Independent
Tenure on this board
10.2 yrs
7 nominees · 4 ballot items.
Election of seven directors; advisory approval of named executive officer compensation (“Say on Pay”); ratification of Ernst & Young LLP as independent auditors; and approval of Octave’s 2026 Incentive Compensation Plan (equity plan).
Election of seven nominees to the Board of Directors to hold office until the next annual meeting.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the Proxy Statement.
This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s disclosed executive compensation program for the named executive officers. Management seeks this advisory vote to provide stockholders a direct mechanism to communicate their views on executive pay and to give the Board and Compensation Committee a signal to inform future compensation design, particularly during Octave’s recent strategic transformation (sale of legacy business and repositioning as a specialty P&C platform). The Proxy emphasizes that compensation is performance‑oriented (STIP tied to Adjusted EBITDA margin, revenue growth and Everspan combined ratio; LTIP mix of PSUs tied to EBITDA and organic revenue with an rTSR modifier and negative TSR cap) and that one‑time transaction‑related awards were granted in connection with the sale of the legacy business. The Board states it values stockholder feedback and will consider the outcome when making future pay decisions; the 2025 Say‑on‑Pay received approximately 79% support, indicating prior majority approval but room for engagement. Potential stockholder concerns include the one‑time transaction completion bonuses, accelerated vesting and special PSOs with long‑dated price hurdles, which raise questions about the balance between retention, reward for past performance and long‑term alignment. The proposal is advisory and non-binding, so approval will not legally bind the Board, but rejection would prompt the Board to re-evaluate compensation practices and may trigger additional engagement and potential adjustments. In recommending a FOR vote, the Board highlights governance features and pay‑for‑performance design intended to align management incentives with stockholder interests while retaining executive continuity through the company’s transition.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as Octave’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Approve the Octave Specialty Group, Inc. 2026 Incentive Compensation Plan, replacing the 2024 Plan and authorizing 1,200,000 new shares for equity awards (subject to terms described in the Proxy).
This proposal asks stockholders to approve Octave’s 2026 Incentive Compensation Plan, a replacement equity plan providing up to 1,200,000 new shares (plus certain returned shares) for future awards to employees, consultants and directors. Management seeks shareholder approval to replenish the available share reserve after the Company’s strategic transition and to continue granting performance‑ and time‑based equity awards intended to attract and retain talent and align management with long‑term stockholder value. The Proxy emphasizes plan design features intended to limit abuse and protect stockholders, including no evergreen share‑count increases, anti‑repricing provisions without stockholder approval, limits on director awards, full‑value versus option award mechanics, a one‑year minimum vesting rule (with limited exceptions for up to 5% of the reserve), and mandatory clawback/recoupment provisions. The Board quantifies historic and projected share usage, noting a three‑year average burn rate of 3.42% and a total potential dilution (overhang) of about 16.0% as of March 31, 2026, and explains the requested share count reflects hiring, retention, and strategic needs including recent one‑time transaction awards tied to the sale of the legacy business. The plan permits a full range of award types (ISOs, non‑qualified options, PSUs, RSUs, SARs, cash awards) and includes market‑standard governance safeguards such as prohibition of discounted options, restrictions on dividends on unvested awards, and anti‑single‑trigger acceleration in change‑in‑control scenarios unless awards are not assumed. The principal trade‑offs for stockholders are dilution versus the anticipated retention and incentive benefits; management argues the requested reserve is modest relative to historical and projected usage and that plan provisions mitigate dilution and governance concerns. Approval would allow the Company to continue using equity to implement pay‑for‑performance, retention and strategic incentives; rejection would leave the existing 2024 Plan in place and could constrain Octave’s ability to grant equity awards going forward.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Western Standard LLC | 5.0% | 2,247,591 | $10M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 1,945,076 | $9M |
| 3 | BlackRock, Inc. | 3.7% | 1,679,621 | $8M |
| 4 | PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. | 3.5% | 1,592,587 | $7M |
| 5 | BlackRock, Inc. | 3.4% | 1,538,644 | $7M |
| 6 | Wolf Hill Capital Management, LP | 3.3% | 1,470,334 | $7M |
| 7 | THIRD AVENUE MANAGEMENT LLC | 3.0% | 1,341,211 | $6M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.8% | 1,256,147 | $6M |
| 9 | Bain Capital Credit, LP | 2.5% | 1,108,012 | $5M |
| 10 | MARSHALL WACE, LLP | 2.3% | 1,015,866 | $5M |
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