Not independent
Tenure on this board
4.4 yrs
5 nominees · 3 ballot items.
Elect two Class II directors (Michael S. Liebowitz and Mark D. Zeitchick); ratify EisnerAmper LLP as the independent registered public accounting firm for 2026; and hold a non-binding advisory "say-on-pay" vote to approve executive compensation as disclosed in the proxy statement.
Elect two Class II directors (Michael S. Liebowitz and Mark D. Zeitchick) to serve until the 2029 annual meeting.
Ratify the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This non-binding management proposal asks stockholders to approve the compensation paid to the Company's named executive officers as disclosed in the proxy statement. Management is seeking stockholder endorsement to validate its compensation philosophy and to reinforce changes implemented after the prior CEO transition, including a material reduction in the CEO's base salary, an equity package for the CEO that ties a significant portion of value to three-year stock price performance hurdles and time-vesting restricted stock, and reduced severance exposure. The proposal should be evaluated in the context of the compensation and human capital committee's stated objectives to align pay with long-term shareholder value, mitigate excessive risk through multiple performance targets, caps and a clawback policy, and rely on an independent compensation consultant. The filing highlights that no new equity grants were made to the CEO or CFO in 2025 and that the CEO's total compensation declined substantially year-over-year, which management presents as evidence of discipline and alignment. Additional governance features include equity retention and ownership guidelines, prohibitions on hedging, and a double-trigger requirement for change-in-control severance payments. Because the vote is advisory and non-binding, a FOR vote signals shareholder support and may inform future compensation decisions, while a negative vote would prompt the compensation committee to consider changes. Given the company's recent management transition, sale of a business unit and adjustments to executive pay practices, the proposal implicates both pay-for-performance alignment and retention considerations. Analysts evaluating this proposal should weigh the CEO's long-term incentive structure (notably the PSU stock-price hurdles), the absence of recent grants, and the company's operational and capital-structure developments in 2025 when assessing whether the program aligns executive incentives with shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Clearline Capital LP | 4.28% | 3,892,595 | $6M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.66% | 3,330,426 | $5M |
| 3 | AMERIPRISE FINANCIAL INC | 3.61% | 3,278,763 | $5M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 3.47% | 3,151,124 | $5M |
| 5 | Moerus Capital Management LLC | 3.40% | 3,092,490 | $5M |
| 6 | BlackRock, Inc. | 2.94% | 2,675,231 | $4M |
| 7 | Portolan Capital Management, LLC | 2.94% | 2,669,030 | $4M |
| 8 | GATE CITY CAPITAL MANAGEMENT, LLC | 2.51% | 2,280,114 | $4M |
| 9 | BlackRock, Inc. | 2.13% | 1,936,696 | $3M |
| 10 | First Eagle Investment Management, LLC | 1.79% | 1,630,871 | $3M |
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