Independent
Tenure on this board
11.9 yrs
2 nominees · 4 ballot items.
Election of two Class III directors; Ratification of BDO USA, P.C. as independent auditor; Advisory approval of named executive officer compensation (say-on-pay); Advisory vote on frequency of future say-on-pay votes (one, two, or three years).
Elect two Class III directors, Stephen Kaplan and Bill Wilson, to serve until the 2029 annual meeting.
Ratify the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for fiscal year 2026.
Advisory vote to approve, on a non-binding basis, the compensation of the Company's named executive officers as disclosed in the proxy statement.
The management proposal asks shareholders to cast a non-binding advisory vote to approve the 2025 compensation for the company’s named executive officers, as disclosed in the proxy. Management frames the compensation program as necessary to attract, motivate, and retain key executives through a mix of competitive cash, discretionary annual bonuses tied to company and individual performance, and long-term equity awards (time-based and performance-based RSUs/PSUs) designed to align executives’ interests with long-term shareholder value. The Compensation Committee emphasizes that performance metrics include operational and strategic goals and that special transaction-related bonuses were paid in 2025 in connection with a debt refinancing. The advisory vote will not be binding but will be considered by the Board and the Compensation Committee when designing future compensation. Given the company's use of multi-year performance-based equity awards and discretionary bonuses tied to specific strategic outcomes (including a recent debt refinancing), the board recommends a vote FOR to affirm the alignment between pay and performance and to provide continuity for the compensation program.
Advisory vote for shareholders to indicate whether they prefer an advisory say-on-pay vote every one, two, or three years (Board recommends every three years).
This non-binding management proposal asks shareholders to indicate their preferred interval (one, two, or three years) for future advisory votes on executive compensation. Management recommends a three-year cycle, arguing that multi-year performance-based awards and incentive structures are best evaluated over a multi-year period, and that three years provides time to implement and assess any changes. While the vote is advisory, the Board intends to consider the outcome but is not bound to follow it. The company also notes it will present a say-on-frequency vote at least once every six years as required by regulations.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CAPITAL MANAGEMENT CORP /VA | 13.89% | 2,494,607 | $14M |
| 2 | AMERICAN CENTURY COMPANIES INC | 4.61% | 827,734 | $4M |
| 3 | MSD CAPITAL, L.P. | 4.05% | 727,024 | $4M |
| 4 | BECK MACK OLIVER LLC | 3.42% | 614,652 | $3M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.92% | 523,965 | $3M |
| 6 | JB CAPITAL PARTNERS LP | 2.61% | 467,807 | $2M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 2.46% | 441,463 | $2M |
| 8 | RBF Capital, LLC | 2.19% | 393,474 | $2M |
| 9 | GAMCO INVESTORS, INC. ET AL | 2.14% | 384,518 | $2M |
| 10 | ENVESTNET ASSET MANAGEMENT INC | 1.30% | 234,114 | $1M |
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