Not independent
Tenure on this board
41.7 yrs
1 nominee · 3 ballot items.
Shareholders will vote to elect one Class III director (Nick A. Caporella), cast a non-binding advisory vote to approve the overall compensation of the Company's executive officers (say-on-pay), and transact any other business properly presented at the meeting.
Election of one Class III director to serve a three-year term (nominee: Nick A. Caporella).
Non-binding, advisory vote to approve the overall compensation of the Company's executive officers as disclosed in the proxy statement (scheduled every three years).
This non-binding management proposal asks shareholders to approve, on an advisory basis, the overall compensation of the Company’s executive officers as disclosed in the proxy statement. Management is seeking shareholder approval primarily to comply with the Dodd-Frank Act’s advisory vote requirement and has scheduled the vote on a triennial basis following the 2023 advisory outcome. The Board emphasizes that the vote is advisory and not intended to address any single compensation item but rather the Company’s overall compensation philosophy, policies and practices, which include base salary, annual cash bonuses, share-based long-term incentives and benefits. The filing discloses that the CEO’s reported compensation reflects the total management fee paid to CMA, a related-party management company, which is material context for evaluating alignment and pay levels. Management recommends a FOR vote, arguing that its compensation program attracts and retains executives and aligns long-term shareholder value through incentive design and vesting schedules. Given the company’s concentrated ownership—Mr. Nick A. Caporella beneficially owns a controlling stake—the Board notes that shareholder governance mechanisms operate within that ownership structure, which may affect the practical influence of the advisory vote. The proposal will be approved by a majority of votes cast but, being advisory, will not be binding on the Board; nonetheless, prior shareholder voting (80% in 2023) informed the Board’s decision to retain a triennial frequency. Analysts should weigh the compliance rationale, the company’s disclosure about related-party management fees, and the non-binding nature of the vote when assessing governance and potential investor responsiveness to adverse outcomes.
To transact such other business as may properly come before the Meeting.
This item is a catch-all agenda provision authorizing consideration and voting on any other matters that may properly arise at the meeting. It effectively grants the persons named in the proxy discretionary authority to vote on unforeseen proposals in accordance with their best judgment, subject to applicable law and the Company’s charter and bylaws. The Board has stated it does not now intend to bring any other matters before the Meeting, so the occurrence of additional substantive proposals is unlikely. From a governance perspective, this item preserves the Board's and management’s ability to address administrative or procedural matters or to vote proxies on emergent issues without reconvening the meeting. Shareholders should understand that, unless a specific shareholder proposal is timely submitted under the advance notice provisions, independent shareholder proposals are unlikely to appear, and discretionary proxy voting will likely determine outcomes for any ad hoc matters. The presence of this item has no direct economic effect but can be relevant if a material corporate event is announced shortly before the meeting. Given the Company’s concentrated ownership, management and the named proxies are expected to control votes on any such matters that arise.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RENAISSANCE TECHNOLOGIES LLC | 3.15% | 2,945,897 | $99M |
| 2 | BlackRock, Inc. | 2.70% | 2,525,249 | $85M |
| 3 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 2.03% | 1,904,685 | $64M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.71% | 1,604,046 | $54M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 1.58% | 1,476,028 | $50M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 1.12% | 1,044,886 | $35M |
| 7 | STATE STREET CORP | 0.96% | 902,627 | $30M |
| 8 | BlackRock, Inc. | 0.86% | 808,404 | $27M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.82% | 765,560 | $26M |
| 10 | TWO SIGMA INVESTMENTS, LP | 0.64% | 596,559 | $20M |
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.