Not independent
Tenure on this board
18.6 yrs
10 nominees · 3 ballot items.
Election of ten directors; ratification of Rosenberg Rich Baker Berman, P.A. as independent registered public accounting firm for 2026; and an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Elect ten directors named in the proxy statement to the Company’s Board of Directors to serve until the next annual meeting and until their successors are duly elected and qualified (plurality vote).
Ratify the selection of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement (the 'say-on-pay' advisory vote).
This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed 2025 named executive officer compensation. Management seeks shareholder endorsement both as a governance practice and to provide the Compensation Committee with feedback on pay philosophy and outcomes. The background context emphasizes fiscal 2025 corporate outcomes—completion of the CloudFirst sale for $40 million, a subsequent tender offer returning capital to shareholders that repurchased ~72% of outstanding shares, and cumulative total shareholder return of ~246% since December 31, 2022—which management cites as justification for 2025 payouts. In February 2026 the Board restructured executive compensation to make the majority of future pay contingent on market capitalization thresholds and completion of qualifying acquisitions, shifting incentives toward long-term value creation and deal execution. The vote is advisory and not binding, but the Compensation Committee will consider the outcome in making future pay decisions; management recommends a FOR vote and frames the proposal as aligning management incentives with shareholder interests. Key governance considerations for an analyst include that the amended agreements add significant transaction- and market-cap-based pay levers (PSUs, transaction bonuses, significant option/RSU grants), that severance and change-in-control protections exist, and that the company is a smaller reporting company with a concentrated management/director ownership profile, which can affect alignment and perceived conflicts. The proposal’s non-binding nature means shareholders should view it as a signal rather than a commitment; however, given the Board’s explicit linkage of pay to strategic milestones and recent realized shareholder value, a FOR vote would support management’s repositioning strategy while a large negative vote could prompt Compensation Committee engagement and potential adjustments to plan design or disclosure. Analysts should weigh the trade-off between pay contingent on successful deals (which can encourage risk-taking to pursue transactions) versus potential dilution and guaranteed severance protections, and consider the company’s recent liquidity, no material debt, and intent to pursue acquisitions as context for assessing the appropriateness of the compensation framework.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ANGELES WEALTH MANAGEMENT, LLC | 1.84% | 43,100 | $149K |
| 2 | CITADEL ADVISORS LLC | 1.01% | 23,624 | $82K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.78% | 18,199 | $63K |
| 4 | Focus Partners Wealth | 0.76% | 17,829 | $62K |
| 5 | MILLENNIUM MANAGEMENT LLC | 0.54% | 12,689 | $44K |
| 6 | HRT FINANCIAL LP | 0.47% | 10,901 | $38K |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 0.35% | 8,165 | $28K |
| 8 | UBS Group AG | 0.23% | 5,279 | $18K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.21% | 4,834 | $17K |
| 10 | ROYAL BANK OF CANADA | 0.06% | 1,379 | $5K |
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