Independent
Tenure on this board
4.8 yrs
2 nominees · 6 ballot items.
Elect two directors; ratify appointment of independent auditor; approve amendments to 2021 Equity Incentive Plan to increase share reserve and increase evergreen percentage; approve advisory Say-on-Pay and advisory Say-on-Pay frequency.
Elect two Class II director nominees (Chris Hadfield and John C. Rood) to the Board to serve until the 2029 Annual Meeting.
Ratify the appointment of Frank, Rimerman + Co. LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve amendment to 2021 Equity Incentive Plan to increase the number of shares available for issuance by 500,000 shares.
This management proposal seeks shareholder approval to amend the 2021 Equity Incentive Plan by adding 500,000 shares to the plan’s reserve, increasing the total authorized shares from 60,260 to 560,260. Management frames the request as necessary to attract, retain, and incentivize employees, directors, and consultants through long-term equity compensation, noting that as of March 31, 2026 only about 84,045 shares remained available. The proposal is presented alongside Proposal 4 which would separately increase the plan’s annual evergreen accrual rate; the company says the two proposals are not contingent on one another. The Board and Compensation Committee will administer the plan and retain broad discretion over award types, eligibility, vesting, and adjustments for corporate transactions. Vote required is a majority of votes cast. The Board unanimously recommends FOR, arguing the increase is a small percentage of outstanding shares and needed to maintain competitive award practices, while investors will weigh potential dilution against retention and recruitment benefits, the company’s burn rate, existing outstanding awards, and alignment of awards with performance metrics. If approved, the plan amendment could materially affect dilution and shareholder value over time depending on grant practices; if rejected, the company may need to limit equity grants or seek other forms of compensation or revisit plan increases later. The analysis recommends investors consider the company’s historical equity usage, current headcount, projected hiring and executive retention needs, and potential anti-dilution protections when evaluating the merits of the proposal.
Approve amendment to 2021 Equity Incentive Plan to increase the annual evergreen percentage from 3.0% to 5.0% of outstanding Class A shares.
This management proposal requests shareholder approval to amend the Equity Incentive Plan’s automatic annual share increase (evergreen) provision from 3.0% to 5.0% of outstanding Class A shares, effectively raising the plan’s capacity over time without separate shareholder votes each year. Management states the change is intended to ensure continued ability to grant competitive equity awards, noting only ~84,045 shares remained available as of March 31, 2026. The proposal complements Proposal 3 (a one-time share increase) and is not contingent upon it. The Board recommends FOR, arguing the increase is a small percentage of outstanding shares; investors should evaluate the company’s historical burn rate, hiring plans, governance controls around awards, potential dilution trajectory from compounded evergreen accruals, and whether the plan includes reasonable limits on individual and director grants. If passed, the evergreen change could lead to meaningful long-term dilution depending on grant practices and company growth; if rejected, the company would need to seek shareholder approval for future increases or restrict grants. The analysis recommends shareholders weigh dilution risk against the necessity of equity compensation for retention in the competitive aerospace sector and to consider the company’s disclosure on expected usage and grant limits.
Advisory (non-binding) vote to approve compensation of Named Executive Officers as disclosed in the proxy statement.
This management-sponsored advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the company’s Named Executive Officers as disclosed in the proxy. Management and the Compensation Committee contend that the executive compensation program is appropriately designed to align management and stockholder interests, providing base salary, performance-based bonuses, and equity incentives; they recommend a vote FOR. The vote is non-binding but the Board states it will consider the outcome. Shareholders should analyze pay-for-performance alignment using the disclosed Summary Compensation Table, target bonus opportunities (e.g., CEO target bonus up to 100% of base salary), equity grant practices, potential severance and change-in-control arrangements (notably CEO benefits including gross-ups for commuting and housing), and the company’s recent financial performance and TSR. The analysis for sophisticated reviewers should consider whether disclosed severance protections are excessive, whether equity awards are sufficiently performance-linked, the transparency of goal-setting, and whether the company’s status as a smaller reporting company affects comparability. Given the non-binding nature, the vote serves primarily as advisory feedback to the Board, with potential reputational consequences if a substantial portion of shareholders vote against.
Advisory vote to select frequency (1, 2, or 3 years) for future advisory votes on executive compensation; Board recommends every three years.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Penserra Capital Management LLC | 1.3% | 130,405 | $480K |
| 2 | Virtu Financial LLC | 0.2% | 22,025 | $81K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.2% | 19,012 | $70K |
| 4 | UBS Group AG | 0.1% | 6,060 | $22K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.0% | 2,758 | $10K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.0% | 2,753 | $10K |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 0.0% | 2,229 | $8K |
| 8 | Tower Research Capital LLC (TRC | 0.0% | 1,619 | $6K |
| 9 | Elequin Capital, LP | 0.0% | 1,461 | $5K |
| 10 | SBI Securities Co., Ltd. | 0.0% | 508 | $2K |
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