Not independent
Tenure on this board
7.9 yrs
6 nominees · 4 ballot items.
Elect six directors; approve Amendment No. 2 to the 2018 Equity Incentive Plan to add 8,000,000 shares; approve, on a non-binding basis, named executive officer compensation (say-on-pay); and ratify KPMG LLP as the independent registered public accounting firm for 2026.
Elect six director nominees (Thomas Priore, Marc Crisafulli, Marietta Davis, Christina Favilla, Clayton Main, and Michael Passilla) to serve until the 2027 annual meeting or until their earlier resignation, death or removal.
Approve Amendment No. 2 to the Company's 2018 Equity Incentive Plan to increase the number of shares authorized for issuance under the plan by 8,000,000 shares (from 9,185,696 to 17,185,696) to support future equity and incentive awards.
This management proposal requests shareholder approval to amend the Company’s 2018 Equity Incentive Plan to add 8,000,000 shares, increasing the plan pool from 9,185,696 to 17,185,696 shares. Management frames the amendment as a necessary tool to attract, retain, and motivate directors, consultants, officers, and other employees through equity and incentive awards that align recipients’ interests with those of stockholders and promote long-term value creation. The Compensation Committee and Board unanimously approved the amendment subject to shareholder approval and emphasize that they carefully manage share usage under existing plans to limit dilution. The proposal is presented against the backdrop of a disclosed preliminary, non-binding take-private proposal led by the company’s CEO, and the filing explicitly cautions that any awards granted after approval could be affected by the terms of a future transaction; the Special Committee (independent directors) is evaluating that proposal. The amendment’s potential governance implications include incremental dilution of outstanding common stock and the prospect that newly granted awards could be accelerated, cashed out, or treated differently in the event of a change-of-control or take-private transaction. From a stewardship perspective, shareholders should weigh management’s recruiting and retention arguments and the operational need for equity incentives against dilution and potential timing concerns given the pending strategic proposal. The Board recommends FOR the amendment, arguing it is in the company’s and shareholders’ best interests regardless of the Special Committee’s review, but the filing instructs shareholders to consider the pendency of the take-private proposal when evaluating the request. If approved, the increase would provide the company with additional flexibility to grant long-term awards, but it could also expand the pool available for insiders and executives, making continued disclosure and judicious grant practices important. Overall, the proposal is typical of growth-stage companies seeking capacity for equity-based compensation but must be assessed in context of ownership concentration and the disclosed potential transaction.
Non-binding, advisory approval of the compensation of the Company's Named Executive Officers as disclosed in the proxy statement, including the compensation philosophy, policies, practices, and Summary Compensation Table.
This management-sponsored, non-binding advisory proposal asks shareholders to approve the compensation of the company's Named Executive Officers as disclosed in the proxy, encompassing the compensation philosophy, Summary Compensation Table, and narrative discussion. Management argues that its programs are performance-based, incorporate annual and long-term incentives, and include governance safeguards such as clawback, anti-hedging, anti-pledging, stock ownership requirements, and net share retention—designed to align executive incentives with shareholder value over multiple time horizons. The Company highlights that compensation is intended to attract, retain, and motivate executives and that pay is tied to specific financial, strategic, and qualitative goals; the Compensation Committee oversees these arrangements. Because the vote is advisory, it will not bind the Board but the Compensation Committee states it will consider the result when making future decisions, and the next say-on-pay vote is expected in 2027. Contextually, the Company operates as a Nasdaq-listed fintech with concentrated insider ownership (the CEO beneficially owns a majority stake) and a pending preliminary take-private proposal led by the CEO; these factors could complicate shareholder assessments of executive pay, particularly as certain equity awards and retention incentives may interact with any potential transaction. The optics of approving potentially large equity awards should be judged against recent executive pay disclosed (including substantial stock awards to the CEO and other NEOs) and the Company's performance metrics and governance safeguards. Investors should weigh whether disclosed incentives strongly tie to long-term performance and whether the Compensation Committee's independence and responsiveness to shareholder feedback are sufficient. Although the Board recommends a FOR vote, sophisticated investors may seek additional clarity on performance metrics, vesting schedules, dilution impact of equity grants, and how the company would treat equity awards in the event of a transaction. Overall, the proposal is a routine say-on-pay request but is materially contextualized by ownership concentration, recent significant equity awards, and an active strategic review, which could influence shareholder judgment.
Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Buckley Capital Advisors, LLC | 2.59% | 2,136,213 | $10M |
| 2 | FourWorld Capital Management LLC | 1.92% | 1,583,904 | $7M |
| 3 | Steamboat Capital Partners, LLC | 1.55% | 1,277,396 | $6M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 1.47% | 1,210,745 | $6M |
| 5 | BlackRock, Inc. | 1.24% | 1,024,133 | $5M |
| 6 | PRELUDE CAPITAL MANAGEMENT, LLC | 0.97% | 798,328 | $4M |
| 7 | WELLS FARGO COMPANY/MN | 0.83% | 679,500 | $3M |
| 8 | Divisadero Street Capital Management, LP | 0.79% | 653,019 | $3M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.70% | 578,676 | $3M |
| 10 | Norwood Investment Partners, LP | 0.68% | 556,016 | $3M |
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