Patricia Gauthier
Independent
Tenure on this board
New nominee
3 nominees · 3 ballot items.
Election of three Class II directors; advisory approval of named executive officer compensation ('say-on-pay'); and ratification of Ernst & Young LLP as independent auditors for 2026.
Elect Patricia Gauthier, Jonathan Lieber, and Frederick E. Pierce as Class II directors to serve three-year terms until the 2029 annual meeting.
Advisory (non-binding) approval of the compensation paid to the named executive officers as disclosed in the proxy statement.
The proposal requests a non-binding, advisory vote to approve the company’s named executive officer compensation as disclosed in the proxy statement, often called a 'say-on-pay' vote. Management seeks shareholder affirmation of its compensation philosophy that ties pay to both short-term and long-term strategic goals, uses annual performance-based cash bonuses, and equity awards to align executives’ interests with stockholders. The board recommends a vote in favor, arguing that the program is designed to incentivize performance while discouraging excessive risk-taking and is consistent with market practices. Context includes recent changes in executive leadership and compensation arrangements related to the Merger, including employment agreements and transaction bonuses, which may shape shareholder views. Because the vote is advisory, it will not bind the board, but the board states it values shareholder feedback and may consider results when setting future compensation. This vote is routine for public companies under SEC rules; a 'for' vote supports current compensation practices, whereas a 'against' vote signals shareholder dissatisfaction and could prompt shareholder engagement and potential changes.
Ratify appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Tower Research Capital LLC (TRC | 0.2% | 988 | $6K |
| 2 | UBS Group AG | 0.1% | 546 | $4K |
| 3 | Advisory Services Network, LLC | 0.0% | 41 | $268 |
| 4 | Tower Research Capital LLC (TRC | 0.0% | 33 | $216 |
| 5 | MORGAN STANLEY | 0.0% | 1 | $7 |
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.