Not independent
Tenure on this board
2.5 yrs
Also a director at
Limbach Holdings Inc (LMB)Barnwell Industries Inc (BRN)Kingsway Corp (KWY)
7 nominees · 3 ballot items.
Elect seven directors; ratify appointment of independent registered public accounting firm; and approve, on an advisory non-binding basis, the compensation of named executive officers.
Elect seven nominees (Joshua S. Horowitz, R. Joseph Jackson, Charles T. Lanktree, E. Gray Payne, Lloyd R. Sams, Bradley A. Stoddard, and John M. Suzuki) to the Board of Directors to serve until the next annual meeting.
Ratify the Audit Committee’s appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Approve, on an advisory non-binding basis, the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This advisory (non-binding) proposal asks shareholders to approve the overall disclosed compensation of the Company’s named executive officers, including narrative disclosure and compensation tables. Management is presenting the vote as required by Dodd-Frank and SEC rules to give shareholders a regular opportunity to express their view on executive pay and to inform the Compensation Committee. The Company’s executive pay program combines base salary, performance-based annual bonuses tied to operating income and individual objectives, and significant long-term equity incentives—most notably front-loaded Performance Stock Options granted in 2025 to the CEO and CFO that vest only if substantial share price targets (164% to 444% of the grant price) are achieved over five years. The Compensation Committee relied on an independent consultant and explicit pay-for-performance features in structuring awards, while also providing severance and change-in-control protections in certain employment agreements. The Board recommends approval, citing strong prior stockholder support (approximately 98% support at the 2025 meeting) and the view that the program aligns executive incentives with long-term stockholder value. Dissenting stockholders could be concerned about the magnitude and form of long-term equity awards, single-trigger acceleration for certain awards upon change in control, and potential short-term focus from annual bonus metrics, which are all factors that could shape future engagement. The vote is advisory only, but the Compensation Committee has committed to consider the outcome and any significant adverse vote when evaluating and possibly adjusting future compensation policies. Given the structured performance hurdles on the largest equity awards, the company frames its pay program as aligning management rewards with sustained stock-price appreciation and long-term performance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BREACH INLET CAPITAL MANAGEMENT, LLC | 4.0% | 151,061 | $11M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 139,760 | $10M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 3.6% | 135,253 | $10M |
| 4 | Mawer Investment Management Ltd. | 3.1% | 116,904 | $9M |
| 5 | BlackRock, Inc. | 2.8% | 103,411 | $8M |
| 6 | AMERICAN CENTURY COMPANIES INC | 2.7% | 101,082 | $8M |
| 7 | Balentine LLC | 2.4% | 89,248 | $7M |
| 8 | BARD ASSOCIATES INC | 1.8% | 69,110 | $5M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 1.7% | 64,490 | $5M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 62,597 | $5M |
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