Independent
Tenure on this board
1.2 yrs
2 nominees · 3 ballot items.
Election of two Class I directors; ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026; and a non-binding advisory (“say-on-pay”) vote to approve the compensation paid to the Company’s named executive officers.
Elect two Class I directors (Samuel L. Molinaro Jr. and Gerald S. Hobbs) to serve three‑year terms expiring in 2029.
Ratify the Audit Committee and Board’s engagement of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A 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 stockholders to approve, on a non‑binding advisory basis, the Company’s named executive officer (NEO) compensation as disclosed in the proxy, including tables and narrative. Management frames the vote as a reaffirmation of a compensation program that emphasizes competitive pay, a mix of base salary, annual performance-based cash incentives and long-term equity (time‑based RSUs and market‑priced performance RSUs), and stock ownership guidelines to align executives’ interests with stockholders. The Compensation Committee has tied a large portion of pay to performance, using metrics and discretionary assessments to reward attainment of company objectives, and retained an independent compensation consultant (Pay Governance) to advise on program design; recent actions include annual bonuses partly paid as RSUs and multi‑year performance RSU grants with stock‑price‑based vesting hurdles. The Company points to strong 2025 financial performance — revenue of $244.7 million, adjusted EBITDA of $32.2 million, net income of $9.3 million — and prior strong shareholder support (90% approval in 2025) to justify continued use of its compensation structure. Because the vote is advisory, the Board and Compensation Committee state they will consider the result and stockholder feedback when making future compensation decisions. Management’s recommendation for a “FOR” vote rests on the view that the program appropriately balances retention, incentive and alignment with long‑term shareholder value and that the pay‑for‑performance link has been effective given recent operational and stock performance. Key governance context includes existing clawback policy, change‑in‑control and severance arrangements for key executives, and stock ownership guidelines; these elements inform the Committee’s rationale that the program is consistent with market practice and shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Private Capital Management, LLC | 9.8% | 4,671,408 | $18M |
| 2 | Cerity Partners LLC | 9.7% | 4,651,499 | $18M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 3.9% | 1,888,952 | $7M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 1,792,556 | $7M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.0% | 1,421,470 | $5M |
| 6 | BlackRock, Inc. | 2.9% | 1,379,399 | $5M |
| 7 | BlackRock, Inc. | 2.2% | 1,036,482 | $4M |
| 8 | CRAWFORD INVESTMENT COUNSEL INC | 1.9% | 919,143 | $4M |
| 9 | Hillsdale Investment Management Inc. | 1.8% | 845,203 | $3M |
| 10 | Crestwood Advisors Group, LLC | 1.7% | 819,090 | $3M |
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