Independent
Tenure on this board
26.3 yrs
7 nominees · 4 ballot items.
Elect seven directors; hold a non-binding advisory vote to approve executive compensation (say-on-pay); approve an amendment to the 2021 Long-Term Equity Incentive Plan to add 685,000 shares; and ratify Crowe LLP as the independent registered public accounting firm for 2026.
Elect seven directors to serve on the Company's Board of Directors until their successors are elected and qualified.
An advisory, non-binding vote to approve the compensation of the named executive officers as disclosed in the proxy statement (the CD&A, compensation tables, and narrative).
This non-binding advisory proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement. Management frames the proposal as an endorsement of the Company’s pay-for-performance philosophy that links base salary, annual short-term incentives, and long-term equity-based incentives to financial and operational targets. The Board seeks this advisory vote annually to receive stockholder feedback; while non-binding, the Compensation Committee considers the outcome when setting future compensation. In 2025 the Company’s say-on-pay received strong support (approximately 95.8% in favor), which the Board cites as validation of its compensation approach. Key contextual elements include the Company’s shift to 50% performance-based long-term awards, the use of EBIT and operating cash flow targets for STIP, and retention-focused equity grants intended to align management with long-term shareholder value. Potential stockholder concerns include the magnitude of equity run-rate and specific severance/change-in-control protections; management addresses these through governance measures such as an independent Compensation Committee, use of an external compensation consultant, clawback policy, and stock ownership guidelines. Given current disclosure, the Board recommends a vote FOR the proposal, arguing that the compensation program appropriately balances short-term and long-term incentive alignment with performance metrics and retention needs. The advisory nature means no direct legal effect, but a negative vote could prompt the Compensation Committee to modify program design and disclose responsive actions to investors.
Approve the Third Amendment to the 2021 Long-Term Equity Incentive Plan to add 685,000 shares, increasing the total shares authorized under the plan to 1,954,823.
This management-sponsored proposal requests shareholder approval to increase the share reserve under the Company’s 2021 Long-Term Equity Incentive Plan by 685,000 shares (the “Third Amendment”), bringing the total authorized under the plan to 1,954,823 shares. Management argues the increase is necessary to preserve the Company’s ability to grant retention- and performance-oriented equity awards to employees, officers and non-employee directors as part of its pay-for-performance philosophy and to remain competitive with peers for talent. The proposal includes multiple investor protections: administration by an independent Compensation Committee, no evergreen automatic share increases, limits on per-person grants, a one-year minimum vesting rule (with limited exceptions), prohibitions on discounted repricing of options and on paying dividends on unvested awards, and clawback/forfeiture provisions tied to restatements or misconduct. The proxy discloses current plan usage (168,560 shares remaining; unvested restricted and performance shares outstanding) and estimates that the requested increase would support roughly two years of expected equity usage based on a historical burn-rate of 1.49%. Management quantifies potential dilution and overhang metrics and provides an estimate of the market value of the requested shares. Shareholders may evaluate this request by balancing the company’s need to attract, retain and incentivize management against dilution concerns; the Board emphasizes governance safeguards to mitigate dilution risk. Given the board’s rationale—aligning long-term compensation with multi-year performance metrics and retention needs—the Board recommends a FOR vote. However, institutional investors often scrutinize the size of share increases, pace of share usage, and whether existing awards are performance- versus time-based; those considerations will drive investor support or opposition.
Ratify the appointment of Crowe LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RENAISSANCE TECHNOLOGIES LLC | 5.5% | 488,447 | $11M |
| 2 | Tieton Capital Management, LLC | 5.2% | 459,890 | $10M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.2% | 376,449 | $8M |
| 4 | GAMCO INVESTORS, INC. ET AL | 4.2% | 375,800 | $8M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 341,619 | $8M |
| 6 | GABELLI FUNDS LLC | 3.4% | 306,500 | $7M |
| 7 | BlackRock, Inc. | 3.3% | 295,528 | $7M |
| 8 | ROYCE ASSOCIATES LP | 2.9% | 257,502 | $6M |
| 9 | SEI INVESTMENTS CO | 2.5% | 225,532 | $5M |
| 10 | 22NW, LP | 2.5% | 222,738 | $5M |
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