Not independent
Tenure on this board
0.8 yrs
2 nominees · 3 ballot items.
Elect two Class I directors (Joseph Christina and Thomas Lynch); an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers; and ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026.
Elect two Class I directors (Joseph Christina and Thomas Lynch) to serve three-year terms expiring in 2029.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation disclosed for the Company’s named executive officers (NEOs), including the Compensation Discussion and Analysis, Summary Compensation Table, and related disclosures. Management seeks this annual say-on-pay approval to obtain shareholder feedback on pay practices and to validate the compensation program’s alignment with Company strategy, retention and performance objectives, and to maintain good governance practices. The Compensation Committee emphasizes a pay-for-performance philosophy: a majority of NEOs’ target pay is variable and equity-based with a substantial weighting toward performance stock units (PSUs) tied to absolute stock price goals, and annual bonuses tied mainly to Adjusted EBITDA and qualitative performance. The board recommends FOR because it believes the compensation program incentivizes management to drive long-term shareholder value while maintaining appropriate governance safeguards such as clawback provisions, anti-hedging/anti-pledging policies, stock ownership guidelines, and use of an independent compensation consultant. The proposal is non-binding; however, the Board and Compensation Committee state they will consider the vote outcome and continue engagement with investors when making future compensation decisions. Company-specific context includes recent executive transitions (CEO change in 2025), use of retention bonuses tied to a potential change-in-control process initiated in 2025, and a reverse 1-for-8 stock split in February 2026 that affects share and price metrics; these factors influenced compensation awards and benchmarking. The Compensation Committee relied on peer benchmarking and an independent consultant and retained discretion in qualitative bonus determinations (resulting in some payouts despite missing Adjusted EBITDA thresholds), which may be viewed positively for flexibility but raises governance scrutiny around discretion and threshold setting. Overall, the proposal is a routine governance vote used to signal shareholder support or concern about executive pay structures, and the Board’s recommendation reflects its view that current programs align management incentives with stockholder interests while retaining necessary flexibility in light of recent company events.
Ratify the Audit Committee’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 29, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Mill Road Capital Management LLC | 9.97% | 587,393 | $5M |
| 2 | Nantahala Capital Management, LLC | 9.40% | 553,746 | $5M |
| 3 | Mill Road Capital Management LLC | 4.81% | 283,267 | $2M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.92% | 230,727 | $2M |
| 5 | BlackRock, Inc. | 1.06% | 62,258 | $532K |
| 6 | JANE STREET GROUP, LLC | 0.80% | 46,896 | $401K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.76% | 44,720 | $382K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.43% | 25,124 | $215K |
| 9 | Centiva Capital, LP | 0.42% | 24,923 | $213K |
| 10 | STATE STREET CORP | 0.39% | 22,743 | $194K |
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