Independent
Tenure on this board
5.0 yrs
4 nominees · 3 ballot items.
Election of four directors; advisory approval of executive compensation (say-on-pay); and ratification of Wolf & Company P.C. as independent registered public accounting firm for 2026.
Elect four incumbent director nominees (Genni Combes, Elizabeth Ross, John H. Griffin, Jr., and Bradley Radoff) to serve until the 2027 annual meeting.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the compensation disclosed for the Company’s named executive officers. Management is seeking this routine investor feedback mechanism to confirm alignment between executive pay and stockholder interests and to validate the Compensation Committee’s design of pay-for-performance incentives. The proxy states that compensation includes base salary, annual cash bonus opportunities, and periodic equity awards intended to attract and retain experienced executives during a multi-year turnaround, and that the Committee monitors programs to avoid encouraging excessive risk-taking. The Board highlights that the Company operates in a competitive labor market and that meaningful compensation is needed as executives take on additional responsibilities during restructuring and growth initiatives. Management points to strong prior stockholder support — the 2025 say-on-pay received 99.47% approval — as evidence of investor endorsement of its approach. Risks for shareholders include that the vote is advisory (non-binding), so the Board retains discretion even if the measure fails, and that incentive designs and equity grants can dilute shareholders and may reward outcomes that do not translate to sustained stockholder value. The proposal should be evaluated in the context of the Company’s recent operational improvements, restored liquidity and zero debt, and the Compensation Committee’s governance practices (clawback policy, stock ownership guidelines, and committee oversight). Given management’s stated rationale, governance safeguards, and recent positive operational momentum, the Board recommends a vote FOR to reaffirm the executive pay program.
Ratify the Audit Committee’s selection of Wolf & Company P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BLAIR WILLIAM CO/IL | 8.91% | 660,845 | $2M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.49% | 259,036 | $588K |
| 3 | Krilogy Financial LLC | 1.59% | 118,175 | $339K |
| 4 | RAFFLES ASSOCIATES LP | 1.18% | 87,757 | $199K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.61% | 45,314 | $103K |
| 6 | DIMENSIONAL FUND ADVISORS LP | 0.49% | 36,478 | $83K |
| 7 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.44% | 32,600 | $74K |
| 8 | ACADIAN ASSET MANAGEMENT LLC | 0.44% | 32,547 | $74K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.41% | 30,619 | $70K |
| 10 | STATE STREET CORP | 0.36% | 26,497 | $60K |
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