elect five directors; ratify Pipara & Co. LLP as independent auditor for 2026; approve, on a non-binding advisory basis, the compensation of named executive officers (say-on-pay); and approve the amended non-employee director compensation program increasing annual option awards and granting top-up awards.
Elect the five individuals named in the proxy statement (Marc Fogassa, Ambassador Roger Noriega, Cassiopeia Olson, Esq., Stephen R. Petersen, CFA and Admiral Flávio Rocha) to the Board of Directors, each to serve until the next annual meeting.
Ratify the Audit Committee’s appointment of Pipara & Co. LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) approval of the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks stockholders to cast a non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management is seeking this advisory approval to obtain stockholder feedback on pay practices and to demonstrate alignment between executive compensation and stockholder interests; the Board has committed to consider the results when making future compensation decisions. The Company is a smaller reporting company and uses a mix of base salary, annual bonuses, and significant equity-based awards (including stock options and performance-related shares) to attract and retain executives while aligning pay with long-term value creation. Historically the Company received strong stockholder support for executive compensation (approximately 97% in favor in 2024), which management cites as validation of its approach. Although advisory and non-binding, a negative vote could prompt the Board and Compensation Committee to reassess pay practices and increase engagement with major investors. The Board’s recommendation to vote “FOR” is based on the Compensation Committee’s determinations about competitive positioning, retention needs, and the structure of pay that emphasizes equity alignment. Risks for investors include potential misalignment if short-term incentives dominate, dilution from equity awards, and the large equity components reflected in Summary Compensation Table amounts; the proxy’s Pay Versus Performance section provides additional context on realized versus reported pay. Given the Company’s governance structure (a controlling shareholder holds substantial voting power) and the Board’s stated intention to consider vote outcomes, the advisory vote functions primarily as a measure of investor sentiment rather than a binding constraint on compensation. Institutional investors may weigh the advisory outcome alongside disclosures on pay practices, pay-for-performance metrics, and the Company’s disclosure that it will consider stockholder feedback when setting future compensation.
Approve an amendment to the non-employee director compensation program to increase annual stock option awards for non-employee directors (other than Mr. Rocha) from 10,000 to 15,000 shares, and to grant Top-Up Awards of 5,000 options to existing non-employee directors for 2026 service.
This management proposal requests stockholder approval to amend the Company’s non-employee director compensation program to increase annual stock option awards for non-employee directors (except Mr. Rocha) from 10,000 to 15,000 shares and to grant a one-time Top-Up Award of 5,000 options for service in 2026. Management frames the change as necessary to remain competitive and to further align directors’ economic interests with stockholders through equity ownership; the Board and Compensation Committee endorse the change, while noting that Mr. Rocha will be compensated in cash due to local market practices. The proposal raises governance considerations because the beneficiaries of the increase are non-employee directors themselves, which creates a direct economic interest; the filing discloses that directors have an interest in the proposal. The exercise price of the options ($0.0075 per share) is nominal relative to the April 1, 2026 closing price ($4.43), implying significant potential upside for award recipients and meaningful dilution to existing stockholders if exercised. The program’s terms (five-year option term, 12-month vesting schedule) and the Top-Up Awards timing (granted as soon as practicable after approval) are disclosed, enabling investors to assess vesting risk and potential near-term dilution. From a stewardship perspective, investors will weigh the benefits of stronger director alignment through equity against concerns about insider enrichment and dilution, especially given the Company’s controlling shareholder structure. If stockholders reject the proposal, the existing 10,000-option award program remains in effect and Top-Up Awards will not be made; the Board highlights that the change is intended to improve competitiveness of director compensation. The Board recommends a vote “FOR” on the basis that the amendment promotes alignment and market-competitive compensation, but investors should consider the magnitude of potential dilution and whether cash compensation for Mr. Rocha is appropriate and consistent with peer practice.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CITADEL ADVISORS LLC | 3.5% | 1,030,491 | $4M |
| 2 | Waratah Capital Advisors Ltd. | 2.5% | 749,217 | $3M |
| 3 | MARSHALL WACE, LLP | 2.5% | 748,998 | $3M |
| 4 | Cross Staff Investments Inc | 1.9% | 558,718 | $2M |
| 5 | Invesco Ltd. | 1.9% | 549,440 | $2M |
| 6 | JANE STREET GROUP, LLC | 0.7% | 204,833 | $891K |
| 7 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.6% | 166,073 | $722K |
| 8 | CITADEL ADVISORS LLC | 0.6% | 162,368 | $706K |
| 9 | GSA CAPITAL PARTNERS LLP | 0.5% | 140,770 | $612K |
| 10 | GROUP ONE TRADING LLC | 0.4% | 124,776 | $543K |
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