Mary Conlin
Independent
Tenure on this board
New nominee
9 nominees · 3 ballot items.
Three proposals: election of nine director nominees; ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2026; and an advisory (non-binding) approval of the Company’s executive compensation (Say-on-Pay) — the Board recommends a vote FOR each.
Elect nine nominees named in the proxy statement to serve on the Company’s Board of Directors until the 2027 annual meeting.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve 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 compensation paid to the Company’s named executive officers as disclosed in the proxy materials. Management is seeking shareholder endorsement to affirm its compensation philosophy and practices—principally base salaries, annual bonus program tied to Pre-Bonus EBITDA goals, and equity-based long-term incentives (RSUs and, historically, options)—and to provide a signal of support for the Compensation Committee’s decisions. The Company frames the vote as advisory and notes the Board and Compensation Committee will consider the outcome when setting future pay, while retaining discretion over actual awards. Notably, the Compensation Committee determined not to pay cash bonuses in 2025 despite achieving Pre-Bonus EBITDA maximum performance, citing cash preservation and lender covenant considerations; this fact may affect investor assessment of pay-for-performance alignment. The Company emphasizes equity awards to align executives with shareholder interests and retention incentives (e.g., RSUs to the Interim CFO), and discloses clawback and other governance protections; however, the Company is a ‘‘controlled company’’ with the CEO holding a supervoting class, which may limit the practical influence of minority shareholders on compensation outcomes. The proposal’s non-binding nature, combined with the controlling stockholder structure and the Board’s stated responsiveness to shareholder feedback, frames the governance context: a shareholder vote can influence but not compel change. Analysts should weigh the Company’s recent compensation actions (no cash bonuses due to liquidity and covenant constraints, shifts away from options toward RSUs, and one-time adjustments to director grants) against operating performance, liquidity, and ownership concentration when evaluating the merits of the Say-on-Pay vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Raine Capital LLC | 9.3% | 671,067 | $7M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.7% | 120,998 | $1M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 1.4% | 102,864 | $1M |
| 4 | Whetstone Capital Advisors, LLC | 1.4% | 102,172 | $1M |
| 5 | MSA Advisors, LLC | 1.2% | 90,085 | $978K |
| 6 | TWO SIGMA INVESTMENTS, LP | 0.5% | 36,226 | $393K |
| 7 | BlackRock, Inc. | 0.5% | 34,612 | $376K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.4% | 32,290 | $351K |
| 9 | Evernest Financial Advisors, LLC | 0.4% | 29,075 | $445K |
| 10 | Centiva Capital, LP | 0.4% | 27,159 | $295K |
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