Not independent
Tenure on this board
19.4 yrs
Also a director at
Key Tronic Corp (KTCC)
8 nominees · 3 ballot items.
Elect eight directors; approve, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay); and ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026.
Elect eight (8) directors to serve until the next annual meeting or until their successors are elected and qualified.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).
This is an annual, non-binding "say-on-pay" proposal asking shareholders to approve the overall compensation of the named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to validate its pay-for-performance philosophy and the mix of base salary, annual cash incentives tied to net sales, and long-term equity awards including performance stock units tied to adjusted EBITDA. The company emphasizes multi-year shareholder engagement and responsiveness to feedback — citing a nearly 97% approval on the 2025 say-on-pay — as evidence that its compensation programs align with shareholder interests. The Compensation Committee uses an independent consultant, a defined peer group, clawback and stock ownership guidelines, and structured incentive metrics to limit imprudent risk-taking and align executive pay with company performance. While advisory and non-binding, the vote provides direct input to the Compensation Committee when setting future pay policies and metrics; management frames the proposal as a signal of support for its compensation design and governance practices. Key governance mitigants described in the proxy include robust clawback provisions, an equity granting policy that prevents opportunistic timing, overlapping vesting schedules to promote long-term alignment, and the use of objective financial metrics for incentive payouts. The company also discloses employment agreements, severance and change-in-control arrangements and explains how incentive opportunities were set for fiscal 2025 (including the use of net sales for annual bonuses and adjusted EBITDA for PSUs). The Board's recommendation for a FOR vote is supported by the company's recent performance, compensation committee oversight, and prior strong shareholder endorsement, but shareholders should note the advisory nature of the vote and consider the disclosed details of targets, payout ranges, and governance features when evaluating alignment with long-term shareholder value. The outcome will inform the Compensation Committee's future actions but will not directly alter contractual pay arrangements.
Ratify and confirm the appointment of Deloitte & Touche LLP as Clearfield's independent registered public accounting firm for the fiscal year ending September 30, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ACK Asset Management LLC | 5.41% | 735,200 | $19M |
| 2 | MAIRS POWER INC | 5.38% | 731,733 | $19M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.75% | 509,836 | $13M |
| 4 | BlackRock, Inc. | 3.28% | 446,193 | $12M |
| 5 | BlackRock, Inc. | 2.74% | 372,090 | $10M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.62% | 355,753 | $9M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 2.46% | 333,980 | $9M |
| 8 | STATE STREET CORP | 2.37% | 322,245 | $9M |
| 9 | PUNCH ASSOCIATES INVESTMENT MANAGEMENT, INC.Activist | 2.13% | 289,610 | $8M |
| 10 | ROYAL BANK OF CANADA | 2.08% | 282,342 | $7M |
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