Independent
Tenure on this board
4.2 yrs
9 nominees · 3 ballot items.
Three proposals: (1) election of nine directors nominated by the Board, (2) ratification of Grant Thornton LLP as independent registered public accounting firm for 2026, and (3) an advisory (non-binding) vote to approve named executive officer compensation (say-on-pay).
Elect nine directors recommended by the Nominating & Corporate Governance Committee and approved by the Board to serve one-year terms until the 2027 annual meeting.
Ratify the Audit & Finance Committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion & Analysis and compensation tables.
This management-sponsored, non-binding advisory resolution asks shareholders to approve the Company’s disclosed named executive officer (NEO) compensation as described in the Compensation Discussion & Analysis and related tables. Management seeks shareholder approval to gauge investor support for its compensation philosophy, which it characterizes as designed to attract, retain and motivate executives while aligning pay with long-term shareholder value through a mix of base salary, short-term incentive metrics tied to production and revenue, and long-term equity awards (PSUs, RSUs, and options). The request arises under Dodd-Frank and SEC rules requiring an advisory say-on-pay vote and is intended to provide feedback to the Compensation Committee though it is not binding. The Proxy discloses that STI metrics for 2025 emphasized production volume and revenue, PSUs are tied to multi-year EBITDA and growth project milestones, and LTI is structured to balance performance-based and time-based awards; these program design choices reflect the company’s scaling and capital-intensive operational context. The board recommends a FOR vote, citing alignment of pay with performance, caps on incentive payouts (0–200% with a 2x cap), stock ownership guidelines, and oversight by an independent Compensation Committee and external consultant. Management notes past shareholder support (approximately 98% in 2025) and intends to use the vote outcome to inform future program design, but retains discretion to change compensation practices regardless of the advisory vote. Potential governance considerations for investors include the significant use of equity (including a special award to the CEO), the linkage of STI to near-term production/revenue metrics while PSUs target multi-year strategic growth, and change-in-control and severance arrangements that provide substantial protections to executives. Overall, the proposal asks shareholders to endorse the compensation framework and disclosures presented, while the board frames the vote as a means to validate alignment between management incentives and shareholder value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | SYLEBRA CAPITAL LLC | 18.84% | 34,077,574 | $177M |
| 2 | LONGVIEW ASSET MANAGEMENT, LLC | 5.37% | 9,716,394 | $50M |
| 3 | Abundance Wealth Counselors | 4.72% | 8,536,527 | $44M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.88% | 7,014,460 | $36M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.85% | 6,965,465 | $36M |
| 6 | BlackRock, Inc. | 2.52% | 4,557,294 | $24M |
| 7 | BlackRock, Inc. | 2.20% | 3,980,310 | $21M |
| 8 | Shay Capital LLC | 2.14% | 3,869,115 | $20M |
| 9 | Gladstone Institutional Advisory LLC | 1.83% | 3,312,503 | $17M |
| 10 | STATE STREET CORP | 1.65% | 2,975,999 | $15M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.