Independent
Tenure on this board
9.4 yrs
2 nominees · 3 ballot items.
Election of two Class III directors; advisory (non-binding) approval of executive compensation (Say-on-Pay); and ratification of appointment of EisnerAmper LLP as independent auditors for 2026.
Election of two Class III directors, Nissim Mashiach and Will McEvoy, each to serve until 2029.
Advisory, non-binding vote to approve compensation of named executive officers as disclosed.
This is an advisory, non-binding vote required by Section 14A of the Exchange Act and the Dodd-Frank Act, asking stockholders to approve the compensation disclosed for named executive officers. Management seeks shareholder feedback on pay practices; the vote does not bind the company but the compensation committee and Board will consider the outcome. The company’s compensation program is designed to attract and retain executives and align them with stockholder interests through base salary, annual cash bonuses based on corporate objectives, and long-term equity incentives. Notable context includes significant RSU grants in 2025 to executives (e.g., large RSU grants to the CEO and CIO), a pay-versus-performance disclosure showing CAP outpaced net loss in certain years, and the company’s status as a smaller reporting company. The Board recommends FOR given the committee’s role in setting and reviewing pay, the use of market data and an external consultant, and the incorporation of compensation policies like clawback/recoupment per Nasdaq rules. Stockholders should weigh concentrated equity awards and recent governance changes when deciding whether advisory approval supports current compensation philosophy.
Ratify appointment of EisnerAmper LLP as independent auditors for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 2.20% | 2,342,174 | $2M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.71% | 1,818,414 | $1M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 0.68% | 725,120 | $576K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.44% | 463,490 | $368K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.28% | 297,086 | $236K |
| 6 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.23% | 243,334 | $193K |
| 7 | LPL Financial LLC | 0.15% | 162,494 | $129K |
| 8 | STATE STREET CORP | 0.13% | 140,113 | $111K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.10% | 107,578 | $85K |
| 10 | GROUP ONE TRADING LLC | 0.10% | 107,416 | $85K |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.