Not independent
Tenure on this board
34.4 yrs
5 nominees · 3 ballot items.
Stockholders will vote to elect five directors (Roger Susi, Monty Allen, Joe Kiani, Hilda Scharen-Guivel, and James Hawkins), to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2026, and to approve, on a non-binding advisory basis, the fiscal 2025 compensation of the Company’s named executive officers (say-on-pay).
Elect five directors (Roger Susi, Monty Allen, Joe Kiani, Hilda Scharen-Guivel, and James Hawkins) to serve until the 2027 annual meeting.
Ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on a non-binding advisory basis, the fiscal 2025 compensation of the Company’s named executive officers as disclosed in this Proxy Statement.
This non-binding advisory 'say-on-pay' proposal asks stockholders to approve the Company’s fiscal 2025 named executive officer (NEO) compensation as disclosed in the proxy statement, including compensation tables and narrative. Management seeks this advisory approval to solicit stockholder feedback on the overall design and outcomes of its executive compensation program, which consists of base salary, annual cash incentive bonuses, and long-term equity incentives (RSUs and PSUs). The Board and Compensation Committee view the vote as an important governance checkpoint and state they will review and consider the voting results in future compensation decisions, although the resolution is non-binding. Company disclosures emphasize pay-for-performance alignment: annual bonuses used corporate and individual metrics (105% attainment in 2025), equity awards to NEOs (RSUs/PSUs) that vest over multi-year periods, and the CEO’s substantial ownership (~35%) which management says aligns CEO interests with stockholders. The proxy includes a Pay Versus Performance table showing compensation actually paid alongside company TSR and net income, intended to demonstrate alignment between realized pay and corporate performance. Contextual factors include the Company’s status as a smaller reporting company with scaled disclosures, the timing and design of equity awards (e.g., RSUs granted and vesting schedules), and recent increases in base salaries and cash bonuses paid. Management’s rationale for seeking approval is to validate their compensation philosophy and maintain investor confidence; they also note that the advisory vote is held annually and next frequency vote is planned by 2029. For an analyst, key considerations are the non-binding nature of the vote, disclosed pay-for-performance mechanisms (including market-conditioned PSUs), the CEO’s concentrated ownership which may reduce agency problems but raises governance considerations, and the Board’s commitment to consider but not be bound by the vote when setting future compensation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RENAISSANCE TECHNOLOGIES LLC | 3.45% | 440,712 | $42M |
| 2 | Copeland Capital Management, LLC | 2.81% | 359,325 | $35M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.81% | 358,620 | $35M |
| 4 | BlackRock, Inc. | 2.74% | 350,718 | $34M |
| 5 | Nine Ten Capital Management LLC | 2.62% | 334,488 | $32M |
| 6 | BlackRock, Inc. | 2.38% | 304,713 | $29M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.02% | 258,329 | $25M |
| 8 | T. Rowe Price Investment Management, Inc. | 2.01% | 256,697 | $25M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 1.65% | 211,491 | $20M |
| 10 | STATE STREET CORP | 1.60% | 204,528 | $20M |
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