Independent
Tenure on this board
1.0 yrs
Also a director at
RYES
7 nominees · 4 ballot items.
Elect seven directors; ratify Baker Tilly US, LLP as independent auditors for 2026; non-binding advisory approval of named executive officer compensation (say-on-pay); and non-binding advisory vote on the frequency of future say-on-pay votes (one, two or three years).
Election of seven nominees to the Board of Directors to serve until the 2027 annual meeting or until their successors are duly elected and qualified.
Ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote asking stockholders to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s named executive officer compensation as disclosed in the Proxy Statement. Management is seeking this approval pursuant to the Dodd-Frank Act’s say-on-pay requirement to obtain shareholder feedback on overall executive compensation design and outcomes; the vote is not binding but informs the Compensation Committee. The Company frames compensation as a mix of base salary, short-term incentives (STIP), and long-term equity awards tied to corporate and individual performance metrics and peer benchmarking, with clawback and other governance protections. The timing follows recent corporate events, including the Dolly Varden acquisition and significant equity raises, which influenced compensation decisions and equity awards in 2025 and early 2026. The Board recommends a vote FOR, noting strong prior shareholder support (≈92% in 2024) and explaining that it will consider any significant negative vote when reviewing practices. The rationale emphasizes alignment of management pay with long-term stockholder value, retention after major transactions, and use of performance-weighted incentives and peer comparisons. Potential investor concerns include large equity grants tied to a strong TSR in 2025 and severance/change-in-control protections; management signals willingness to consider feedback but retains discretion. Given the non-binding nature, a negative or mixed vote would mainly create reputational and governance pressure on the Compensation Committee rather than immediate contractual changes. Analysts should evaluate this proposal in the context of recent corporate transactions (Dolly Varden merger), sizable equity-based compensation in 2025, and governance safeguards described in the Proxy Statement.
Non-binding, advisory vote asking stockholders to indicate whether the Company should hold future advisory votes on executive compensation every one, two or three years (or abstain).
This proposal asks shareholders to indicate their preferred frequency for future non-binding advisory votes on executive compensation—one, two, or three years—allowing the Board to adopt the option receiving the plurality of votes. Management favors an annual vote, arguing that yearly advisory votes provide timely feedback on compensation practices and support ongoing engagement, particularly after material corporate events like the Dolly Varden acquisition and recent equity raises. The Company notes its historical pattern of annual say-on-pay votes (including a strong prior approval in 2024) and believes annual votes align investor input with annual proxy disclosure cycles and compensation-setting processes. From a governance perspective, more frequent votes increase responsiveness and accountability, while less frequent votes reduce administrative burden and can give management a multi-year horizon; the Board has weighed these trade-offs and recommends one year. Institutional investors sometimes prefer triennial votes to reduce repetitive voting, but many governance advisors and proxy advisory firms support annual votes for mid-size public companies with active shareholder engagement. The advisory nature means the Board retains discretion to adopt a different frequency if considered in the Company’s best interests, but a plurality for a particular frequency would be respected as the stockholders’ preference. Analysts should consider this proposal relative to the company's engagement program, prior say-on-pay results, and the post-merger changes to the company's size, shareholder base, and compensation program when assessing whether annual feedback is likely to continue to be meaningful.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Alyeska Investment Group, L.P. | 4.48% | 1,377,579 | $26M |
| 2 | FRANKLIN RESOURCES INC | 4.10% | 1,262,760 | $24M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.24% | 687,986 | $13M |
| 4 | BlackRock, Inc. | 1.88% | 577,232 | $11M |
| 5 | BlackRock, Inc. | 1.83% | 564,152 | $11M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.61% | 495,520 | $9M |
| 7 | BARINGS LLC | 1.55% | 476,190 | $9M |
| 8 | VAN ECK ASSOCIATES CORP | 1.48% | 455,025 | $9M |
| 9 | MARSHALL WACE, LLP | 0.96% | 295,095 | $6M |
| 10 | STATE STREET CORP | 0.90% | 275,761 | $5M |
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