Not independent
Tenure on this board
3.6 yrs
4 nominees · 3 ballot items.
Election of four directors; ratification of Wolf & Company, P.C. as independent auditors for fiscal 2026; and an advisory (non-binding) vote to approve the Company’s named executive officer compensation.
Elect four director nominees (Ryan Blake, James Rizzo, Gerald Werdann, and Michael J. Widmer) to serve three-year terms expiring in 2029.
Ratify the Audit Committee’s appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory, non-binding vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (CD&A, compensation tables and related disclosures).
This advisory, non-binding proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy (CD&A, compensation tables and related material). Management is seeking shareholder approval to endorse its compensation design and to obtain clear shareholder feedback; the Board notes its compensation program uses benchmarking to a Northeast peer group, an independent consultant (Meridian), a mix of base salary, annual incentives, and equity-based long-term incentives, and governance features such as a clawback policy, prohibition on hedging/pledging, and double-trigger change-in-control protections. Company performance in 2025 was challenged — the Company reported a net loss of $12.5 million and a decline in TSR — which heightens investor scrutiny of pay-for-performance alignment despite prior strong say-on-pay support (approximately 92% approval in 2025). The Compensation Committee highlights that base salaries were generally unchanged for 2025, equity awards were granted to align management with shareholders, and annual incentives use defined metrics with limited committee discretion. Because the vote is advisory, it does not change fiduciary duties or bind the Board, but the Compensation Committee indicates it will consider the vote outcome when setting future pay. The Board’s recommendation for a FOR vote rests on its view that the program advances retention and alignment with shareholder interests while including governance safeguards and oversight. Investors evaluating this proposal should weigh the Company’s recent financial deterioration and the structure of incentive metrics against the governance controls and the Company’s rationale for its pay decisions. The non-binding nature of the vote means its primary value is as feedback to the Compensation Committee rather than an immediate contractual change in compensation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 4.99% | 865,716 | $8M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.86% | 670,197 | $6M |
| 3 | BlackRock, Inc. | 3.35% | 581,752 | $5M |
| 4 | BlackRock, Inc. | 2.38% | 413,547 | $4M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.23% | 387,208 | $3M |
| 6 | ALLIANCEBERNSTEIN L.P. | 2.16% | 375,503 | $3M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 1.99% | 345,194 | $3M |
| 8 | STATE STREET CORP | 1.60% | 277,044 | $2M |
| 9 | AMERICAN CENTURY COMPANIES INC | 1.04% | 180,332 | $2M |
| 10 | LOS ANGELES CAPITAL MANAGEMENT LLC | 0.88% | 153,137 | $1M |
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