Independent
Tenure on this board
10.1 yrs
3 nominees · 4 ballot items.
Election of three directors (Kathleen Brown, Gary Hunt, Michael Winer); advisory approval of executive compensation (say-on-pay); ratification of Deloitte & Touche LLP as independent auditors; approval of amendment and restatement of the 2023 Incentive Award Plan.
Re-elect Kathleen Brown, Gary Hunt and Michael Winer as Class II directors for three-year terms expiring at the 2029 annual meeting.
Non-binding advisory vote to approve compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to approve, on a non-binding advisory basis, the overall compensation paid to the company's named executive officers as disclosed in the proxy. Management seeks this approval to satisfy Dodd-Frank and SEC requirements and to solicit shareholder feedback on pay practices. The Compensation Committee explains that pay is largely performance-based, combining short-term cash incentives and long-term equity awards tied to company performance metrics and peer benchmarking, and that 2025 awards included outperformance awards to align executives with shareholder value creation. The board recommends a FOR vote, citing the compensation program's alignment with long-term shareholder interests, use of independent compensation consultant, clawback policy, and prior strong shareholder support (99.7% approval in 2025). The advisory vote is not binding but will inform future pay decisions by the Board and Compensation Committee.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Approve an amendment and restatement increasing the share reserve by 7,500,000 shares and making other updates to the 2023 Incentive Award Plan; contingent awards granted subject to shareholder approval.
This management proposal seeks shareholder approval to amend and restate the company's 2023 Incentive Award Plan to add 7.5 million newly reserved shares (increasing the aggregate reserve) and make administrative updates. The board argues the increase is necessary because the existing share reserve is nearly exhausted, Contingent Awards were granted from the increase pending shareholder approval, and continued use of equity awards is important for attracting and retaining talent and aligning management with shareholders. The Restated Plan retains limits on repricing without shareholder approval, minimum vesting safeguards with limited exceptions, no dividend payments on unvested awards, and no tax gross-ups, while also allowing the Compensation Committee discretion over award terms. Approval triggers S-8 registration and is expected to provide a share runway of approximately two to three years under current grant practices; failure to approve would forfeit Contingent Awards and revert the Prior Plan terms. The board recommends a FOR vote based on analyses of burn rate, overhang, and competitive benchmarking and the Compensation Committee’s independent consultant review.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ROBOTTI ROBERT | 4.69% | 6,962,320 | $34M |
| 2 | PRIVATE MANAGEMENT GROUP INC | 3.55% | 5,269,606 | $26M |
| 3 | THIRD AVENUE MANAGEMENT LLC | 2.60% | 3,861,162 | $19M |
| 4 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 2.02% | 3,007,019 | $15M |
| 5 | BANK OF AMERICA CORP /DE/ | 1.91% | 2,839,640 | $14M |
| 6 | IMMERSION CORP | 1.88% | 2,793,081 | $14M |
| 7 | O'Keefe Stevens Advisory, Inc. | 1.68% | 2,497,050 | $12M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 0.86% | 1,277,464 | $6M |
| 9 | Glendon Capital Management LP | 0.78% | 1,158,162 | $6M |
| 10 | ACR Alpine Capital Research, LLC | 0.53% | 791,913 | $4M |
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