Independent
Tenure on this board
1.5 yrs
5 nominees · 3 ballot items.
Election of five directors; Ratification of BPM LLP as independent auditors for fiscal 2026; Advisory (non-binding) approval of named executive officer compensation.
Elect five nominees as directors to serve for one-year terms or until successors are elected and qualified.
Ratify BPM LLP as the Company’s independent registered public accounting firm for fiscal year 2026 ending January 2, 2027.
The Audit Committee seeks ratification of BPM LLP as the company’s independent auditor for fiscal year 2026. While shareholder ratification is not legally required, the board considers it desirable to seek stockholder approval as an affirmation of the Audit Committee’s selection and to maintain transparency and accountability. BPM has served as the auditor for fiscal 2025, and the proposal notes that representatives of BPM are expected to be available at the meeting. The proposal details the committee’s prerogative to replace the auditor at any time in its discretion, and clarifies that a negative ratification vote would prompt reconsideration by the Audit Committee. The board recommends a vote FOR the ratification, emphasizing continuity, auditor independence, and the Audit Committee’s oversight role in evaluating auditor performance and fees.
Conduct an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory Say-on-Pay proposal asks stockholders to approve the overall compensation of the named executive officers as disclosed in the proxy. Management frames the program as aligned with long-term stockholder interests, composed of base salary, quarterly performance-based cash bonuses under the 2025 STI Plan, and long-term equity awards (options and RSUs) that vest over multiple years to encourage retention and alignment. The Compensation Committee uses peer data and performance metrics to determine pay levels and maintains severance/change-in-control arrangements to retain executives during potential transactions. The vote is non-binding but intended to provide guidance to the Board and Compensation Committee; the Board recommends voting FOR. A majority of voting power present is required for approval, with abstentions counting as against and broker non-votes not affecting outcome.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PARAGON ASSOCIATES PARAGON ASSOCIATES II JOINT VENTURE | 5.74% | 1,000,000 | $1M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.96% | 514,593 | $520K |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 2.28% | 396,627 | $401K |
| 4 | WEBER CAPITAL MANAGEMENT LLC /ADV | 1.49% | 259,558 | $262K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.79% | 137,131 | $139K |
| 6 | CITADEL ADVISORS LLC | 0.35% | 60,851 | $61K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.35% | 60,155 | $61K |
| 8 | UNITED CAPITAL FINANCIAL ADVISORS, LLC | 0.33% | 57,529 | $58K |
| 9 | PERKINS CAPITAL MANAGEMENT INC | 0.32% | 55,300 | $56K |
| 10 | THOMPSON DAVIS CO., INC. | 0.27% | 47,444 | $48K |
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