Not independent
Tenure on this board
7.0 yrs
Also a director at
Unusual Machines Inc (UMAC)
5 nominees · 3 ballot items.
Stockholders will vote to elect five directors, ratify KPMG as the company’s independent registered public accounting firm for fiscal 2026, and cast a non-binding advisory (say-on-pay) vote to approve the compensation of the company’s Named Executive Officers.
Elect five nominees to the Board of Directors to serve one-year terms until the 2027 Annual Meeting or until their successors are duly elected and qualified.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the Proxy Statement.
This advisory (non-binding) proposal asks stockholders to approve the Company’s disclosed executive compensation practices and amounts for the Named Executive Officers, including salary, bonuses, equity awards, and narrative disclosures required by Item 402. Management is submitting the proposal to comply with Section 14A of the Exchange Act and to provide stockholders a periodic opportunity to express their view on executive pay; the Company states it will consider the vote results in future compensation decisions. The compensation program mixes fixed and performance-based pay, with substantial use of equity (including large RSU grants and CEO option awards) intended to align executives’ interests with long-term shareholder value and retention. Notably, CEO Jeffrey Thompson’s compensation structure includes a base-salary reduction to $0 effective May 20, 2025 and significant option and stock-based awards in lieu of cash, and the filing discloses sizeable equity grant fair-value amounts in 2025, which may raise investor scrutiny about pay magnitude and realized pay versus CAP metrics. The Compensation Committee engaged an independent consultant and describes policies such as clawback provisions, vesting schedules, and pre-approval practices for awards, which management cites as governance protections supporting a FOR recommendation. The filing also includes Pay Versus Performance/CAP disclosures showing disparities between reported summary compensation and compensation actually paid, which is relevant context for institutional investors assessing alignment with performance. Although the vote is advisory and cannot compel changes, a substantial negative vote could prompt the Board and Compensation Committee to revisit plan design, equity grant practices, or disclosure. In recommending FOR, the Board emphasizes the intent of the awards to attract and retain talent, tie pay to performance, and align management incentives with stockholder interests, while noting they will consider stockholder feedback from this advisory vote in future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.35% | 7,788,619 | $102M |
| 2 | STATE STREET CORP | 5.84% | 7,162,907 | $94M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.69% | 4,532,608 | $59M |
| 4 | Hood River Capital Management LLC | 2.47% | 3,033,005 | $40M |
| 5 | BlackRock, Inc. | 2.41% | 2,963,308 | $39M |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.83% | 2,241,296 | $29M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.82% | 2,231,339 | $29M |
| 8 | Defiance ETFs, LLC | 1.59% | 1,951,622 | $26M |
| 9 | D. E. Shaw Co., Inc.Activist | 1.27% | 1,563,608 | $20M |
| 10 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 1.23% | 1,507,323 | $20M |
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