Independent
Tenure on this board
6.8 yrs
Also a director at
Innospec Inc (IOSP)
3 nominees · 3 ballot items.
Three management proposals: elect three Class III directors (Elizabeth K. Arnold, James R. Meyer, Nicholas J. Randall) for three-year terms; approve, on an advisory basis, the compensation of the Company’s Named Executive Officers (Say-on-Pay); and ratify Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect three Class III directors — Elizabeth K. Arnold, James R. Meyer, and Nicholas J. Randall — each to serve a three-year term expiring in 2029.
Non-binding advisory 'Say-on-Pay' vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement (Item 402 of Regulation S-K).
This non-binding advisory proposal asks shareholders to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement. Management seeks this advisory approval to validate its executive pay program design and to receive shareholder feedback on pay practices; the Board and Compensation Committee will consider the outcome when making future compensation decisions. The Company states its compensation philosophy centers on aligning executive interests with stockholders through significant long-term, performance-based equity awards, and incentive plans tied to objectively determinable measures (e.g., Adjusted EBITDA, operating cash flow, backlog and safety). The filing highlights governance features intended to mitigate excessive or misaligned pay, including a clawback policy, anti-hedging restrictions, stock ownership guidelines, and prohibitions on repricing equity awards. For 2025 the Compensation Committee approved mixes of time-based restricted shares and options, calibrated annual incentive weightings by role, and measured payouts (e.g., CEO and CFO funded at ~83.3% of target). The Board’s recommendation emphasizes retention and motivation of key executives, cost containment, and linking pay to corporate performance and long-term value creation. Because this is an advisory vote, it does not bind the Board, but a negative outcome would prompt the Board and Compensation Committee to reassess program elements and engage with shareholders. In evaluating the proposal, an investor should weigh the Company’s small reporting company status (which limits some disclosures), the specific performance results and payouts in 2025, change-in-control and severance arrangements that could affect incentives, and the company’s stated safeguards against excessive risk-taking.
Ratify the Audit Committee’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Allianz Asset Management GmbH | 8.09% | 1,547,266 | $12M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.05% | 583,001 | $5M |
| 3 | MARSHALL WACE, LLP | 2.35% | 449,217 | $4M |
| 4 | ESSEX INVESTMENT MANAGEMENT CO LLC | 1.84% | 352,343 | $3M |
| 5 | Minerva Advisors LLC | 1.78% | 341,023 | $3M |
| 6 | ACADIAN ASSET MANAGEMENT LLC | 1.58% | 303,184 | $2M |
| 7 | Hillsdale Investment Management Inc. | 1.50% | 287,589 | $2M |
| 8 | North Star Investment Management Corp. | 1.24% | 237,800 | $2M |
| 9 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.21% | 230,801 | $2M |
| 10 | MILLENNIUM MANAGEMENT LLC | 1.13% | 216,429 | $2M |
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