Independent
Tenure on this board
6.3 yrs
Also a director at
Beachbody Company Inc (BODI)
4 nominees · 3 ballot items · contested.
Election of four directors; ratification of Baker Tilly US, LLP as independent registered public accounting firm for fiscal 2026; and an advisory (non-binding) vote to approve the Company’s executive compensation (say-on-pay).
Elect four nominees (Mary Conlin, John B. Frank, Steven Myhill-Jones and Rasool Rayani) to the Company’s Board of Directors to serve until the next annual meeting.
Ratify the audit committee’s selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for fiscal 2026.
An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in this Proxy Statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy. Management seeks this advisory approval pursuant to the Dodd-Frank Act’s say-on-pay requirement to solicit shareholder input on executive compensation practices. The Company’s executive pay program includes base salary, annual bonus, participation in incentive plans (Legacy Incentive Plan and the replacement New Plan for Journal Technologies), and equity awards such as shares and RSUs; recent material items include RSU grants to the CEO and design choices intended to align long-term interests. The board and compensation committee present the proposal to demonstrate alignment between pay and performance and to solicit shareholder feedback, noting that the vote is advisory and not binding. The proxy statement emphasizes that the board values shareholder opinions and will evaluate whether actions are needed if a significant number of shareholders vote against the program. The Company also frames executive compensation in the context of remediation of internal control weaknesses, recent governance actions, and changes to incentive plans intended to address dilution and sustainability. The board’s recommendation to vote FOR is grounded in its view that the compensation program incentivizes long-term performance and retention and that ongoing shareholder feedback will be considered in making future adjustments to executive pay.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RWWM, Inc. | 26.2% | 360,560 | $174M |
| 2 | BlackRock, Inc. | 3.6% | 49,420 | $24M |
| 3 | HighTower Advisors, LLC | 3.0% | 41,338 | $20M |
| 4 | ADVISORY RESEARCH INC | 2.9% | 40,620 | $20M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.9% | 40,193 | $19M |
| 6 | AltraVue Capital, LLC | 2.9% | 39,807 | $19M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 2.9% | 39,772 | $19M |
| 8 | BNP PARIBAS FINANCIAL MARKETS | 2.7% | 37,120 | $18M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 2.4% | 32,846 | $16M |
| 10 | STATE STREET CORP | 2.4% | 32,599 | $16M |
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.