Not independent
Tenure on this board
18.1 yrs
2 nominees · 3 ballot items.
Elect two directors (Jack K. Heilbron and James R. Durfey); ratify Baker Tilly US, LLP as independent registered public accounting firm for 2026; and approve an amendment and restatement of the 2017 Incentive Award Plan to increase shares to 550,000 and revise the evergreen to 15% of outstanding shares on April 1 and October 1 if 550,000 is less than 15%.
Elect two Class III directors — Jack K. Heilbron and James R. Durfey — each to serve until the 2029 Annual Meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Amend and restate the Company’s 2017 Incentive Award Plan to increase the share reserve from 450,000 to 550,000 and revise the evergreen provision to automatically increase the maximum shares to 15% of outstanding shares on April 1 and October 1 if 550,000 is less than 15%.
This management proposal asks stockholders to approve a Third Amended and Restated version of the Company’s 2017 Incentive Award Plan to increase the authorized share reserve for awards from 450,000 to 550,000 and to change the Plan’s automatic annual ‘‘evergreen’’ adjustment to cap the Plan at 15% of outstanding shares on April 1 and October 1 if 550,000 represents less than 15% at those dates. Management seeks approval because nearly the entire current reserve (446,726 of 450,000) is already subject to outstanding awards as of March 31, 2026, leaving only a minimal remaining pool and constraining the Company’s ability to grant equity to executives, employees, directors, and consultants. The Board frames the change as necessary to continue to attract, retain and motivate key personnel and to align their interests with long-term stockholder value, emphasizing that equity awards are a principal tool for compensation and retention in the REIT sector. The proposal is explicitly discretionary in that the plan administrator would retain authority to determine award recipients, sizes, vesting schedules and types of awards, while shareholder approval would simply replenish and adjust the pool and evergreen formula. The evergreen revision shifts the mathematical reference point to 550,000 shares and preserves an annual automatic top-up mechanism to 15% of outstanding shares, which reduces the need for frequent shareholder votes as the company grows. A key governance consideration is dilution: approval increases the maximum number of shares that could dilute existing holders; management attempts to mitigate that by tying future increases to a percentage cap (15%) rather than a fixed unlimited upward adjustment. The Board recommends ‘‘FOR’’ on the basis that without additional authorized shares the Company’s ability to execute its compensation program and retain talent could be materially impaired, potentially impacting operations and long-term strategy. Investors should weigh the dilution risk versus the operational need for equity incentives, the current near-exhaustion of the reserve, the Plan’s existing individual limits and governance features (e.g., annual Director caps, per-participant limits, and administrator discretion), and the Company’s argument that such grants support the alignment of management and stockholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Ketron Financial | 0.73% | 10,511 | $24K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.46% | 6,645 | $15K |
| 3 | IFP Advisors, Inc | 0.19% | 2,705 | $6K |
| 4 | WELLS FARGO COMPANY/MN | 0.11% | 1,514 | $4K |
| 5 | OSAIC HOLDINGS, INC. | 0.07% | 1,009 | $2K |
| 6 | AlphaCore Capital LLC | 0.06% | 841 | $2K |
| 7 | MORGAN STANLEY | 0.05% | 667 | $2K |
| 8 | CWM, LLC | 0.04% | 529 | $1K |
| 9 | UBS Group AG | 0.01% | 128 | $297 |
| 10 | Sound Income Strategies, LLC | 0.01% | 74 | $181 |
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