Independent
Tenure on this board
34.4 yrs
5 nominees · 3 ballot items.
Elect five directors; approve, on a non-binding advisory basis, named executive officer compensation (“Say-on-Pay”); and ratify Sadler, Gibb & Associates, LLC as independent registered public accountants for 2026.
Elect five director nominees (Charlie Bass, Kevin Mills, Bill Parnell, Ivan Lazarev, Lynn Zhao) each to serve for one-year terms until the 2027 annual meeting.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement for the fiscal year ended December 31, 2026.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed named executive officer (NEO) compensation for fiscal 2026. Management seeks shareholder support to validate its pay philosophy and to provide the Compensation Committee with feedback as it continues to set pay levels tied to corporate objectives. The Company emphasizes a pay-for-performance structure: base salaries benchmarked between the median and 75th percentile of peers, annual variable cash incentives linked to revenue and adjusted EBITDA goals, and long-term equity awards (restricted stock and options) to align executives with long-term shareholder value. The Compensation Committee reviews market data, individual performance, and potential for future responsibility when setting awards, and equity awards vest over multi-year schedules to encourage retention. While the vote is advisory and not binding, the Board will review the results and consider them in future compensation decisions, highlighting the governance practice of soliciting shareholder input. Potential investor concerns include the level of insider ownership and related-party transactions disclosed elsewhere in the filing, which may affect perceptions of alignment and independence. The Board recommends a "FOR" vote, arguing that the program balances short- and long-term incentives, limits excessive risk-taking through modest variable compensation as a percentage of total pay, and employs standard governance safeguards such as committee oversight and periodic benchmarking.
Ratify the Audit Committee’s selection of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accountants for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MV CAPITAL MANAGEMENT, INC. | 1.2% | 101,560 | $88K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.7% | 54,638 | $47K |
| 3 | LPL Financial LLC | 0.6% | 50,725 | $44K |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 0.6% | 46,130 | $40K |
| 5 | ACADIAN ASSET MANAGEMENT LLC | 0.6% | 45,675 | $40K |
| 6 | CITADEL ADVISORS LLC | 0.5% | 39,439 | $34K |
| 7 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.4% | 32,385 | $28K |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 0.3% | 26,600 | $23K |
| 9 | STATE STREET CORP | 0.3% | 23,600 | $21K |
| 10 | VANGUARD FIDUCIARY TRUST CO | 0.3% | 21,020 | $18K |
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.