Not independent
Tenure on this board
0.7 yrs
6 nominees · 6 ballot items.
Six proposals: (1) Election of six directors; (2) Approval of amendments to the 2018 Equity Incentive Plan to increase total shares and individual award limits; (3) Ratification of equity awards granted in excess of individual award limits under the 2018 Plan; (4) Advisory (non-binding) vote to approve named executive officer compensation; (5) Advisory (non-binding) vote on the frequency of the advisory vote on executive compensation (recommendation: every one year); (6) Ratification of appointment of Weaver and Tidwell, L.L.P. as independent registered public accounting firm for fiscal 2026.
Elect six nominees to the Board of Directors to serve until the next annual meeting and until their successors are elected and qualified.
Approve amendments to the 2018 Equity Incentive Plan to increase the aggregate share reserve from 1,600,000 to 3,080,000 and to raise the individual annual award limits in Section 4.2.
This management proposal requests stockholder approval to amend the company’s 2018 Equity Incentive Plan to increase the total share reserve from 1,600,000 to 3,080,000 and to raise the per-participant annual award limits in Section 4.2. Management frames the request as necessary because only ~120,000 shares remain available under the current plan and the Board believes additional capacity is required to continue granting competitive equity awards to attract, retain and motivate employees, directors and consultants. The proposal would expand the pool by 1,480,000 shares and materially raise individual limits (e.g., incentive option and non-qualified option/SAR limits from 120,000 to 340,000 shares and RSU limits from 60,000 to 270,000). The Board’s rationale emphasizes preserving cash and aligning long-term employee incentives with shareholder value while giving the Compensation Committee flexibility in structuring awards. The proxy discloses that named executives have benefited from recent awards and that certain executive awards exceed prior limits, which creates overlap with Proposal 3 seeking ratification of specific grants. Approving the amendment would also increase the maximum number of shares that could be designated as Incentive Stock Options to 3,080,000. Risks for investors include dilution from the larger pool and elevated per-person limits that could concentrate equity compensation among a few insiders; the company contends dilution is necessary to remain competitive. The Board recommends a FOR vote and positions the amendment as critical to talent retention and cost management given limited remaining capacity under the current plan.
Ratify certain equity awards previously granted to specific participants that, when aggregated with other awards during the same calendar year, exceeded the individual award limits in Section 4.2 of the 2018 Plan.
This management proposal asks shareholders to ratify several equity awards previously granted to two executives and one consultant that, when aggregated with other awards during the same calendar year, exceeded the per-person annual limits in Section 4.2 of the 2018 Equity Incentive Plan. The Board characterizes the excess grants as inadvertent, resulting from an administrative oversight in tracking cumulative awards, but asserts the awards were otherwise appropriately authorized, granted at fair market value, and aligned with the Company’s compensation philosophy. The awards include two grants to CEO Craig Hopkins and multiple grants and option grants to CFO Philip Patman (including a mix of immediate stock, RSUs and 10-year options), plus a consulting award to Dragon Blue LLC. Ratification would validate the awards in full and preserve their original terms and vesting schedules; contrary action could lead to rescission of excess portions or replacement awards at the Board’s discretion. The proposal is closely tied to Proposal 2 (the plan amendment) because approval of higher individual limits would retroactively reduce the apparent excess; however, the proposals are presented separately and independently. From a governance perspective, ratifying awards that benefited insiders creates potential conflicts of interest and governance scrutiny—particularly given management’s direct material interest—so shareholders must weigh operational retention benefits against potential insider enrichment and disclosure/administrative control questions. The Board recommends a FOR vote to avoid disrupting compensation arrangements and to preserve the intended incentives for these executives and consultants. If ratification fails, the Board indicates it will consider corrective actions to address the overage while seeking to minimize business disruption.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management-sponsored advisory proposal asks shareholders to approve, on a non-binding basis, the disclosed compensation of the company's named executive officers. The vote is required by SEC rules and is intended as feedback to the Board and Compensation Committee; it does not legally bind the company but is considered when shaping future pay practices. Management frames compensation as designed to attract and retain experienced executives and align incentives with long-term stockholder value, and the Board recommends a FOR vote. In context, the company has used equity awards (including significant RSU and option grants) as key components of pay, and earlier proposals (2 and 3) interact with this vote because they affect the size and validity of equity awards to executives. From a governance viewpoint, shareholders use say-on-pay to signal discontent with pay outcomes or governance; a negative vote could prompt the Board to revise compensation policies or increase disclosure. Given insiders received large awards in the past year and some grants exceeded plan limits, shareholders may weigh whether pay outcomes reflect performance and alignment. Management emphasizes the advisory nature and promises to consider results when setting future compensation, but the Board retains discretion. The Board recommends FOR to affirm its compensation approach while still considering shareholder feedback.
Non-binding advisory vote on whether the company should hold the advisory say-on-pay vote every one, two, or three years; the Board recommends every one year.
This management proposal asks shareholders, in a non-binding vote, to indicate the preferred frequency of the company's advisory say-on-pay vote — one, two or three years — with management recommending an annual vote. Management frames annual votes as providing timely shareholder feedback that the Board and Compensation Committee can consider when setting pay practices. While advisory, the chosen frequency affects how frequently shareholders can formally express views on executive compensation and can influence the cadence of compensation policy reviews. The Board prefers annual votes given the company's recent governance and compensation changes (including sizable equity grants and the plan amendment proposals), believing more frequent feedback is appropriate during active periods of executive hiring or pay restructuring. Shareholders may consider administrative burden and the signal frequent votes send about governance responsiveness versus potential short-termism. The proxy card default is set to “EVERY ONE YEAR” absent contrary instructions, but the final selection is advisory and may not bind the Board. The Board recommends FOR the one-year frequency to maintain regular shareholder engagement on executive compensation.
Ratify the Audit Committee’s appointment of Weaver and Tidwell, L.L.P. as Barnwell’s independent registered public accounting firm for the fiscal year ending September 30, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JCP Investment Management, LLCActivist | 2.84% | 409,224 | $442K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.70% | 388,120 | $419K |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 2.25% | 323,713 | $350K |
| 4 | Accretive Wealth Partners, LLC | 0.89% | 128,203 | $138K |
| 5 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.59% | 84,944 | $92K |
| 6 | Aspen Grove Capital, LLC | 0.55% | 79,806 | $86K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.50% | 72,126 | $78K |
| 8 | BlackRock, Inc. | 0.47% | 68,120 | $74K |
| 9 | Empowered Funds, LLC | 0.35% | 49,944 | $54K |
| 10 | DIMENSIONAL FUND ADVISORS LP | 0.24% | 35,085 | $38K |
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