Not independent
Tenure on this board
22.8 yrs
5 nominees · 3 ballot items.
Elect five directors; ratify Crowe LLP as the independent registered public accounting firm for fiscal year 2026; and approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers (say-on-pay).
Elect five directors from the slate of nominees to serve until the next annual meeting and until their successors are duly elected and qualified.
Ratify the Audit Committee’s selection of Crowe LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Advisory (non-binding) vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This management proposal asks shareholders to cast an advisory (non-binding) vote to approve the compensation disclosed for the Company’s named executive officers. Management seeks shareholder approval to confirm that its compensation framework — a mix of base salary, annual short-term incentives, and long-term performance-based equity awards — reflects a pay-for-performance philosophy and aligns executive interests with long-term shareholder value. The request is placed in the context of Dodd-Frank’s advisory “say-on-pay” requirement; while non-binding, the Compensation Committee and Board state they will consider shareholder feedback when setting future pay. The company emphasizes that compensation is designed to be competitive with similarly sized peers, uses external consultant data and a revenue-based peer group, and that long-term equity awards are intended to be primarily performance-based with multi-year vesting to encourage retention and alignment. The filing notes relevant nuances: no short-term incentive bonuses were paid for fiscal years 2023–2025 and the Compensation Committee elected not to grant equity awards in fiscal year 2025, while material performance-based equity awards were granted in 2024 with extended vesting schedules. Management’s recommendation to vote FOR is justified by the Board on the basis that the program advances long-term value creation and aligns pay with measurable performance, and the company cites prior strong say-on-pay support (92.2% in 2025) as corroborating shareholder approval of its approach. From a governance perspective, the proposal is advisory and does not change compensation contractually, but a negative vote would signal shareholder dissatisfaction and could prompt changes by the Compensation Committee; therefore, the outcome serves as a key input into future compensation design and disclosure improvements.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GENDELL JEFFREY L | 4.70% | 415,340 | $2M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 3.00% | 265,315 | $1M |
| 3 | VANGUARD GROUP INC | 2.39% | 211,487 | $941K |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 1.14% | 101,004 | $449K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.59% | 51,737 | $230K |
| 6 | TWO SIGMA INVESTMENTS, LP | 0.57% | 49,994 | $222K |
| 7 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.55% | 48,268 | $215K |
| 8 | JANE STREET GROUP, LLC | 0.53% | 47,095 | $210K |
| 9 | Legacy Financial Advisors, Inc. | 0.49% | 43,393 | $193K |
| 10 | RBF Capital, LLC | 0.45% | 39,998 | $178K |
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