Independent
Tenure on this board
12.3 yrs
Also a director at
Consensus Cloud Solutions Inc (CCSI)
7 nominees · 4 ballot items.
Elect seven directors; approve, on a non-binding advisory basis, executive compensation for the named executive officer; ratify Deloitte & Touche LLP as the independent registered public accounting firm for 2026; and approve the 2026 Equity Incentive Plan.
Elect the seven directors nominated in the proxy statement to serve until the 2027 annual meeting and until their successors are duly elected and qualify.
Non-binding, advisory approval of the compensation of the Company’s named executive officer (Barry N. Berlin) as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the Company’s only named executive officer compensated by the Company, Barry N. Berlin, as disclosed under SEC rules. Management is seeking this advisory approval to satisfy Section 14A requirements and to solicit shareholder input on executive pay; although the vote is non-binding, the Board states it will consider the results when making future compensation decisions. The context includes the Company’s external operating structure—management and administrative services are provided by CIM-related affiliates—and that the named executive officer’s compensation has been paid or reimbursed through affiliates, which may affect perceptions of pay setting and alignment. The proposal is narrowly tailored to the disclosure set forth in the Compensation Discussion and Analysis and related tables, and asks shareholders to approve compensation as disclosed rather than a specific pay program change. The Board recommends a FOR vote and frames the proposal as a governance practice that helps the Board gauge investor sentiment even though it is advisory. From a governance perspective, investors may weigh the advisory nature against the Company’s related-party operating arrangements and the fact that the CEO’s compensation is paid by an affiliate and not borne by the Company. Potential shareholder concerns include limited direct pay at the Company for certain executives, related-party reimbursements, and whether the compensation structure aligns management incentives with long-term shareholder value. A FOR vote signals support for disclosed pay practices and gives the Board a mandate to continue its current approach, while a AGAINST vote would signal dissatisfaction and could prompt the Board and Compensation Committee to re-evaluate program features, disclosures, or related-party arrangements. Overall, the proposal functions as a standard ‘‘say-on-pay’’ vote intended to provide feedback to the Board on executive compensation practices within the Company’s unique external-management structure.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve the 2026 Equity Incentive Plan, which authorizes 250,000 shares for issuance as restricted shares or restricted stock units to Non-Employee Directors to align interests and promote ownership.
This management proposal asks shareholders to approve the Company’s 2026 Equity Incentive Plan, a plan the Board adopted to permit grants of restricted shares and restricted stock units to Non-Employee (independent) directors and to authorize up to 250,000 shares for issuance. Management is seeking shareholder approval because the Company’s prior 2015 Equity Incentive Plan has terminated, leaving the Board without the capacity to make equity-based grants; approval restores the Board’s ability to use equity as part of director compensation. The Board frames the plan as a tool to align directors’ interests with shareholders and to aid recruitment and retention of qualified independent directors, noting the competitive market for experienced board members. Key features disclosed include administration by the Board or a designated committee, awards limited to Non-Employee Directors, adjustment provisions for corporate events, and flexibility to grant restricted shares or restricted stock units with potential dividend equivalents; detailed terms are contained in Appendix A. The proposal raises typical governance questions for investors: dilution (250,000 shares), the plan’s impact on existing shareholders, the granularity of eligibility and vesting, and the Committee’s discretion over grant amounts and terms. Given the Company’s close operating relationship with CIM affiliates, investors may also consider whether equity grants could affect independence perceptions or create further related-party dynamics. The Board recommends a FOR vote, contending the plan is necessary to remain competitive and to align director incentives with long-term shareholder interests. If approved, the plan would re-enable equity awards for independent directors and potentially increase director ownership and alignment; if rejected, the Board would remain unable to make equity grants to Non-Employee Directors under a shareholder-approved plan.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Cambridge Investment Research Advisors, Inc. | 87.5% | 2,309,356 | $1M |
| 2 | Blackhawk Capital Partners, LLC | 21.8% | 576,519 | $354K |
| 3 | Seros Financial, LLC | 11.0% | 289,318 | $178K |
| 4 | Avantax Planning Partners, Inc. | 7.0% | 185,753 | $114K |
| 5 | LPL Financial LLC | 5.2% | 135,943 | $84K |
| 6 | INTERNATIONAL ASSETS INVESTMENT MANAGEMENT, LLC | 4.5% | 118,974 | $61K |
| 7 | Arkadios Wealth Advisors | 3.4% | 88,590 | $54K |
| 8 | Cetera Investment Advisers | 3.3% | 87,765 | $54K |
| 9 | NFSG Corp | 2.4% | 63,975 | $39K |
| 10 | CWM, LLC | 2.1% | 54,578 | $34K |
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