Not independent
Tenure on this board
30.4 yrs
7 nominees · 4 ballot items.
Elect seven directors; Ratify Grant Thornton LLP as auditor; Advisory (non-binding) vote on executive compensation (say-on-pay); Approve amendments to 2021 Restricted Stock Award Plan (increase shares and other changes).
Elect seven directors to serve until the 2027 annual meeting.
Ratify appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2026.
Advisory (say-on-pay) vote to approve executive compensation disclosed in the proxy statement.
The non-binding advisory proposal asks shareholders to approve the compensation of the company's Named Executive Officers as disclosed in the proxy statement. Management includes a supporting resolution text and recommends a vote "For," arguing that the company's compensation philosophy is conservative, aligns management with stockholders through ownership guidelines and limited use of equity, and that prior say-on-pay votes showed strong shareholder support. The vote is advisory only and not binding on the Board, but the Compensation Committee will consider the outcome when making future decisions. The proposal reflects ongoing federal requirements under Section 14A of the Exchange Act and is routine for public companies' proxy statements.
Amend the 2021 Restricted Stock Award Plan to increase shares available from 600,000 to 1,200,000 and make administrative and conforming changes.
The proposal requests shareholder approval to amend the company's 2021 Restricted Stock Award Plan to increase the authorized share pool from 600,000 to 1,200,000 shares and to make miscellaneous administrative changes. Management argues that while the company has not historically made annual equity grants, having additional authorized shares provides flexibility to grant equity awards as part of retention, recruitment, and retirement incentive strategies and conserves cash. The Board considered available shares (approximately 179,923 remaining as of March 16, 2026), potential dilution, peer practices, ownership guidelines, and workforce strategy in recommending the amendment. The Plan contains double-trigger change-in-control provisions, eligibility limits (excluding immediate family members of Ann S. Gerdin), and typical administration/withholding and transfer restrictions. If not approved, the company may need to rely more on cash or different compensation measures, which could affect competitiveness and cash needs. The Board recommends a "For" vote and provides a detailed Plan summary and appendix showing the exact amendment language.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.18% | 4,789,599 | $50M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.76% | 3,690,768 | $38M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.89% | 2,242,432 | $23M |
| 4 | STATE STREET CORP | 2.67% | 2,065,866 | $22M |
| 5 | AMERICAN CENTURY COMPANIES INC | 2.36% | 1,830,343 | $19M |
| 6 | GATE CITY CAPITAL MANAGEMENT, LLC | 2.04% | 1,578,634 | $16M |
| 7 | TWO SIGMA INVESTMENTS, LP | 1.86% | 1,440,134 | $15M |
| 8 | BlackRock, Inc. | 1.73% | 1,343,163 | $14M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.41% | 1,089,550 | $11M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.32% | 1,022,186 | $11M |
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