Independent
Tenure on this board
7.2 yrs
4 nominees · 3 ballot items.
Elect one director for Common Stock and four directors for Class B Stock; ratify the selection of Carr, Riggs & Ingram, L.L.C. as independent auditors for fiscal 2026; and an advisory (non-binding) vote to approve executive compensation as disclosed in the proxy.
Election of one director by holders of Common Stock (General John G. Coburn) and election of three directors by holders of Class B Stock (Marc G. Elliott, Walter A. Ketcham, Jr., and Thomas Vecchiolla) to serve until their successors are elected and qualified.
Ratify the Board’s selection of Carr, Riggs & Ingram, L.L.C. as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026 (following BPB’s cessation due to a transaction where CRI acquired certain BPB assets).
Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement, including the Summary Compensation Table and related narrative.
This advisory (non-binding) proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy, serving as a stockholder expression of support for the Compensation Committee’s policies and pay decisions. Management is seeking this advisory approval to confirm that its compensation philosophy — described as intended to attract, motivate, and retain critical executives and to align management with stockholder interests — has shareholder support. The Company’s disclosed pay is largely fixed cash compensation with limited variable or equity-based awards (no outstanding equity awards as of September 30, 2025), which contributes to a limited relationship between pay and total shareholder return or net income for the periods shown. The Compensation Committee retains discretion to review and modify programs and may engage consultants as needed; the Committee also emphasizes governance features such as a clawback policy for performance-based compensation in the event of a restatement. Management frames the vote as a holistic endorsement of the compensation program rather than approval of any single item of pay, and the Board recommends a FOR vote while noting the result is non-binding. The Board and Compensation Committee state they value shareholder feedback and will consider any significant vote against the proposal and may take actions in response. In context, the Company is a smaller NYSE American-listed industrials firm with largely fixed cash pay and no equity incentives, meaning that the advisory vote primarily assesses philosophy and disclosure rather than complex pay-for-performance linkages. The Board’s recommendation rests on its view that the current programs are competitive and aligned with long-term company objectives; however, the non-binding nature of the vote and the company’s limited use of performance metrics may be points of focus for investors evaluating alignment between pay and performance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SYSTEMATIC FINANCIAL MANAGEMENT LP | 7.38% | 1,081,121 | $14M |
| 2 | ROYCE ASSOCIATES LP | 6.32% | 927,000 | $12M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.07% | 743,676 | $10M |
| 4 | VANGUARD GROUP INC | 3.43% | 503,401 | $7M |
| 5 | RENAISSANCE TECHNOLOGIES LLC | 2.35% | 343,974 | $4M |
| 6 | BlackRock, Inc. | 2.35% | 343,894 | $4M |
| 7 | MARTIN CO INC /TN/ | 2.24% | 328,297 | $4M |
| 8 | GAMCO INVESTORS, INC. ET AL | 1.76% | 258,200 | $3M |
| 9 | Teton Advisors, LLC | 1.69% | 248,000 | $3M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.41% | 207,180 | $3M |
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