Independent
Tenure on this board
0.6 yrs
2 nominees · 3 ballot items.
Elect two Class II directors (Eric Sachetta and Michael J. Sardano); approve, on an advisory basis, the compensation of the named executive officers (say-on-pay); and ratify Carr, Riggs & Ingram, LLC as the independent registered public accounting firm for 2026.
Elect two Class II directors — Eric Sachetta and Michael J. Sardano — to serve three-year terms expiring at the 2029 Annual Meeting.
A non-binding advisory vote to approve the compensation of the company's named executive officers as disclosed in the Proxy Statement.
This management proposal requests a non-binding advisory endorsement (a “say-on-pay” vote) of the compensation paid to the company’s named executive officers as disclosed in the proxy. Management frames the program as designed to attract, motivate, reward, and retain senior executives and to align their incentives with long-term stockholder value through base salary, cash bonuses, equity-based awards, and severance/change-in-control protections. The Company is a smaller reporting company and provides reduced disclosure, but still details significant compensation elements including sizable annual bonuses, equity awards to certain executives, and employment and severance agreements for the CEO and other named executives. The Board emphasizes that the vote is advisory and that the Compensation Committee will consider the outcome when evaluating and setting future compensation, signalling some responsiveness to shareholder views without being bound. Governance context includes related-party considerations—two senior executives (the CEO and the President/GC) are father and son and both serve on the Board—which may raise shareholder governance concerns about independence in setting pay. The company has adopted a clawback policy consistent with Nasdaq requirements and discloses change-in-control and severance protections that could accelerate pay; these features increase the downside risk of perceived excessive pay if performance is weak. Given the advisory nature, a strong negative vote would put public pressure on the Compensation Committee and Board to revise practices; conversely, approval provides management with explicit shareholder support for current compensation philosophy. The Board’s unanimous recommendation and explanation focus on retention and alignment, but investors evaluating this proposal should weigh the disclosed pay levels, related-party dynamics, and the company’s historical performance and pay-for-performance metrics provided in the proxy.
Ratify the appointment of Carr, Riggs & Ingram, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Pacific Ridge Capital Partners, LLC | 4.84% | 796,072 | $3M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.94% | 648,225 | $3M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 2.24% | 369,537 | $1M |
| 4 | Divisadero Street Capital Management, LP | 1.74% | 286,078 | $1M |
| 5 | RENAISSANCE TECHNOLOGIES LLC | 1.53% | 252,234 | $1M |
| 6 | UBS Group AG | 1.04% | 171,305 | $682K |
| 7 | Meros Investment Management, LP | 0.93% | 152,418 | $607K |
| 8 | Sachetta, LLC | 0.91% | 150,508 | $599K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.83% | 135,845 | $541K |
| 10 | Greenline Wealth Management LLC | 0.78% | 128,774 | $513K |
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