Not independent
Tenure on this board
15.4 yrs
6 nominees · 3 ballot items.
Elect six directors; ratify CBIZ CPAs P.C. as independent auditors for 2026; approve, on a non-binding advisory basis, named executive officer compensation.
Elect six directors (John M. Dillon, Audrey P. Dunning, Daniel M. Friedberg, Randall S. Friedman, Emanuel P.N. Hilario and Haydee Ortiz Olinger) to serve one-year terms until the 2027 annual meeting.
Ratify the Audit Committee’s selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory management proposal asks stockholders to approve the named executive officers’ compensation as disclosed in the proxy statement. Management seeks approval to validate its pay-for-performance program that ties short-term bonuses and long-term equity (RSUs and PSUs) to financial targets, including adjusted EBITDA and revenue. While non-binding, the Compensation Committee and Board will consider the vote when making future compensation decisions. The proposal is contextualized by the Company’s use of a matrix tying payouts to adjusted EBITDA and revenue, a significant PSUs/RSUs mix, and prior strong support (~90.9%) in 2025. The Board recommends a vote FOR, arguing compensation aligns management incentives with stockholder value creation and retention objectives. If approved, it supports continuing current structures; if rejected, the Committee may revise pay components. The company provides detailed CD&A and seeks shareholder input through this advisory mechanism.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | 325 CAPITAL LLC | 9.85% | 1,011,789 | $3M |
| 2 | Silverberg Bernstein Capital Management LLC | 5.75% | 591,179 | $2M |
| 3 | BRC Group Holdings, Inc. | 5.31% | 545,812 | $2M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 3.86% | 396,230 | $1M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.46% | 355,308 | $1M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 2.16% | 221,761 | $730K |
| 7 | BlackRock, Inc. | 2.04% | 209,615 | $690K |
| 8 | GAMCO INVESTORS, INC. ET AL | 1.46% | 150,000 | $494K |
| 9 | NewEdge Advisors, LLC | 1.17% | 120,145 | $172K |
| 10 | BARD ASSOCIATES INC | 0.97% | 100,021 | $329K |
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.