Not independent
Tenure on this board
9.6 yrs
3 nominees · 3 ballot items.
Shareholders will vote on the election of three directors, advisory approval of Baker Tilly US, LLP as the Company's independent auditors for fiscal 2026, and a non-binding advisory resolution approving executive compensation.
Elect John L. Villano, Leslie Bernhard, and Brian A. Prinz to serve as directors until the next annual meeting and until their successors are elected and qualified.
Approve, on an advisory basis, the appointment of Baker Tilly US, LLP as the Company's independent auditors for the fiscal year ending December 31, 2026.
Approve, on a non-binding advisory basis, the compensation paid to the Named Executive Officers as disclosed in the proxy statement under SEC compensation disclosure rules.
Proposal 3 asks shareholders to approve, on an advisory and non-binding basis, the compensation paid to the Company's Named Executive Officers. The resolution covers the compensation tables, accompanying narrative disclosure, and related compensation material presented in the proxy statement. The vote is required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, commonly known as a say-on-pay vote. Approval would not bind the Company, the Board, or the Compensation Committee and would not overturn existing compensation decisions. The vote also would not create or imply additional fiduciary duties for the Company, the Board, or its committees. The Compensation Committee reviews executive compensation and benefits, recommends compensation, reviews employee compensation policies, and administers incentive arrangements. In 2025, the named executives were John L. Villano and Jeffery C. Walraven, whose reported total compensation was $1,655,089 and $1,095,653, respectively. The compensation program included base salary, discretionary bonuses, restricted stock awards, retirement contributions, benefits, and certain perquisites or other compensation. The Board recommends voting FOR because management and the Compensation Committee value shareholder views and will consider the advisory result in making future executive compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Melia Wealth LLC | 5.85% | 2,806,935 | $3M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.36% | 2,090,062 | $2M |
| 3 | Cox Capital Mgt LLC | 2.39% | 1,146,768 | $1M |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.91% | 435,068 | $410K |
| 5 | BlackRock, Inc. | 0.87% | 415,307 | $391K |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 0.75% | 357,676 | $337K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.61% | 290,546 | $273K |
| 8 | STATE STREET CORP | 0.37% | 177,685 | $167K |
| 9 | BlackRock, Inc. | 0.32% | 155,295 | $146K |
| 10 | GatePass Capital, LLC | 0.30% | 145,000 | $136K |
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.