Not independent
Tenure on this board
26.3 yrs
8 nominees · 3 ballot items.
Election of eight directors; ratification of Crowe LLP as independent auditors for fiscal 2026; and an advisory (non-binding) vote to approve named executive officers’ compensation (say-on-pay).
Election of eight director nominees to serve until the next annual meeting.
Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This advisory "say-on-pay" proposal asks shareholders to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to validate its compensation philosophy—designed to attract, retain, and incentivize executives through a mix of base salary, annual cash bonuses tied to financial and qualitative goals, and long-term equity incentives, predominantly stock options and a material performance stock unit (PSU) award for the CEO. Notably, the Company granted the CEO a one-time PSU award of 1,518,600 PSUs with multi-tiered VWAP thresholds and a seven-year performance period, which creates significant upside if sustained share-price performance targets are achieved; this is a salient context point for investors assessing alignment and pay-for-performance. Management emphasizes that its pay programs are intended to reward achievement of net sales and net income goals, align executives’ interests with stockholders, and retain key leadership; the Compensation Committee also retains discretion in awards and has historically used benchmarking and an independent consultant. The Board recommends a "FOR" vote, noting prior strong stockholder support (over 97% in 2025) and describing the vote as a tool for stockholder feedback—while making clear the vote is advisory and non-binding. From a governance perspective, material elements include robust performance metrics for annual bonuses, stock ownership guidelines, a clawback policy, and an insider trading policy; however, critics may focus on the CEO’s large PSU opportunity, the size of total CEO compensation in 2025 relative to peers and the 67:1 CEO pay ratio reported for 2025. The proposal’s resolution does not change pay directly but signals shareholder sentiment; if a significant negative vote occurs, the Board and Compensation Committee indicate they will consider and may respond with changes to compensation design or disclosure. Overall, the proposal centers on whether shareholders believe current disclosure and the structure of pay appropriately align executive incentives with sustainable stockholder value creation, taking into account the CEO’s contingent long-term awards and recent increases in base salary and bonus targets.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SteelPeak Wealth, LLC | 4.2% | 3,373,000 | $15M |
| 2 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 3.0% | 2,378,437 | $10M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.7% | 2,149,277 | $9M |
| 4 | Tieton Capital Management, LLC | 2.5% | 2,029,155 | $9M |
| 5 | BlackRock, Inc. | 2.5% | 1,973,170 | $9M |
| 6 | Qube Research Technologies Ltd | 2.2% | 1,714,639 | $8M |
| 7 | BlackRock, Inc. | 1.8% | 1,463,313 | $6M |
| 8 | UBS Group AG | 1.8% | 1,403,566 | $6M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 1.7% | 1,328,843 | $6M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.5% | 1,221,494 | $5M |
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