Not independent
Tenure on this board
6.5 yrs
6 nominees · 3 ballot items.
Election of six directors; ratification of CBIZ CPAs P.C. as independent registered public accounting firm for 2026; and a non-binding advisory 'say-on-pay' vote on the Company’s executive compensation.
Elect six directors to serve until the next annual meeting and until their successors are elected and qualify; nominees are Meryl S. Golden, Thomas Newgarden, Floyd R. Tupper, William L. Yankus, Manmohan Singh, and Pranav Pasricha.
Ratify the Audit Committee’s selection 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 (Item 402 of Regulation S-K), including compensation tables and narrative disclosure.
This non-binding management proposal asks stockholders to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement (the 'say-on-pay' vote). Management and the Compensation Committee frame the program as designed to attract and retain executives, align executive pay with stockholder interests, reward financial and operational performance, and remain competitive in the industry. The advisory vote is not binding but the Board and Compensation Committee state they will consider the outcome and may adjust policies in response. The Company discloses detailed compensation tables, employment agreements (including CEO employment agreements with specified salary, bonus and equity grant terms), equity grant practices under the 2024 Plan, and change-in-control and termination provisions that can accelerate vesting. Key contextual points include material equity grants to the CEO and other NEOs in recent years, an explicit bonus formula for the CEO tied to consolidated income from operations (excluding certain investment and unrealized items), and severance/change‑in‑control protections that provide up to 1.5x salary in certain circumstances. The Board’s recommendation to vote FOR reflects confidence that compensation is structured to promote long-term stockholder value, but the advisory nature of the vote means stockholders can signal concerns without directly changing pay outcomes. Given the pay-versus-performance table and detailed narrative, an analyst should weigh recent increases in CEO total compensation and equity awards against company performance metrics (e.g., net income and total stockholder return) disclosed in the proxy. The Committee’s disclosure that it did not time equity grants around material nonpublic information in 2025 reduces potential timing-related governance concerns, but the presence of multi-year employment agreements and change-in-control protections merits scrutiny for potential entrenchment or excessive severance. Overall, the proposal is a standard corporate governance mechanism for stockholder feedback on pay; its informational disclosures provide the basis for evaluating alignment, but an informed judgment will require analyzing realized pay, equity vesting schedules, potential dilution from reserved shares, and whether compensation outcomes correlate with company performance over the relevant measurement periods.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ROYCE ASSOCIATES LP | 3.7% | 535,657 | $8M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.4% | 495,779 | $7M |
| 3 | BlackRock, Inc. | 3.2% | 469,039 | $7M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 2.7% | 393,489 | $6M |
| 5 | Cruiser Capital Advisors, LLC | 2.3% | 333,711 | $5M |
| 6 | AMERICAN CENTURY COMPANIES INC | 2.3% | 331,866 | $5M |
| 7 | Gator Capital Management, LLC | 2.2% | 313,652 | $5M |
| 8 | De Lisle Partners LLP | 2.1% | 304,037 | $4M |
| 9 | BlackRock, Inc. | 1.8% | 257,212 | $4M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.7% | 249,358 | $4M |
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