Independent
Tenure on this board
3.3 yrs
Also a director at
Lifeway Foods Inc (LWAY)
2 nominees · 3 ballot items.
Elect two Class III directors (Dorri McWhorter and Jim Messina); ratify BDO USA, P.C. as independent auditors for fiscal 2026; and an advisory (non-binding) say-on-pay vote to approve the compensation of the named executive officers.
Elect two Class III director nominees, Dorri McWhorter and Jim Messina, to serve until the 2029 annual meeting.
Ratify the Audit Committee’s appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
An advisory, non-binding vote to approve the compensation of the named executive officers as disclosed in the proxy statement, including compensation tables and narrative discussion.
This advisory (non-binding) proposal asks shareholders to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy statement, including compensation tables and related narrative. Management and the Compensation Committee are seeking shareholder approval primarily to gauge investor support for their pay decisions and to demonstrate alignment between executive incentives and long-term stockholder value; the vote is non-binding but the Board has stated it will consider the outcome in future decisions. Contextually, the Company describes compensation designed to attract and retain experienced executives, to align pay with performance through long-term equity incentives and to balance ‘‘responsible, measured pay practices’’ with incentive structures; it also notes that no cash bonuses were paid for fiscal 2025 and that long-term equity remains the central retention tool. Company-specific governance context includes the Compensation Committee’s oversight, the Company’s status as a smaller reporting company (with scaled disclosure), recent workforce and cost-management actions, and prior disclosures about internal control weaknesses and going-concern considerations that may influence investor sentiment on pay-for-performance. The Board frames the program as appropriate given the competitive labor market and the strategic need to retain technical and commercial leadership to execute on sustainable aviation fuel and other projects, while noting that awards are subject to committee review and board approval. Because the vote is advisory, a majority of votes cast is required for approval; a failure to approve would not itself change pay contracts but would likely prompt engagement and potential adjustments by the Compensation Committee. The Company also states that stockholders previously voted to hold say-on-pay votes annually and intends to continue doing so, indicating management’s expectation of regular shareholder feedback. Overall, the proposal is a governance signal to assess alignment between compensation design and the Company’s operational and financial performance; the Board recommends a vote FOR and will factor the results into future compensation decisions and potential plan design changes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Novo Holdings A/S | 1.57% | 158,148 | $3M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.82% | 82,473 | $1M |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.36% | 36,673 | $588K |
| 4 | VANGUARD FIDUCIARY TRUST CO | 0.20% | 20,257 | $324K |
| 5 | BlackRock, Inc. | 0.11% | 10,717 | $172K |
| 6 | STATE STREET CORP | 0.10% | 10,502 | $168K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.08% | 8,159 | $131K |
| 8 | SBI Securities Co., Ltd. | 0.03% | 2,984 | $48K |
| 9 | JPMORGAN CHASE CO | 0.01% | 1,172 | $19K |
| 10 | UBS Group AG | 0.01% | 591 | $9K |
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