Independent
Tenure on this board
10.3 yrs
7 nominees · 3 ballot items.
Election of seven directors; advisory vote to approve named executive officer compensation (Say on Pay); and ratification of PwC as independent auditor for 2026.
Elect seven directors to hold office until the next annual meeting or until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
This advisory 'Say on Pay' proposal asks shareholders to approve, on a non-binding basis, the compensation of the company’s named executive officers as disclosed in the proxy materials. Management seeks approval to confirm that the structure and implementation of executive pay — which includes base salary, annual cash bonuses, and long-term equity awards split between time-based RSUs and performance-based PSUs tied to relative TSR versus the Russell 2000 — align with company strategy and shareholder interests. The board and Compensation Committee recommend a 'For' vote, citing alignment of incentives, multi-year vesting to discourage excessive risk-taking, use of peer benchmarking and oversight by an independent compensation committee and consultant, and prior strong shareholder support (95.56% approval in 2025). The vote is advisory and non-binding, but the Compensation Committee intends to review results and consider any significant negative vote when making future decisions. Important context includes recent leadership transition (new CEO appointed in April 2026), multi-year equity performance metrics, and past high shareholder approval, which suggest limited controversy but warrant monitoring if future votes show reduced support.
Ratify PricewaterhouseCoopers LLP as the company's independent auditor for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Global Alpha Capital Management Ltd. | 9.47% | 1,456,998 | $40M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.63% | 712,364 | $19M |
| 3 | BROWN BROTHERS HARRIMAN CO | 4.31% | 662,544 | $18M |
| 4 | AMERICAN CENTURY COMPANIES INC | 3.09% | 474,944 | $13M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.75% | 422,303 | $11M |
| 6 | BlackRock, Inc. | 2.44% | 375,552 | $10M |
| 7 | BlackRock, Inc. | 2.37% | 365,093 | $10M |
| 8 | ACADIAN ASSET MANAGEMENT LLC | 2.36% | 363,204 | $10M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 2.20% | 337,735 | $9M |
| 10 | STATE STREET CORP | 1.48% | 227,527 | $6M |
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