Independent
Tenure on this board
20.1 yrs
5 nominees · 3 ballot items.
Stockholders will vote to elect five directors, ratify Grant Thornton, LLP as the company’s independent registered public accounting firm for 2026, and approve, by non-binding advisory vote, the compensation of the company’s named executive officers (Say-on-Pay).
Elect five directors (Richard F. Baalmann, Jr., Katherine F. Franklin, Walter P. Glazer, Jr., Patrick J. Griffin and Edward E. Williams) to the Board to serve one-year terms until the 2027 annual meeting or until their successors are elected and qualified.
Ratify the Audit Committee’s selection of Grant Thornton, LLP as Escalade’s independent registered public accounting firm for fiscal year 2026.
Advisory (non-binding) vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This management proposal requests an advisory, non-binding endorsement of the Company’s executive compensation program as disclosed in the proxy statement (the CD&A, tables and narrative). Management is seeking shareholder approval to demonstrate support for its pay philosophy—pay-for-performance, a mix of base salary, annual cash incentives tied to profit targets, and long-term equity incentives (restricted stock units)—and to provide the Compensation Committee with stockholder feedback that it will consider in future compensation decisions. The Company frames its program as aligning executive interests with stockholders through equity awards and linking cash bonuses to financial performance and strategic objectives; the Compensation Committee retains discretion over final awards and considers qualitative and quantitative factors. The advisory vote does not change compensation directly (it is non-binding), but management argues that a favorable vote validates the program and will be used in future determinations; conversely, an unfavorable vote would prompt the Committee to review and potentially adjust practices. Company-specific context includes recent CEO transitions and one-time payments (e.g., signing and severance payments for a former CEO) that materially affected total compensation in 2025 and may influence shareholder perceptions of pay outcomes. The filing emphasizes safeguards such as a claw-back policy, prohibitions on hedging by insiders, and Committee oversight to mitigate excessive risk-taking. The Board’s unanimous recommendation to vote FOR is grounded in the Committee’s view that compensation structures attract and retain talent, align with long-term shareholder value, and are calibrated to the Company’s strategy and performance metrics. Given the Company’s status as a smaller reporting company and the disclosed mix of performance metrics (net income, revenue/profit targets, and equity-based alignment), an investor evaluating the proposal should weigh the program’s governance features, recent extraordinary payments, historical shareholder approval trends, and the Compensation Committee’s responsiveness to negative feedback when assessing whether the advisory vote reflects genuine alignment with long-term shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Minerva Advisors LLC | 4.11% | 567,621 | $10M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 3.08% | 424,748 | $7M |
| 3 | North Star Investment Management Corp. | 3.06% | 422,345 | $7M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.88% | 397,937 | $7M |
| 5 | BlackRock, Inc. | 2.52% | 347,849 | $6M |
| 6 | Rehmann Capital Advisory Group | 2.24% | 309,213 | $5M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.40% | 192,982 | $3M |
| 8 | STATE STREET CORP | 0.98% | 135,823 | $2M |
| 9 | BlackRock, Inc. | 0.97% | 134,317 | $2M |
| 10 | NORTHERN TRUST CORP | 0.59% | 81,638 | $1M |
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