Independent
Tenure on this board
3.3 yrs
Also a director at
Evolv Technologies Holdings Inc (EVLV)
2 nominees · 4 ballot items.
Election of two Class I directors; advisory (non-binding) vote to approve executive compensation ('say-on-pay'); ratification of BDO USA, P.C. as independent auditors for fiscal 2027; and approval of the Amended 2016 Omnibus Incentive Plan (increase shares and extend term).
Elect two Class I directors (Richard A. Shapiro and Heather L. Wishart-Smith) to serve until the 2029 annual meeting and until their successors are duly elected and qualified.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of the named executive officers as disclosed in the proxy statement (CD&A, tables and narrative).
This non-binding advisory proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the Compensation Discussion and Analysis and the accompanying compensation tables and narrative. Management seeks shareholder endorsement to validate its pay-for-performance approach, which emphasizes a high proportion of ‘at-risk’ compensation — combining base salary, tiered annual cash bonuses tied to revenue and adjusted EBITDA targets, and long-term equity awards (time-vesting restricted stock and stock-price performance options). The proxy discloses specific structural features including threshold/target/maximum payout levels, CEO sign-on and retention arrangements, and equity grants that are in part contingent on an increase in plan share availability. The board and compensation committee present the recommendation to vote FOR, citing alignment of executive incentives with the strategic objectives of growing revenue and achieving positive adjusted EBITDA, and point to prior shareholder support (over 93% approval at the 2025 meeting) as evidence of investor backing. Because the proposal is advisory, its outcome will not be binding on the board or the compensation committee, but management states it will review and consider the vote’s result in future compensation decisions. From a governance perspective, shareholders should evaluate whether the mix and size of awards, the special sign-on bonus and severance/change-in-control protections are reasonable relative to company performance and peer practice, and whether disclosed clawback, anti-hedging, ownership guidelines and bonus metric design sufficiently mitigate incentive-related risk. The proposal also interacts with Proposal Four (the equity plan amendment) because certain future equity grants are contingent upon increasing plan share availability; failure to approve the plan could constrain the company’s ability to deliver the equity component of its compensation program. In assessing the proposal, sophisticated investors will weigh the demonstrated recent financial improvements and restored pay levels against potential dilution and the governance implications of certain contractual protections and severance provisions.
Ratify the appointment of BDO USA, P.C. as Orion’s independent registered public accounting firm for fiscal year 2027.
Approve the Amended 2016 Omnibus Incentive Plan to increase the number of shares available under the plan by 300,000 (from 600,000 to 900,000) and extend the plan term, enabling the company to grant equity awards to employees, executives and non-employee directors.
This proposal asks shareholders to approve an amendment and restatement of the Company’s 2016 Omnibus Incentive Plan to add 300,000 shares to the plan reserve (increasing total shares available from 600,000 to 900,000) and to extend the plan term. Management argues the increase is required to continue granting time-vesting restricted stock and performance-vesting stock options to executives, non-employee directors and employees — including awards already conditional on shareholder approval — and to maintain competitive equity compensation practices. The board quantifies the maximum potential dilution from the additional 300,000 shares as approximately 6.9% of outstanding common stock and cites a historical three-year average burn rate (~3.9%) supporting that the increment should be sufficient for at least two years. The Amended Plan retains typical governance features: limits on annual individual awards, minimum vesting, anti-repricing provisions, change-of-control adjustment mechanics, and recoupment/clawback language; it also adjusts non-employee director annual grant/value limits. Approving the plan enables the company to deliver the equity portion of the NEO and director compensation packages described elsewhere in the proxy (and contemplated for FY2027), while rejecting it would constrain equity grant capacity and could impede recruiting and retention efforts. From an investor perspective, the tradeoff is between potential dilution and the strategic value of equity-based alignment; institutional investors will consider the proposed share increase relative to the company’s performance outlook, historical burn, and the structure/limits of awards. The board’s rationale and disclosure of dilution, burn-rate and specific anticipated grants provide material context, but activists or proxy advisors may focus scrutiny on the size of the increase, the plan’s longevity and whether grant practices will be conservative enough to preserve shareholder value over time.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | North Star Investment Management Corp. | 13.0% | 525,552 | $5M |
| 2 | Tieton Capital Management, LLC | 6.6% | 266,476 | $2M |
| 3 | GRACE WHITE INC /NY | 6.0% | 241,387 | $2M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 4.4% | 178,469 | $2M |
| 5 | MYDA Advisors LLC | 3.3% | 133,505 | $1M |
| 6 | SEI INVESTMENTS CO | 3.2% | 130,101 | $1M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 2.8% | 111,924 | $978K |
| 8 | Manatuck Hill Partners, LLC | 1.8% | 71,428 | $624K |
| 9 | US BANCORP \DE\ | 1.7% | 70,155 | $613K |
| 10 | MARSHALL WACE, LLP | 0.9% | 34,760 | $304K |
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