Independent
Tenure on this board
7.5 yrs
4 nominees · 3 ballot items.
Stockholders will vote to elect four Class II directors, ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, and cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers.
Elect four Class II director nominees (Raymond Cheesman, Brian Hodges, Howard D. Morgan, and John M. Piecuch) to serve three-year terms until the 2029 annual meeting.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for the 2026 fiscal year.
Non-binding, advisory approval of the compensation paid to 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 disclosure and structure of the Company’s named executive officer (NEO) compensation as presented in the proxy. Management is seeking shareholder approval to validate its compensation philosophy and practices, which include base salaries, annual cash bonuses tied to company and individual performance metrics (including adjusted EBITDA and free cash flow), time-based restricted stock units, performance-based restricted stock units tied to free cash flow goals, and market-based restricted stock units tied to total shareholder return (TSR). As a smaller reporting company, the Company provides scaled disclosures but highlights sizable equity awards and incentive structures aligning NEO pay with multi-year operational and market performance. The Board recommends a FOR vote, emphasizing that the Compensation Committee oversees pay programs designed to attract and retain executives and align management incentives with long-term stockholder value. The proposal is non-binding, but the Board states that it will consider the vote’s outcome when evaluating future compensation decisions, signaling responsiveness to shareholder sentiment. Key contextual considerations include the Company’s recent financial performance (notably a decline in net income year-over-year despite an increase in total shareholder return) and the materiality of equity-based compensation that can cause volatility in ‘‘compensation actually paid’’ metrics. For an analyst, the principal issues are whether incentive metrics (FCF, adjusted EBITDA, TSR) are sufficiently rigorous and transparent, whether equity awards and vesting schedules create appropriate long-term alignment without excessive dilution, and whether the Compensation Committee’s governance (independence, disclosure, and use of market comparators) is robust. Given the Board’s unified recommendation and the Company’s stated intent to heed shareholder feedback, a FOR vote supports management’s current pay framework while leaving shareholders the option to influence future program design through continued engagement and future advisory votes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 3.8% | 1,901,616 | $13M |
| 2 | ROYCE ASSOCIATES LP | 3.5% | 1,787,807 | $12M |
| 3 | VANGUARD GROUP INC | 2.4% | 1,191,729 | $8M |
| 4 | JENNISON ASSOCIATES LLC | 2.2% | 1,118,908 | $8M |
| 5 | BlackRock, Inc. | 1.6% | 802,728 | $5M |
| 6 | DIAMOND HILL CAPITAL MANAGEMENT INC | 1.2% | 617,887 | $4M |
| 7 | First Eagle Investment Management, LLC | 1.1% | 539,689 | $4M |
| 8 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 1.1% | 538,406 | $4M |
| 9 | Invesco Ltd. | 1.1% | 531,254 | $4M |
| 10 | STATE STREET CORP | 1.0% | 483,918 | $3M |
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