Not independent
Tenure on this board
11.3 yrs
8 nominees · 4 ballot items.
Set the board size to seven; elect seven directors nominated by the board; conduct a non-binding advisory vote to approve named executive officers' compensation; and ratify WithumSmith+Brown, PC as auditors for the year ending December 31, 2026.
Approve a resolution to set the size of the Board of Directors at seven members.
This management proposal asks shareholders to formally set the authorized number of directors at seven for the coming year. Management is seeking this approval because one director, Thad Beshears, has elected not to stand for re-election, reducing the incumbent board from eight to a targeted seven directors; setting the board size is a routine corporate housekeeping step that enables the Board to present the slate of nominees for election. Approving the change allows the Company to avoid filling an immediate vacancy or conducting an additional nomination process and reflects the Board’s view of the appropriate size to balance diverse expertise, committee workload and effective governance. The proxy explains that the Nominating and Corporate Governance Committee recommended the nominees and that the Board supports the change; the Board has also reaffirmed its majority-voting policy and related resignation procedures, which bears on director accountability. For investors, a small reduction in board size may marginally increase individual director responsibilities but can also improve decision-making efficiency if the remaining directors provide compensating skills and independence. The proposal is non-controversial and supported by the Board, which frames it as an administrative step tied to director departures rather than a substantive governance overhaul. Shareholders should consider the Company’s disclosure about director qualifications, board skills matrix and committee composition when evaluating whether the revised board size is consistent with effective oversight. Given the Board’s unanimous recommendation and the company’s disclosure of the nominees’ qualifications, management expects shareholder approval.
Elect seven director nominees proposed by the Board to serve until the next meeting at which directors are elected.
Advisory vote to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This management-sponsored, non-binding advisory proposal asks shareholders to approve the overall compensation paid to the Company’s named executive officers as described in the proxy statement. Management frames executive pay as strongly pay-for-performance: a majority of CEO and NEO pay is at-risk and tied to annual financial metrics (revenue, Adjusted EBITDA, and cash flow from operations) and to long-term equity awards (options and RSUs) that vest over multiple years to align with shareholder value creation. The Compensation and Human Resources Committee sets target bonuses with threshold, target and maximum payout levels tied to specific financial goals and uses a peer group and independent consultant in compensation benchmarking, which the Board cites to justify its approach. The proxy discloses that approximately 87.8% of votes favored the say-on-pay proposal in 2025, and the Board says it will consider shareholder input when setting future compensation, signaling responsiveness to investor views despite the advisory nature of the vote. Key points investors will weigh include the CEO’s total compensation (reported at $7.59 million for 2025), severance/change-in-control protections, use of performance metrics and the balance between cash and equity incentives. Because the vote is advisory, a negative outcome would not automatically change compensation but would likely trigger engagement by the Compensation Committee and potential program revisions; conversely, strong support can be interpreted as validation of current policies. Given the Company’s disclosures about incentive structure, recent financial performance, and the Board’s stated commitment to link pay to performance, the Board recommends approval while acknowledging the advisory nature and the intent to incorporate shareholder feedback.
Ratify the Audit Committee’s selection of WithumSmith+Brown, PC as the Company’s independent auditors for the year ending December 31, 2026.
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