Independent
Tenure on this board
7.3 yrs
Also a director at
Nephros Inc (NEPH)
6 nominees · 4 ballot items.
Stockholders will vote to elect six directors; approve, on an advisory basis, the Company’s executive compensation; approve, on an advisory basis, the frequency of future advisory votes on executive compensation (every year, every two years, or every three years); and ratify the appointment of Carr, Riggs & Ingram, L.L.C. as the Company’s independent auditors for 2026.
Elect six nominated directors (Arthur Amron; Dr. Corey Booker; Paul Jacobi; Phil Lancaster; James Palm; Mark Plaumann) to serve until the Company’s 2027 Annual Meeting of Stockholders.
Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (the "say-on-pay" vote).
This proposal asks stockholders to cast a non-binding advisory vote approving the Company’s executive compensation as disclosed in the proxy statement. Management is seeking shareholder approval to validate its pay practices that emphasize competitive total compensation, significant equity-based long-term incentives (restricted stock units), and pay-for-performance elements including annual bonus discretion tied to company and individual performance. The compensation program is supported by independent benchmarking from an external consultant (Meridian) and overseen by an independent compensation committee; it includes governance features such as a clawback policy, anti-hedging/anti-pledging rules and substantial equity weighting to align executives with long‑term stockholder value. The Company frames its approach in the context of recent strategic actions in 2025 (multiple divestitures and portfolio reshaping), stressed financial performance improvements and the need to retain and incentivize management through a transitional period. Because the vote is advisory, a FOR vote does not change pay arrangements directly but signals stockholder support; the Board and compensation committee state they will review and consider the vote when making future decisions. The Board’s unanimous recommendation to vote FOR is grounded in the view that the disclosed arrangements align management and stockholder interests, promote long-term value creation, and incorporate appropriate risk-mitigation and governance controls. Institutional context includes the Company’s status as a smaller reporting company and its recent use of consultant benchmarking and no written employment agreements for most NEOs, which affects how pay outcomes respond to performance. A sophisticated assessment should weigh the company’s recent operational turnarounds and asset sales, the limited equity grants in 2025, and the discretionary nature of bonuses against incentives and retention needs during strategic transition. Overall, a FOR vote would endorse the Board’s current compensation philosophy and governance safeguards while leaving the committee free to adjust plan details in light of future performance and stockholder feedback.
Non-binding advisory vote where stockholders choose whether future advisory votes on executive compensation should be held every year, every two years, every three years, or abstain.
This advisory proposal asks shareholders to choose the preferred interval (every year, every two years, every three years, or abstain) for future non-binding say-on-pay votes. Management is recommending an annual vote, arguing that yearly input offers consistent, timely feedback enabling the Board and the compensation committee to respond promptly to stockholder concerns and to align executive pay with current company performance. The vote is non-binding; however, the Board will consider the plurality outcome when setting future frequency, which means the winning option will guide the Board’s approach even if it is not legally mandatory. The governance trade-off centers on responsiveness versus administrative burden and potential short-termism: annual votes maximize stockholder engagement and oversight but could encourage excessive short-term performance focus, while multi-year votes reduce administrative costs and may allow for longer-term program assessment. Company‑specific context—substantial portfolio restructuring in 2025, improvement in adjusted metrics in 2025, and a compensation program emphasizing long-term equity—argues for balanced, regular oversight to ensure pay remains aligned as strategy evolves. Given the Company’s status as a smaller reporting company undergoing strategic changes, an annual frequency provides the Board with frequent shareholder signals during a period of transition, which the Board cites as the rationale for recommending 'every year.' Institutional investors and governance analysts will weigh whether annual votes produce meaningful influence on pay design versus procedural affirmation; the Board has committed to review and consider the results when making future compensation decisions. In evaluating the proposal, analysts should consider how the company’s compensation committee uses stockholder feedback and whether annual votes would lead to substantive changes in governance or merely repeat prior advisory outcomes. Overall, the Board’s recommendation for annual frequency is positioned as a governance best-practice to maintain alignment and accountability during ongoing operational and strategic adjustments.
Ratify the audit committee’s appointment of Carr, Riggs & Ingram, L.L.C. (CRI) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WEXFORD CAPITAL LP | 45.8% | 22,068,212 | $54M |
| 2 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 9.5% | 4,575,000 | $11M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 1.7% | 819,120 | $2M |
| 4 | BlackRock, Inc. | 1.6% | 762,438 | $2M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 1.3% | 634,520 | $2M |
| 6 | Peapod Lane Capital LLC | 1.2% | 599,805 | $2M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.1% | 525,254 | $1M |
| 8 | BlackRock, Inc. | 1.0% | 492,680 | $1M |
| 9 | STATE STREET CORP | 0.9% | 421,922 | $1M |
| 10 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.7% | 332,313 | $814K |
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