Not independent
Tenure on this board
13.4 yrs
4 nominees · 3 ballot items.
Election of four directors; approval of the 2026 Equity Incentive Plan; ratification of S.R. Snodgrass, P.C. as independent auditors; and other business.
To elect four directors (Jose M. Collazo, John F. McKenzie, Joel L. Morgenthau, and Lynette W. Bennett) to serve three-year terms.
To approve the Company’s 2026 Equity Incentive Plan which would replace the 2022 Plan and add 185,000 new shares for issuance (aggregate 204,335), enabling grants of stock options, restricted stock, RSUs, and performance awards to employees, directors and service providers.
The 2026 Equity Incentive Plan seeks shareholder approval to replace the existing 2022 Plan and to add a pool of 185,000 new shares (for a total of 204,335 shares after rollover) to continue equity-based grants to employees, non-employee directors and service providers. Management argues equity compensation is critical for attracting and retaining talent and aligning interests with shareholders; the proposal includes features intended to address governance concerns such as a one-year minimum vesting (with limited 5% exception), prohibition on repricing without shareholder approval, no below-market option grants, prohibition on cash buyouts of underwater options, dividend limitations on unvested awards, and double-trigger vesting on change in control. The Board and Compensation Committee unanimously recommend a vote FOR. The Plan’s size (185,000 new shares) represents an expected share pool lasting roughly four years based on historical grant practices; approval will permit continued use of equity as a material component of compensation. Key considerations include potential dilution to existing shareholders, the relationship between plan awards and executive pay given existing option and restricted stock holdings, and the Plan’s alignment features (clawback policy, recoupment, and 162(m) considerations). Shareholders should assess both the governance protections in the Plan and the expected impact on outstanding shares and executive incentives.
To ratify the selection of S.R. Snodgrass, P.C. as independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 3.8% | 528,607 | $13M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 509,811 | $12M |
| 3 | BlackRock, Inc. | 3.5% | 478,406 | $11M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 3.2% | 444,612 | $11M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.6% | 353,903 | $8M |
| 6 | ACADIAN ASSET MANAGEMENT LLC | 2.4% | 327,006 | $8M |
| 7 | STATE STREET CORP | 2.1% | 284,673 | $7M |
| 8 | LSV ASSET MANAGEMENT | 2.0% | 275,535 | $7M |
| 9 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.8% | 246,980 | $6M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 1.3% | 176,205 | $4M |
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