Independent
Tenure on this board
9.1 yrs
1 nominee · 3 ballot items.
Three proposals: (1) election of Brian D. Dunn to the Board for a three-year term, (2) advisory/non-binding approval of the Company’s executive compensation (say-on-pay), and (3) ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect Brian D. Dunn to the Board of Directors to serve until the 2029 annual meeting of stockholders.
Advisory, non-binding vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks stockholders to cast an advisory (non-binding) vote to approve the Company’s disclosed executive compensation for the named executive officers. Management proposes the say-on-pay resolution to comply with Dodd-Frank and SEC rules and to solicit stockholder endorsement and feedback on compensation philosophy and implementation. The Company’s program relies on a combination of base salary, discretionary and formulaic annual cash bonuses, equity awards (restricted stock units and non-qualified options tied to Silvercrest L.P.), and ownership through interests in Silvercrest L.P. to align executives with long-term stockholder value. Key context includes employment agreements for the CEO and another senior executive that provide certain severance and vesting protections, substantial principal ownership (principals held approximately 34.9% of Silvercrest L.P. interests as of the record date), and a reported CEO pay ratio of 16:1. The Compensation Committee, comprised of independent directors, oversees plan design and grants, and the Board emphasizes alignment with strategic goals, competitive practice, and internal equity. Although the vote is non-binding, the Board will consider the outcome when setting future compensation; the company also conducted targeted engagement with major institutional holders in 2025 and reports it received no significant concerns about structure or amounts. Potential investor concerns include the size of discretionary bonuses and the use of equity awards tied to partnership units (which concentrate economic interests), but management argues these elements foster long-term alignment and retention. Given the Committee’s governance processes, the Board’s recommendation for FOR reflects its view that the compensation program appropriately balances pay-for-performance and retention needs while providing transparency through the proxy disclosures.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ROYCE ASSOCIATES LP | 2.96% | 350,924 | $5M |
| 2 | BlackRock, Inc. | 2.83% | 335,616 | $5M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.67% | 316,089 | $4M |
| 4 | BlackRock, Inc. | 2.58% | 305,447 | $4M |
| 5 | PUNCH ASSOCIATES INVESTMENT MANAGEMENT, INC.Activist | 2.07% | 245,031 | $3M |
| 6 | Pacific Ridge Capital Partners, LLC | 1.74% | 206,686 | $3M |
| 7 | Boston Partners | 1.74% | 205,988 | $3M |
| 8 | DIAMOND HILL CAPITAL MANAGEMENT INC | 1.60% | 190,064 | $3M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 1.54% | 182,622 | $2M |
| 10 | BlackRock, Inc. | 1.44% | 171,061 | $2M |
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.