Independent
Tenure on this board
2.4 yrs
1 nominee · 5 ballot items.
Election of one Class II director; advisory vote to approve named executive officer compensation (say-on-pay); advisory vote on frequency of say-on-pay (say-on-frequency); ratification of FGMK, LLC as independent registered public accounting firm; approval of an amendment to the 2024 Equity Incentive Plan increasing shares by 2,650,000.
Elect Daniel Hynes as a Class II Director to serve until the 2029 Annual Meeting.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to approve, on a non-binding advisory basis, the disclosed compensation of the company’s named executive officers (NEOs) for 2025 as presented in the proxy statement, including tabular disclosures and narrative. Management seeks this vote to comply with Section 14A of the Exchange Act and Dodd-Frank requirements, demonstrate responsiveness to shareholder views, and validate the Board and Compensation Committee’s pay decisions. The board recommends a vote FOR, arguing that the compensation program aligns executives' incentives with company performance, incorporates long-term equity awards, and includes governance safeguards (clawback policy, limits on repricing, and non-automatic vesting upon change-in-control). The proposal is non-binding and will not compel changes, but a significant negative vote could prompt the Board to reassess compensation practices. Given the company’s smaller reporting company status, disclosures are limited but include detailed employment agreements and significant equity awards to the CEO and CFO; the context includes a recent equity plan and substantial equity grants that drive “compensation actually paid” figures. Analysts should weigh the scale of equity dilution requested in Proposal 5 and the company’s recent performance when evaluating the appropriateness of NEO pay.
Non-binding advisory vote to select how often the company should hold future advisory votes on executive compensation (1, 2, or 3 years).
The Board requests that stockholders indicate their preferred frequency for future advisory votes on executive compensation. Management recommends an annual vote, arguing it provides more timely feedback and accountability. The vote is advisory and non-binding, but the Board will consider significant stockholder preference. This complies with Dodd-Frank and SEC rules requiring a say-on-frequency vote at least every six years.
Ratify the appointment of FGMK, LLC as the company's independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve Amendment No.1 to the 2024 Equity Incentive Plan to increase the aggregate shares authorized for issuance by 2,650,000 shares to a total of 4,729,671 shares.
The company is seeking shareholder approval to increase the share reserve under its 2024 Equity Incentive Plan by 2,650,000 shares (increasing total authorized to 4,729,671). Management frames the proposal as necessary to attract, retain and motivate employees and to preserve cash. The board presents governance features limiting repricing without stockholder approval, prohibitions on discounts to exercise price, non-automatic vesting upon change-in-control, performance-based awards, and clawback provisions to mitigate dilution and potential misalignment. The board quantifies current overhang (11.66%) and projects pro forma overhang (~28.5%) if approved, acknowledging significant dilution; it argues the requested reserve is consistent with peers and tied to anticipated hiring and historical burn rates. The proposal also includes detailed operation of the plan (option terms, SARs, restricted stock/RSUs, performance awards, transferability, change-in-control treatment, Section 409A considerations) and describes the board’s rationale for the size requested (two-year forecast and hiring plan). The board recommends FOR but highlights that approval will increase potential dilution materially and warrants scrutiny by investors regarding future grant practices, runway and pay-for-performance alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 0.74% | 123,958 | $249K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.20% | 33,599 | $68K |
| 3 | GRIMES Co WEALTH MANAGEMENT, LLC | 0.20% | 33,482 | $67K |
| 4 | TWO SIGMA INVESTMENTS, LP | 0.16% | 26,702 | $54K |
| 5 | STATE STREET CORP | 0.15% | 25,100 | $50K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.13% | 22,003 | $44K |
| 7 | UBS Group AG | 0.09% | 15,442 | $31K |
| 8 | BlackRock, Inc. | 0.07% | 11,171 | $22K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.02% | 2,560 | $5K |
| 10 | Tower Research Capital LLC (TRC | 0.01% | 1,297 | $3K |
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