Independent
Tenure on this board
23.4 yrs
3 nominees · 3 ballot items.
Elect three Class I directors; advisory approval of named executive officer compensation; ratify Deloitte & Touche LLP as independent auditors for fiscal 2027.
Elect three Class I directors—Tony Christianson, Christine Hamilton, and Bryan Knutson—to serve three-year terms until the 2029 Annual Meeting.
Non-binding advisory vote to approve compensation of the named executive officers as disclosed in the proxy.
This management proposal seeks a non-binding, advisory approval (say-on-pay) of the compensation paid to the Company’s named executive officers for fiscal 2026, as detailed in the Compensation Discussion and Analysis and related disclosure. The Board and Compensation Committee are asking shareholders to endorse their executive pay decisions, which include a mix of base salary, annual performance cash bonuses tied to Adjusted Pre-Tax Income, Return on Assets, and Total Revenue, and long-term equity awards (restricted stock) designed to align management and shareholder interests. Management emphasizes that the program promotes pay-for-performance, retention, and alignment with stockholders, and notes prior shareholder support (91.58% approval in 2025). The vote is advisory only and not binding, but the Board will consider the result when setting future compensation. The rationale includes benchmarking to peers, clawback and anti-hedging policies, and stock ownership guidelines; potential governance context includes the CEO transition in 2024 and executive employment agreements with severance/change-in-control provisions. The Board recommends voting FOR the proposal, citing alignment of compensation with performance and governance safeguards; shareholders choosing to vote against may be signaling disagreement with pay levels, incentive structures, or specific awards, which could prompt engagement or adjustments in future compensation design.
Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year ending January 31, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 7.95% | 1,855,655 | $28M |
| 2 | Nantahala Capital Management, LLC | 5.23% | 1,220,520 | $18M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.17% | 1,206,876 | $18M |
| 4 | VANGUARD GROUP INC | 4.44% | 1,036,805 | $16M |
| 5 | BlackRock, Inc. | 3.43% | 801,843 | $12M |
| 6 | First Eagle Investment Management, LLC | 3.21% | 748,563 | $11M |
| 7 | ROYCE ASSOCIATES LP | 3.18% | 743,175 | $11M |
| 8 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 2.98% | 695,104 | $10M |
| 9 | DEUTSCHE BANK AG\ | 2.68% | 626,011 | $9M |
| 10 | BlackRock, Inc. | 2.64% | 615,674 | $9M |
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.