Not independent
Tenure on this board
9.3 yrs
7 nominees · 3 ballot items.
Stockholders will vote to elect seven directors, ratify the appointment of Frazier & Deeter, LLC as the Company’s independent auditors for 2026, and cast a non-binding advisory vote to approve the compensation of the named executive officers.
Elect seven directors to serve until the 2027 annual meeting or until their successors have been duly elected and qualified.
Ratify the Audit Committee’s selection of Frazier & Deeter, LLC as the Company’s independent registered public accounting firm for 2026.
Advisory (non-binding) vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This non-binding management proposal asks shareholders to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy, including compensation tables and related narrative. Management frames the proposal as a routine 'say-on-pay' advisory vote, asserting that its compensation program is modest relative to the size of operations and is structured to retain executives, incentivize profitable growth, and align management and shareholder interests. The Board recommends a vote FOR, emphasizing retention, motivation, and alignment, and notes it will consider shareholder feedback from the advisory vote in future compensation decisions. The advisory nature means the vote does not compel changes, but a negative result would signal investor dissatisfaction and likely prompt management and the Compensation Committee to reassess pay practices and disclosure. Company-specific context supporting the Board’s position includes relatively modest reported cash compensation levels and bonuses (for example, the CEO’s base salary of $305,000 and target bonus framework) and adoption of governance mechanisms such as a Claw Back Policy that applies to covered executives. The Company’s disclosure indicates limited use of equity awards in recent years and links pay to retention and performance objectives, which management argues is appropriate for the firm’s stage and size. From a governance standpoint, the combined CEO/Chair role and significant ownership by insiders may influence perceptions of compensation oversight and increase the importance of robust disclosure and responsive engagement. Institutional investors and governance analysts will weigh the modest pay levels against governance structure, ownership concentration, and the Company’s historical pay-for-performance record when evaluating the merits of the management recommendation. Overall, while management positions pay as reasonable and retention-focused, a close or negative vote would be a meaningful indicator to the Board to modify compensation structure, disclosure, or governance practices to better align with shareholder expectations.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.34% | 263,739 | $3M |
| 2 | MARSHALL WACE, LLP | 1.90% | 213,984 | $2M |
| 3 | ESSEX INVESTMENT MANAGEMENT CO LLC | 1.68% | 189,640 | $2M |
| 4 | SEI INVESTMENTS CO | 1.31% | 147,486 | $2M |
| 5 | Archon Capital Management LLC | 1.24% | 140,000 | $2M |
| 6 | Round Rock Advisors LLC | 1.04% | 117,366 | $1M |
| 7 | ACADIAN ASSET MANAGEMENT LLC | 1.02% | 115,536 | $1M |
| 8 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 0.88% | 99,560 | $1M |
| 9 | JANE STREET GROUP, LLC | 0.82% | 92,490 | $1M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 0.80% | 89,968 | $1M |
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