Independent
Tenure on this board
3.5 yrs
3 nominees · 3 ballot items.
Elect three directors to terms expiring 2029; ratify Deloitte & Touche LLP as independent auditors for 2026; and an advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
Elect three director nominees (Robert L. McCormick, Christine M. Schyvinck, and Tania L. Wingfield) to hold office until the 2029 annual meeting.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the Executive Compensation section and related tables and narrative.
This proposal asks shareholders to cast a non-binding, advisory vote approving the Company’s disclosed executive compensation program for its named executive officers (NEOs). Management is seeking approval to validate its compensation design and to reinforce alignment between executives and shareholders through the program’s elements: base salary, annual incentives tied to Adjusted EBITDA and Free Cash Flow (50/50 weighting), and a mix of long-term incentives comprised of PSUs (50% in 2025) and RSUs (50% in 2025) intended to drive long-term performance and retention. The proposal appears in a context where the Company executed a strategic acquisition (Accu-Fab) in 2025 and the Compensation Committee awarded one-time transaction cash awards to certain executives to reflect that transaction’s strategic importance; annual incentives for 2025 paid out at 0% because performance fell below threshold. The Board emphasizes governance practices such as use of an independent compensation consultant, stock ownership guidelines, a clawback policy, prohibition on hedging and pledging, and double-trigger vesting on change in control as supporting rationale for the program. Management highlights that shareholders previously approved the Company’s executive compensation strongly in 2025 (over 96% support), and the Board intends to hold this advisory vote annually to solicit ongoing shareholder feedback. The Board recommends a vote "FOR," arguing that the program is competitive, performance-oriented, and aligned with long-term shareholder value creation, while acknowledging the vote is advisory and non-binding. The Compensation Committee will consider the voting outcome when making future compensation decisions, providing a channel for shareholder influence on pay practices. Given recent financial results (net loss, Adjusted EBITDA and Free Cash Flow short of targets) and one-time transaction awards tied to strategic M&A, investors should weigh whether pay outcomes appropriately reflect pay-for-performance and retention needs; the advisory vote provides an opportunity to endorse or signal concerns to the Board and Compensation Committee.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Allspring Global Investments Holdings, LLC | 9.76% | 1,999,407 | $36M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.35% | 891,274 | $16M |
| 3 | Portolan Capital Management, LLC | 4.01% | 821,136 | $15M |
| 4 | ROYCE ASSOCIATES LP | 3.66% | 751,001 | $13M |
| 5 | EVR Research LP | 3.03% | 620,000 | $11M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.90% | 594,938 | $11M |
| 7 | BLAIR WILLIAM CO/IL | 2.76% | 565,300 | $10M |
| 8 | BlackRock, Inc. | 2.28% | 467,928 | $8M |
| 9 | First Eagle Investment Management, LLC | 1.97% | 404,075 | $7M |
| 10 | Granahan Investment Management, LLC | 1.89% | 387,470 | $7M |
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