Not independent
Tenure on this board
6.9 yrs
6 nominees · 3 ballot items.
Three proposals: (1) elect six directors; (2) ratify Forvis Mazars LLP as independent registered public accounting firm for fiscal year 2026; and (3) approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (say-on-pay).
Elect six director nominees (Richard F. Hermanns, R. Rimmy Malhotra, Lawrence F. Hagenbuch, Kathleen Shanahan, Edward Jackson, and Jack Olmstead) to serve until the next annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of Forvis Mazars LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) approval of the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement, including compensation tables and narrative disclosure.
This proposal asks stockholders to cast a non-binding, advisory vote approving the compensation disclosed for the Company’s Named Executive Officers. Management is seeking shareholder approval to confirm that its compensation design — overseen by the Compensation Committee — is aligned with HireQuest’s business objectives, incentivizes both short- and long-term profitable growth, and is consistent with stockholder interests. The proxy discloses that the Compensation Committee sets pay with an emphasis on bonuses, equity awards, and performance measures, and that beginning in 2026 the Committee shifted emphasis toward Adjusted EBITDA as a key metric for the CEO’s compensation. The Board recommends a FOR vote and frames the advisory vote as a means to solicit shareholder feedback, while noting the vote is non-binding and will not itself change compensation arrangements. The Company states it will consider the vote outcome in future compensation design and engage with stockholders if broadly held concerns emerge. From a governance perspective, the CEO also serves as Chairman and is a significant stockholder, and the compensation program includes employment agreements and restricted equity grants (recently granted) that materially affect pay outcomes and vesting treatment in termination or change-of-control scenarios — factors that investors often evaluate when assessing pay-for-performance alignment and potential entrenchment. The advisory nature of the vote means a strong shareholder rejection would be a signaling event prompting further engagement and potential changes by the Compensation Committee, whereas an affirmative vote provides management with validation for its current program. Analysts should weigh the disclosed compensation metrics, the recent contractual changes (e.g., bonus formulas and equity grant timing), and the Committee’s stated intent to link pay more closely to Adjusted EBITDA when assessing whether pay is appropriately aligned with long-term stockholder value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Bandera Partners LLC | 1.7% | 236,847 | $2M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.7% | 230,125 | $2M |
| 3 | BlackRock, Inc. | 1.2% | 161,982 | $2M |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.9% | 121,082 | $1M |
| 5 | NewEdge Wealth, LLC | 0.7% | 93,036 | $928K |
| 6 | STATE STREET CORP | 0.6% | 77,166 | $770K |
| 7 | BlackRock, Inc. | 0.5% | 62,673 | $625K |
| 8 | Summit Trail Advisors, LLC | 0.5% | 62,667 | $625K |
| 9 | GOLDMAN SACHS GROUP INC | 0.3% | 41,338 | $413K |
| 10 | NORTHERN TRUST CORP | 0.3% | 41,179 | $411K |
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