Independent
Tenure on this board
6.2 yrs
Also a director at
Barnwell Industries Inc (BRN)Bk Technologies Corp (BKTI)Kingsway Corp (KWY)
3 nominees · 4 ballot items.
Four proposals: (1) elect three Class A directors (Joshua S. Horowitz, Linda G. Alvarado, Terence P. Dugan) to three-year terms; (2) non-binding advisory vote to approve the compensation of the named executive officers (Say on Pay); (3) non-binding advisory vote on the frequency of future say-on-pay votes (every 1, 2, or 3 years); and (4) ratify the appointment of Crowe LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Elect Joshua S. Horowitz, Linda G. Alvarado and Terence P. Dugan as Class A members of the Board of Directors, each to serve a three-year term.
Advisory vote to approve the compensation paid to the company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K in this proxy statement.
This proposal asks stockholders to cast a non-binding advisory vote approving the compensation disclosed for the company’s named executive officers (the Say on Pay vote). Management is seeking this approval to obtain shareholder input and validate its compensation philosophy, which links pay to performance through a mix of base salary, short-term cash incentives tied to Adjusted EBITDA, and long-term equity awards that include service-based and market-based RSUs tied to relative TSR. The proposal is advisory and non-binding, but the Board and Compensation Committee state they will consider the outcome when making future compensation decisions; the company previously received strong stockholder support (approximately 97% in 2025) for its executive pay program. Key context includes the company’s shift to market-based RSUs tied to relative TSR beginning in 2025, the use of Adjusted EBITDA as a financial performance metric, and robust governance features such as an independent compensation committee and an independent compensation consultant. The board’s recommendation to vote FOR reflects its view that the program attracts and retains leadership, aligns executives with long-term stockholder value creation, and is justified by recent company performance and pay-for-performance outcomes. While the vote is non-binding, a large negative outcome could trigger review and potential changes to compensation practices; conversely, a strong affirmative vote reinforces current practices. Investors evaluating this proposal should weigh the alignment of pay metrics with strategic goals (ODR growth, margin expansion, disciplined M&A), the independence of oversight, and recent performance outcomes when forming a view.
Advisory vote to select how often (every 1 year, 2 years, or 3 years) the company should include a say-on-pay advisory vote in its proxy materials; the Board recommends every 1 year.
This proposal asks stockholders to choose the preferred frequency—every 1, 2, or 3 years—of the company’s non-binding advisory say-on-pay vote. Management (the Board and Compensation Committee) recommends an annual (every 1 year) advisory vote, arguing that it provides more frequent stockholder feedback on executive compensation and enables the Board to more regularly assess and incorporate investor perspectives. The vote is non-binding; however, the result serves as a signal to the Board and may influence the cadence of engagement and disclosures. Annual votes provide the clearest and most timely stockholder input, especially given iterative changes to compensation design (e.g., adoption of market-based RSUs tied to relative TSR in 2025) and the company’s recent strong performance metrics. A less frequent schedule (every two or three years) reduces administrative burden and short-termism but may limit investor ability to react to substantial compensation changes or outcomes. The company’s prior say-on-pay result (approximately 97% support in 2025) indicates strong shareholder alignment with current pay practices, which supports the Board’s recommendation for annual votes. Analysts evaluating governance trade-offs should consider the company’s track record of responsiveness, the non-binding nature of the vote, broker non-vote mechanics for discretionary brokerage accounts, and how vote frequency affects the signal value of future say-on-pay results.
Ratify the Audit Committee’s appointment of Crowe LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WASATCH ADVISORS LP | 8.1% | 969,639 | $76M |
| 2 | Capital International Investors | 6.9% | 823,702 | $64M |
| 3 | THRIVENT FINANCIAL FOR LUTHERANS | 5.9% | 704,489 | $55M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 462,766 | $36M |
| 5 | BlackRock, Inc. | 3.6% | 431,233 | $34M |
| 6 | ROYCE ASSOCIATES LP | 3.2% | 380,764 | $30M |
| 7 | FMR LLC | 2.8% | 332,283 | $26M |
| 8 | NEUMEIER POMA INVESTMENT COUNSEL LLC | 2.6% | 313,938 | $25M |
| 9 | CORSAIR CAPITAL MANAGEMENT, L.P. | 2.6% | 311,343 | $24M |
| 10 | BlackRock, Inc. | 2.6% | 305,740 | $24M |
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