Shaikh Ali Sultan AI Nuaimi
Independent
Tenure on this board
New nominee
7 nominees · 3 ballot items.
Election of seven directors; ratification of SR CPA & Co. as independent auditors for 2026; and an advisory (non-binding) vote to approve named executive officer compensation (say-on-pay).
Elect seven nominees to the Board of Directors to serve until the next annual meeting.
Ratify the Audit Committee’s appointment of SR CPA & Co. 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 paid to the named executive officers as described in the Executive Compensation section of the proxy statement.
This advisory (non-binding) proposal asks stockholders to approve the Company’s named executive officer compensation as described in the proxy statement, including narrative disclosure and compensation tables. Management is seeking shareholder approval to provide transparency and a signal of support for its compensation philosophy, which it describes as focused on retention, alignment with stockholder interests, and a mix of salary, equity-based long-term awards, and discretionary bonuses. The Company emphasizes equity-based awards for its most recent CEO and CFO hires (each structured as shares with an aggregate fair market value of $100,000 for the initial 12-month service period) and discretionary bonuses and RSUs for prior executives; this indicates a tilt toward long-term, equity-linked incentives to align management with longer-term performance. The vote is purely advisory; it will not change contracts automatically but the Compensation Committee has committed to consider the results when making future compensation decisions. Management argues that the compensation program balances short-term and long-term incentives, emphasizes retention and performance, and is not reasonably likely to encourage excessive risk-taking. For evaluating investors, relevant context includes the Company’s status as a smaller reporting company (with some Compensation Disclosure exemptions), recent leadership transitions in 2025 (a change in CEO and CFO), and the Company’s weak recent financial performance disclosed in the filing, which may influence how shareholders view pay-for-performance alignment. The Board recommends a FOR vote and will use the advisory outcome to guide future pay decisions, but because the vote is non-binding, substantive changes to executive pay require affirmative Board or committee actions. Given the equity-heavy structure for new executives and the Company’s disclosed compensation philosophy, sophisticated analysts should weigh whether the awards appropriately tie pay to measurable performance and whether governance and disclosure are adequate given recent management turnover and financial results.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GEODE CAPITAL MANAGEMENT, LLC | 0.30% | 31,604 | $36K |
| 2 | VANGUARD FIDUCIARY TRUST CO | 0.22% | 23,285 | $27K |
| 3 | UBS Group AG | 0.13% | 13,997 | $16K |
| 4 | NORTHERN TRUST CORP | 0.11% | 11,540 | $13K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.09% | 9,987 | $11K |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 0.07% | 7,003 | $8K |
| 7 | Vanguard Global Advisers, LLC | 0.00% | 223 | $256 |
| 8 | Tower Research Capital LLC (TRC | 0.00% | 186 | $214 |
| 9 | Caitong International Asset Management Co., Ltd | 0.00% | 4 | $5 |
| 10 | ROYAL BANK OF CANADA | 0.00% | 3 | $3 |
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