Jay Madhu
Not independent
Tenure on this board
New nominee
5 nominees · 3 ballot items.
Elect five directors to the Board; ratify Hacker, Johnson & Smith, P.A. as independent auditors for fiscal 2026; and cast a non-binding advisory (say-on-pay) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
Elect five directors (Jay Madhu, Dwight Merren, Arun Gowda, Wrendon Timothy and Lesley Thompson) to serve until the 2027 Annual General Meeting and until their successors are elected and qualified.
Ratify the appointment of Hacker, Johnson & Smith, P.A. as the Company's independent auditors for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the proxy statement.
This non-binding management proposal asks shareholders to approve the Company’s executive compensation disclosures for the named executive officers as presented in the proxy statement. Management is seeking shareholder endorsement to validate its compensation framework, which the Compensation Committee has developed with input from an independent compensation consultant (Zayla Partners) and which includes base salary, annual cash incentives tied to financial and individual performance, and equity awards designed to align long-term interests. The corporate context includes recent equity grants (restricted share awards to the CEO and CFO in 2025 and contractual annual restricted-share grants under amended employment agreements) and significant annual bonus decisions (FY2024 bonuses awarded to the CEO and CFO based on TSR and other performance measures). The proposal is explicitly advisory and non-binding, but the Board and Compensation Committee state they will review and consider the vote outcome when setting future pay. Management frames the program as pay-for-performance, citing benchmarking, consultant analysis, and governance processes (an independent compensation committee and chartered committee oversight) to support the reasonableness of awards. Opposing views from shareholders would likely focus on payout levels, the discretionary nature of certain awards, or alignment with long-term shareholder value, while management emphasizes alignment, consultant benchmarking, and recent strong TSR outcomes as justification. The Board recommends a vote FOR, asserting that the compensation program attracts and retains executives and aligns incentives with shareholder interests while reserving the right to modify practices in response to shareholder feedback. Given the vote occurs every three years per prior shareholder support, this cycle reflects a governance choice to seek periodic, but not annual, shareholder input on pay practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GEODE CAPITAL MANAGEMENT, LLC | 1.96% | 158,482 | $187K |
| 2 | LPL Financial LLC | 1.24% | 100,673 | $119K |
| 3 | Henrickson Nauta Wealth Advisors, Inc. | 0.84% | 67,780 | $80K |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 0.72% | 58,483 | $69K |
| 5 | INTERNATIONAL ASSETS INVESTMENT MANAGEMENT, LLC | 0.59% | 48,000 | $54K |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 0.40% | 32,700 | $39K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.33% | 26,649 | $31K |
| 8 | STATE STREET CORP | 0.19% | 15,500 | $18K |
| 9 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.18% | 14,510 | $17K |
| 10 | AMERIPRISE FINANCIAL INC | 0.12% | 10,000 | $12K |
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