Independent
Tenure on this board
3.0 yrs
Also a director at
Ryerson Holding Corp (RYZ)
7 nominees · 4 ballot items.
Election of seven directors; advisory approval of named executive officer compensation (say-on-pay); ratification of Deloitte & Touche LLP as independent auditors; approval to amend the 2023 Equity and Incentive Plan to add 2,800,000 shares.
Elect seven directors named in the proxy statement to serve until the 2026 annual meeting and until successors are elected and qualified.
Advisory approval of the compensation of the Named Executive Officers as disclosed in the proxy statement.
The proposal requests a non-binding, advisory vote to approve the company's executive compensation as disclosed. Management and the Compensation Committee argue that the pay program aligns with a pay-for-performance philosophy and was updated to reflect stockholder feedback, executive transitions, and transformation efforts during fiscal 2025. Approval would signal stockholder support for the committee's approach; a negative vote would prompt the committee to engage with stockholders and consider adjustments. The proposal is standard 'say-on-pay' practice; context includes significant leadership changes during the year (appointment of Ken Traub as CEO), retention bonuses and sign-on payments, and large performance-based awards with mix of cash- and stock-settled metrics. The Board recommends for the proposal, citing alignment and continuing evolution of compensation program.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Approve an amendment to the 2023 Plan to increase shares available by 2,800,000 shares to allow continued equity awards for retention, recruitment and incentives.
The management proposal seeks shareholder approval to increase the equity reserve under the 2023 Plan by 2.8 million shares to support ongoing retention and incentive grants, arguing the existing reserve is insufficient given the company’s low market capitalization relative to enterprise value and the need to provide competitive equity grants. The board frames the amendment as necessary to enable annual grants, recruitment, and retention amid a transformation, citing historical burn rate (3‑year average 2.98%) below benchmarks and the use of some cash-settled awards to conserve shares. Approval would increase overhang to 20.8% after the amendment, which the board believes is reasonable given equity usage discipline and the need to align executives and employees with stockholder interests. The Compensation Committee recommends for approval, highlighting limitations of cash-settled awards and the strategic need for equity incentives; opponents may cite dilution, current overhang, and recent large grants and retention payments during leadership transition.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ROYCE ASSOCIATES LP | 5.5% | 1,631,098 | $9M |
| 2 | QVT Financial LPActivist | 4.7% | 1,392,352 | $7M |
| 3 | Beacon Pointe Advisors, LLC | 4.4% | 1,317,530 | $7M |
| 4 | VANGUARD GROUP INC | 4.0% | 1,176,722 | $6M |
| 5 | NEEDHAM INVESTMENT MANAGEMENT LLC | 3.4% | 1,019,500 | $5M |
| 6 | TCW GROUP INC | 2.4% | 726,806 | $4M |
| 7 | MARSHALL WACE, LLP | 1.9% | 562,528 | $3M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 1.7% | 504,240 | $3M |
| 9 | Pacific Ridge Capital Partners, LLC | 1.5% | 459,095 | $2M |
| 10 | MML INVESTORS SERVICES, LLC | 1.4% | 410,596 | $2M |
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