Independent
Tenure on this board
3.2 yrs
Also a director at
Freightcar America Inc (RAIL)
3 nominees · 4 ballot items.
Four proposals: (1) elect three Class III directors (Rodger Boehm, Mary Gustanski, Robert Knight, Jr.); (2) ratify Grant Thornton LLP as independent auditors for fiscal 2026; (3) approve, on an advisory basis, executive compensation (Say-on-Pay); and (4) approve an amendment to the 2024 Equity Incentive Plan to add 8,000,000 shares to the plan reserve.
Elect the three Class III director nominees (Rodger Boehm, Mary Gustanski, and Robert Knight, Jr.) to serve until the 2029 Annual Meeting or until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2026.
Approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This non-binding management proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy, signaling support for the design and outcomes of the pay program. Management frames its program as pay-for-performance with a significant portion of CEO target pay ‘at risk’ and a mix of time-based and performance-based RSUs tied to multi-year stock-price thresholds ($4.00, $5.00, $6.00) and time vesting, as well as annual cash incentives tied to operational milestones (primarily KARNO generator deliveries, performance, and cost reduction). The Compensation Committee engaged an independent consultant and used a peer group to benchmark target pay; it retains discretion to adjust payouts and has clawback policies and stock ownership guidelines. In 2025 the formulaic company performance metrics were below threshold, resulting in no payout on those metrics, but certain individual performance objectives were met and produced limited cash payouts; the Compensation Committee emphasizes retention and long‑term alignment via equity. Because the vote is advisory, the Board will consider the outcome when setting future compensation but is not bound to it; the Company has historically held annual say-on-pay votes and received strong support in 2025. Key considerations for an investor evaluating this proposal include the alignment of performance metrics with strategic milestones, the calibrations of stock-price-based performance vesting (which can be sensitive to overall market conditions), the dilutive impact of equity grants, and the Company’s disclosures demonstrating governance safeguards such as clawbacks and independent committee review. A vote FOR supports management’s current approach to linking pay to commercialization milestones and long-term shareholder value; a vote AGAINST would signal stockholder concern about program design, outcomes, or execution and could prompt committee-level reassessment. Given the company’s status as a smaller reporting company and its ongoing commercialization efforts, the proposal sits at the intersection of retention needs and accountability for operational delivery.
Approve the 2026 amendment to the 2024 Equity Incentive Plan to add eight million (8,000,000) shares of common stock to the plan reserve for future equity awards.
This management proposal requests shareholder approval to increase the 2024 Equity Incentive Plan reserve by 8,000,000 shares through a formal amendment to Section 2(a) of the Plan, as reflected in Annex A. Management argues the increase is necessary to continue granting competitive equity awards for employee retention and long‑term alignment, citing internal estimates of shares required over the next three years and historical burn rates (three‑year average burn rate ~1.80%; recent annual burn rates up to 2.42%). The 2024 Plan already contains governance features including a minimum one‑year vesting requirement (with limited 5% exceptions), limits on director compensation, clawback policies, change‑in‑control treatment, and adjustment mechanics for capital changes; the amendment makes no other substantive changes to those terms. From a financial and governance perspective, the main tradeoffs for investors are the benefit of supporting retention and incentivizing commercialization milestones versus the dilutionary effect of adding shares to the reserve; the filing provides current plan usage: ~8.28 million shares underlying unvested full‑value awards and ~5.67 million shares available prior to the proposed increase. The Board considered these competing factors and recommended the increase to maintain the Company’s ability to grant equity, especially given the Company’s stage of commercialization and reliance on equity‑based pay for retention. The proposal is subject to a majority of outstanding shares present and voting; abstentions count as against and broker non‑votes have no effect. Investors evaluating this proposal should review grant pacing, historic and projected burn rates, the mix of time‑based versus performance awards, potential dilution under several issuance scenarios, and the company’s retention risks if the reserve is not increased. Approving the amendment supports management’s ability to provide incentive compensation but introduces potential dilution that should be weighed against expected value creation from successful commercialization and employee retention.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.15% | 5,616,646 | $10M |
| 2 | GENERAL ELECTRIC CO | 3.08% | 5,500,000 | $10M |
| 3 | BlackRock, Inc. | 2.51% | 4,473,499 | $8M |
| 4 | Invesco Ltd. | 2.07% | 3,687,690 | $6M |
| 5 | BlackRock, Inc. | 1.76% | 3,139,791 | $6M |
| 6 | STATE STREET CORP | 1.69% | 3,007,143 | $5M |
| 7 | HITE Hedge Asset Management LLC | 1.59% | 2,827,742 | $5M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.47% | 2,629,222 | $5M |
| 9 | MILLENNIUM MANAGEMENT LLC | 0.78% | 1,395,036 | $2M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 0.57% | 1,018,660 | $2M |
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