Independent
Tenure on this board
7.8 yrs
2 nominees · 3 ballot items.
Elect two directors (James B. Avery and Jeffrey Tuder) to three-year terms; ratify CBIZ CPAs P.C. as the company’s independent registered public accounting firm for fiscal 2026; and an advisory (non-binding) say-on-pay vote to approve the compensation of the named executive officers.
Elect two directors, James B. Avery and Jeffrey Tuder, each to serve a three-year term expiring at the 2029 annual meeting of stockholders.
Ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This management-sponsored, non-binding advisory proposal asks stockholders to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. Management and the Compensation Committee characterize their program as pay-for-performance, combining base salary, annual incentive bonuses tied to revenue and Adjusted EBITDA, discretionary bonuses, and long-term equity awards (stock options and RSUs) to align executives’ interests with stockholders. For 2025 the Company failed to meet its established performance targets, resulting in no performance-based payouts, but the Compensation Committee approved discretionary cash bonuses equal to 64% of target (paid in March 2026) to recognize individual performance and restructuring efforts. The proposal is advisory and non-binding, giving the Board discretion even if stockholders vote against it, but the Board and Compensation Committee state they will consider voting results in future compensation decisions; historically, the Company received strong support (approximately 96.5% in 2024/2025) on prior say-on-pay votes. Relevant governance context includes robust severance and change-in-control protections for executives, a clawback policy for incentive compensation in the event of a material restatement, and substantial equity awards to the CEO and other NEOs in 2025 which materially increased reported compensation levels. Analysts should weigh the tension between elevated executive compensation (notably large grant-date equity values reported for 2025) and mixed company performance in 2025, as well as investor composition (significant holdings by Golden Harbor and North Sound-affiliated entities) when assessing the likely investor response. The Board recommends FOR the proposal citing alignment with pay-for-performance objectives, retention needs, and alignment with stockholder value, but a sophisticated reviewer should consider pay quantum, discretionary awards when targets were missed, and potential governance concerns that could prompt investor engagement despite the Board’s recommendation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ROYCE ASSOCIATES LP | 4.9% | 804,445 | $9M |
| 2 | MIC Capital Management UK LLP | 4.7% | 767,165 | $9M |
| 3 | First Eagle Investment Management, LLC | 3.5% | 570,849 | $6M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.1% | 510,805 | $6M |
| 5 | BlackRock, Inc. | 2.9% | 465,012 | $5M |
| 6 | Blue Door Asset Management, LLC | 1.9% | 316,665 | $4M |
| 7 | GENDELL JEFFREY L | 1.6% | 255,205 | $3M |
| 8 | BlackRock, Inc. | 1.5% | 249,730 | $3M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.5% | 241,381 | $3M |
| 10 | STATE STREET CORP | 1.4% | 221,266 | $2M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.