Independent
Tenure on this board
7.3 yrs
7 nominees · 3 ballot items.
Proposal 1: Election of seven directors; Proposal 2: Non-binding advisory vote to approve named executive officer compensation (Say-on-Pay); Proposal 3: Ratification of Wolf & Company, P.C. as independent registered public accounting firm for 2026.
Elect seven directors (Mimi K. Drake; Jeffrey E. Eberwein; Todd Fruhbeis; Connia M. Nelson; Jennifer Palmer; Louis Parks; Robert G. Pearse) to hold office until the 2027 Annual Meeting and until their successors are duly elected and qualified.
Non-binding, advisory 'Say-on-Pay' vote to approve the compensation of the Company's named executive officers as disclosed in the Executive Compensation section of the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s compensation of its named executive officers as disclosed in the proxy. Management and the Compensation Committee frame the proposal as a routine Say-on-Pay request intended to provide stockholder feedback on pay practices designed to attract and retain executives while aligning their interests with long-term shareholder value. The proxy highlights that pay is targeted to median market levels for base salary and total cash opportunity, with above-median cash payouts tied to superior performance, and that equity awards (RSUs and restricted stock) are performance- and service-based with vesting linked to financial metrics. The Company emphasizes governance features intended to limit excessive risk-taking: limited perquisites, stock ownership guidelines, double-trigger (not single-trigger) change-in-control vesting, and a compensation recovery/clawback policy. The Board and its independent compensation consultant state they periodically review compensation design to reflect competitive market conditions and regulatory developments. The vote is advisory, not binding, but the Compensation Committee has committed to consider the outcome when setting future compensation. Given the detailed disclosure and the Board’s unanimous recommendation, the Company positions the proposal as aligning management incentives with shareholder outcomes, though investors may still evaluate the magnitude of awards, vesting conditions, and the effectiveness of performance metrics in practice. The vote requires a majority of shares present or represented by proxy, and abstentions count as votes against, which could affect outcomes if investor support is weak.
Ratify the Audit Committee’s appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Mink Brook Asset Management LLC | 8.55% | 316,139 | $3M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.64% | 134,685 | $1M |
| 3 | Cable Car Capital, LP | 2.71% | 100,042 | $1M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 2.19% | 80,926 | $832K |
| 5 | North Star Investment Management Corp. | 1.49% | 55,000 | $565K |
| 6 | BlackRock, Inc. | 1.44% | 53,404 | $549K |
| 7 | DIMENSIONAL FUND ADVISORS LP | 1.06% | 39,043 | $401K |
| 8 | RBF Capital, LLC | 0.76% | 28,112 | $289K |
| 9 | Manatuck Hill Partners, LLC | 0.72% | 26,500 | $272K |
| 10 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.66% | 24,515 | $252K |
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