Not independent
Tenure on this board
10.2 yrs
6 nominees · 3 ballot items.
Elect six directors; ratify CBIZ CPAs P.C. as independent auditor for fiscal year ending December 31, 2026; and cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers (Say-on-Pay).
Elect the six nominees named in the proxy statement to serve until the 2027 Annual Meeting and until their successors are duly elected and qualified.
Ratify the Audit Committee’s appointment of CBIZ CPAs P.C. 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 of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management is seeking shareholder approval to validate its compensation program, signaling alignment between pay practices and perceived shareholder interests, and to obtain feedback the Compensation Committee can use in setting future pay. The proposal is advisory only and will not bind the Board or create legal obligations, but the Compensation Committee has committed to consider the outcome when designing future compensation. Company disclosure indicates compensation for executives is primarily base salary and restricted stock awards tied to continued employment and company performance, and that the Company has experienced recent leadership turnover (a CEO transition) and employment agreements with substantial potential payouts and one-time equity grants. Notably, the CEO (Robert Berman) has a recently amended employment agreement providing a $395,000 annualized base salary and a one-time fully vested grant of 1,000,000 shares, which is a material element of pay that shareholders may weigh when voting. The Company frames its compensation policies as designed to attract, motivate and retain talent and aligned with long-term stockholder interests, while also disclosing change-in-control and severance provisions for certain executives. Given the advisory nature, key investor considerations will include pay-for-performance alignment (including recent net losses and stock performance), the size and vesting of equity awards (particularly the CEO’s one-time vested grant), and governance practices around executive hiring and severance protections. The outcome may influence the Compensation Committee’s approach to future grants, severance arrangements, and disclosure, even though it will not directly change existing contracts.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 5,496,596 | $5M |
| 2 | STATE STREET CORP | 2.8% | 3,803,728 | $3M |
| 3 | UBS Group AG | 1.9% | 2,560,027 | $2M |
| 4 | PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. | 1.8% | 2,510,445 | $2M |
| 5 | RENAISSANCE TECHNOLOGIES LLC | 1.7% | 2,349,644 | $2M |
| 6 | BlackRock, Inc. | 1.3% | 1,724,651 | $1M |
| 7 | MERCER GLOBAL ADVISORS INC /ADV | 1.2% | 1,700,700 | $1M |
| 8 | Qube Research Technologies Ltd | 0.9% | 1,218,136 | $999K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.7% | 1,023,977 | $840K |
| 10 | VANGUARD FIDUCIARY TRUST CO | 0.6% | 882,520 | $724K |
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