Independent
Tenure on this board
6.1 yrs
7 nominees · 4 ballot items.
Election of four directors; ratification of Grant Thornton LLP as independent auditors; advisory (non-binding) approval of Named Executive Officer compensation (“Say on Pay”); approval of amendment and restatement of the 2023 Equity Incentive Plan to add 1,000,000 shares.
Elect four director nominees to serve staggered terms (three until 2029, one until 2027).
Ratify Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending January 2, 2027.
Non-binding, advisory "Say on Pay" vote to approve executive compensation as disclosed in the proxy.
The advisory Say-on-Pay proposal asks shareholders to approve, on a non-binding basis, the Company’s 2025 executive compensation program as described in the CD&A and related tables. Management seeks shareholder endorsement to validate the structure of pay that includes base salary, short-term incentives tied to Adjusted EBITDA, Sales, Adj. Free Cash Flow and Personal Goals, and long-term incentives split between time-based RSUs and performance-based stock options tied to Sales, Adjusted EPS and an rTSR modifier. The Board recommends a vote FOR, citing alignment with shareholder interests, pay-for-performance features (including clawback policy, stock ownership guidelines, and multi-metric performance measures), and high prior shareholder support (~99% in 2025). Contextually, the proposal arrives amid management transitions (new CEO in 2025) and compensation changes to better align with shareholder feedback, and is significant as an indicator of investor confidence but non-binding; the Board and Compensation Committee state they will consider the vote outcome when making future compensation decisions.
Approve amendment and restatement of the 2023 Equity Incentive Plan to add 1,000,000 shares to the plan.
This management proposal requests shareholder approval of an amendment to the company's 2023 Equity Incentive Plan to add 1,000,000 shares. Management frames the request as necessary to maintain competitive equity compensation for recruiting, retention, and aligning employee incentives with shareholder value. The amendment does not materially change other plan mechanics and includes governance features typical for modern equity plans (e.g., limits on non-employee director awards, anti-repricing without shareholder approval, discretionary performance-based vesting, and clawback provisions). The board and Compensation Committee recommend approval, citing historical burn rates, remaining share reserve (128,362 shares as of April 20, 2026), and an anticipated three-year runway at recent grant levels. From an analyst perspective, the proposal increases potential dilution by about 3.0% of outstanding shares (1,000,000 vs. ~33.0M shares), bringing total plan overhang to roughly 4.9% assuming target payouts — a moderate and generally market-acceptable level for a company of Helios’ size. Approval would give the Compensation Committee flexibility to continue granting RSUs, options and performance awards aligned with strategic goals; rejection would force greater cash compensation or rapid re-pricing of equity budgeting, which could pressure retention and alignment. The board’s governance safeguards (no repricing without shareholder approval, clawback policy, non-liberal change-in-control) mitigate some shareholder dilution concerns, but investors should weigh the incremental dilution against the company’s compensation needs, planned hiring, and capital allocation priorities.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 4.7% | 1,542,521 | $100M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.6% | 1,505,296 | $97M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 1,477,349 | $96M |
| 4 | Conestoga Capital Advisors, LLC | 4.0% | 1,325,206 | $86M |
| 5 | BlackRock, Inc. | 3.6% | 1,182,569 | $77M |
| 6 | Sara-Bay Financial | 3.5% | 1,153,896 | $75M |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 2.9% | 948,916 | $61M |
| 8 | BlackRock, Inc. | 2.8% | 934,984 | $61M |
| 9 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 2.8% | 931,008 | $60M |
| 10 | WASATCH ADVISORS LP | 2.4% | 799,008 | $52M |
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