Independent
Tenure on this board
21.4 yrs
2 nominees · 2 ballot items.
Election of two Class III directors; advisory (non-binding) approval of named executive officer compensation.
Elect two Class III directors (William G. Ferko and Jeffrey T. Gill) for three-year terms expiring in 2029.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management is seeking shareholder approval to validate its compensation practices and to receive feedback via an advisory vote; although non-binding, the Board and Compensation Committee will consider the results when making future decisions. The proposal is contextually framed by the Company’s compensation philosophy emphasizing modest, balanced packages combining cash and equity-based awards, including restricted stock units and options, and the Board points to strong prior support for similar proposals (approximately 98% approval at the 2025 meeting) as evidence of shareholder alignment. The Board recommends a vote FOR the proposal, arguing the program aligns executives’ interests with stockholders and incentivizes near- and long-term goals. There are no shareholder proponents or competing proposals; the matter is routine in the post-Dodd-Frank era as an annual say-on-pay item. While advisory and non-binding, a negative vote could prompt the Compensation Committee to adjust pay practices. Given the Company’s concentrated ownership (Gill family ~39.5%), voting outcomes may reflect insider alignment and could make the advisory result less informative about independent shareholder sentiment. The Committee’s use of time-based equity awards and the lack of a cash bonus in 2025 are notable inputs to evaluate alignment and risk-taking incentives.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Williams Novak, LLC | 9.27% | 2,133,301 | $6M |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 2.81% | 646,656 | $2M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.25% | 516,698 | $1M |
| 4 | Marex Group plc | 1.13% | 259,789 | $740K |
| 5 | SEI INVESTMENTS CO | 0.77% | 177,032 | $505K |
| 6 | Informed Momentum Co LLC | 0.63% | 145,420 | $414K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.56% | 128,704 | $367K |
| 8 | CITADEL ADVISORS LLC | 0.49% | 112,572 | $321K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.30% | 68,250 | $195K |
| 10 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.28% | 65,204 | $186K |
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