Independent
Tenure on this board
3.7 yrs
4 nominees · 3 ballot items.
Elect four directors (class of 2028), approve by non-binding advisory vote the named executive officer compensation (say-on-pay), and ratify the appointment of BDO USA, P.C. as the company’s independent auditors for fiscal 2026.
Elect four directors—Loan N. Mansy, Richard Parrillo, Eric A. Prouty and Alan Sheriff—to serve two-year terms expiring at the 2028 annual meeting.
Non-binding advisory 'say-on-pay' resolution to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal requests a non-binding, advisory shareholder vote to approve the named executive officer (NEO) compensation disclosed in the proxy statement (a typical 'say-on-pay' vote). Management is seeking shareholder approval to validate its compensation program, which combines base salary, annual cash and/or equity bonuses tied to company financial metrics, and long-term equity incentive awards intended to align executive incentives with shareholder value. The company emphasizes that the Compensation Committee sets pay to attract, retain and motivate executives, balance short-term and long-term incentives, and link payouts to performance metrics such as EBITDA, stock price and net income; annual and long-term equity awards (including options with performance vesting conditions) play a significant role. The vote is non-binding, but the Board and Compensation Committee state they will carefully consider the results when evaluating and potentially adjusting compensation practices. Contextual governance considerations include recent executive changes (a new CEO and employment agreements with change-in-control and severance provisions), option grants with multi-year performance vesting metrics, and the CEO serving also as Board Chair with a lead independent director in place. Potential investor concerns include pay-versus-performance alignment (the proxy includes extensive 'pay versus performance' disclosure), severance and change-in-control protections, and the structure/timing of equity grants; proponents of the program would argue that multi-year performance-based vesting and tying awards to relative stock performance (Russell 2000) align management and shareholders. The Board’s recommendation 'FOR' reflects its view that the current program is competitive, appropriately calibrated to company size and strategy, and subject to oversight by an independent Compensation Committee that uses external benchmarking and consultant input. From an analyst perspective, the advisory vote is an important signal of shareholder sentiment on executive pay; a strong 'for' vote supports management continuity of pay practices, while significant opposition would likely prompt the Board and Compensation Committee to review plan design, disclosure, or governance safeguards.
Ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Hartree Partners, LP | 9.0% | 3,800,000 | $22M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.8% | 2,034,940 | $12M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 1,660,146 | $10M |
| 4 | BlackRock, Inc. | 3.6% | 1,509,386 | $9M |
| 5 | RENAISSANCE TECHNOLOGIES LLC | 3.6% | 1,504,250 | $9M |
| 6 | AMERICAN CENTURY COMPANIES INC | 3.5% | 1,487,774 | $9M |
| 7 | NEW SOUTH CAPITAL MANAGEMENT INC | 2.8% | 1,190,029 | $7M |
| 8 | BlackRock, Inc. | 2.6% | 1,083,161 | $6M |
| 9 | STATE STREET CORP | 2.1% | 897,873 | $5M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.1% | 881,235 | $5M |
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