Independent
Tenure on this board
9.4 yrs
6 nominees · 3 ballot items.
Three proposals: election of six directors for one-year terms; ratification of Whitley Penn as the company’s independent registered public accounting firm for 2026; and an advisory (non-binding) vote to approve the company’s executive compensation (Say-on-Pay).
Election of six directors to serve one-year terms until the 2027 Annual Meeting.
Ratification of the Audit Committee’s appointment of Whitley Penn as the company’s independent registered public accounting firm for fiscal year 2026.
An advisory, non-binding vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures.
This advisory proposal asks stockholders to approve, on a non-binding basis, the company’s executive compensation policies and the compensation actually paid to the named executive officers as disclosed in the proxy statement. Management and the Board are seeking this annual approval to provide stockholders an opportunity to express their view of the overall compensation philosophy, practices, and outcomes—particularly given recent changes to the CEO pay mix (a large equity grant tied to performance targets and a cash bonus program). The filing emphasizes that compensation is structured to align management interests with long-term stockholder value through a mix of base salary, annual incentive bonuses tied to company performance, time-based restricted stock units, and substantial performance-based RSUs for the CEO. The Board cites prior strong stockholder support (approximately 85% approval at the prior advisory vote) as evidence that the program is broadly acceptable to investors, and management frames the Say-on-Pay as a signal to guide future compensation design rather than a binding mandate. Key contextual factors include the CEO’s 2025 compensation package (100,000 time-based RSUs and 900,000 performance-based RSUs tied to six targets), the Company’s financial results and recent corporate actions (sale of headquarters and dividend), and the Compensation Committee’s oversight role in tying pay to performance. Management also notes that the vote is advisory and that the Board and Compensation Committee will use the result as input when reviewing and potentially adjusting compensation programs. Voting FOR therefore supports management’s view that current pay programs appropriately incentivize and retain executives while aligning with stockholder interests; a vote AGAINST or significant dissent would signal investor concern about pay levels, pay-for-performance linkage, or disclosure and could prompt further engagement and potential program changes. Overall, the proposal is a governance mechanism to solicit investor feedback on executive pay and to reinforce or challenge management’s compensation design in the context of recent executive hiring and equity awards.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Bandera Partners LLC | 35.09% | 2,857,936 | $7M |
| 2 | JCP Investment Management, LLCActivist | 10.76% | 876,059 | $2M |
| 3 | Brooklands Fund Management Ltd | 2.53% | 205,717 | $475K |
| 4 | Value Investment Professionals, LLC | 2.26% | 183,939 | $425K |
| 5 | FIRST FOUNDATION ADVISORS | 2.09% | 170,027 | $393K |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 1.61% | 131,410 | $304K |
| 7 | MONEY CONCEPTS CAPITAL CORP | 0.99% | 80,599 | $186K |
| 8 | Values First Advisors, Inc. | 0.71% | 57,792 | $134K |
| 9 | FIRST FOUNDATION ADVISORS | 0.67% | 54,318 | $125K |
| 10 | GEORGE KAISER FAMILY FOUNDATION | 0.51% | 41,143 | $95K |
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