Not independent
Tenure on this board
2.5 yrs
2 nominees · 3 ballot items.
Elect two Class III directors (Vincent J. Canino and John P. Miller); hold a non-binding advisory Say-on-Pay vote to approve the compensation of the Company’s named executive officers; and ratify CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for fiscal year ending March 31, 2027.
Elect Vincent J. Canino and John P. Miller as Class III directors to serve until the 2029 annual meeting or until their successors are elected and qualified.
Advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation disclosed for the Company’s named executive officers (NEOs) in accordance with Item 402 of Regulation S-K. Management is seeking this advisory approval as required by Section 14A of the Exchange Act (Say‑on‑Pay) and to obtain shareholder feedback on its compensation philosophy, which emphasizes pay-for-performance and alignment with long‑term stockholder value. The Compensation Committee, comprised solely of independent directors and supported by an independent consultant, has structured NEO pay with a significant portion at risk (annual incentive and long‑term equity awards) tied to revenue, gross profit, adjusted EBITDA, liquidity and multi-year performance measures such as total gross margin percentage and days in inventory. The proposal is advisory and non-binding, but the Board and Compensation Committee state they will consider the outcome when setting future compensation. Contextually, the Company is a smaller reporting company that recently completed restructuring actions and uses performance-based PRSUs and RSUs to drive retention and align management with recovery and growth objectives; certification of FY2026 AIP performance at 132.4% is a noted factor. Management’s counter-argument to any dissent would emphasize the use of independent advice, multiple performance metrics to mitigate undue risk-taking, clawback policies, stock ownership guidelines, and pay practices intended to be market‑competitive and retention‑focused. Key governance considerations include the advisory nature of the vote, the Compensation Committee’s independence, and the disclosed severance and change-in-control arrangements for the CEO. For an investor evaluating merit, the proposal raises questions about the effectiveness of the compensation structure in delivering sustained shareholder returns post-restructuring and whether disclosed outcomes and pay‑for‑performance linkages are sufficiently rigorous and transparent. The Board recommends a vote FOR, citing reasonableness of pay and alignment with performance, but investors should weigh background factors such as recent bankruptcy emergence, equity dilution from restructuring and Monarch’s substantial ownership and governance rights when assessing long‑term alignment.
Ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SHIKIAR ASSET MANAGEMENT INC | 0.21% | 69,700 | $641K |
| 2 | ACT CAPITAL MANAGEMENT, LLC | 0.08% | 27,500 | $253K |
| 3 | Accent Capital Management, LLC | 0.00% | 925 | $9K |
| 4 | Arlington Trust Co LLC | 0.00% | 300 | $3K |
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