Not independent
Tenure on this board
3.5 yrs
5 nominees · 4 ballot items.
Stockholders will vote to elect five directors, ratify the independent auditor, approve a non-binding advisory vote on executive compensation (Say-on-Pay), and choose the frequency (one, two, or three years, or abstain) of future advisory votes on executive compensation (Say-When-on-Pay).
Elect five directors to serve one-year terms until the next annual meeting and until their successors are duly elected and qualified.
Ratify the Audit and Finance Committee’s selection of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management-sponsored, non-binding advisory proposal asks shareholders to approve the Company’s 2025 executive compensation as disclosed in this proxy statement. Management is seeking this advisory approval to obtain stockholder feedback on the overall structure and levels of pay for the named executive officers, and to demonstrate stockholder support for the Compensation and Management Committee’s approach to balancing base salary, short-term incentives, and long-term equity-based incentives. The proxy materials emphasize that the program ties a significant portion of executive pay to performance metrics (e.g., consolidated operating profit targets and STIP design) and long-term equity incentives to align executives with stockholder value creation. The proposal is explicitly non-binding, but the Board and the Compensation and Management Committee state they will consider the vote outcome when making future compensation decisions. The Board recommends a vote FOR the proposal, arguing that the program avoids encouraging excessive risk-taking, is structured to incentivize both short-term execution and long-term sustainable growth, and is assessed annually against peer practices. The company discloses that for 2025 target STIP levels and the lack of STIP payouts in 2024 and 2025 reflect performance-based governance, which management presents as evidence of rigor in compensation outcomes. From an investor governance perspective, a FOR vote signals support for management's compensation philosophy and governance processes; a AGAINST vote would signal dissatisfaction and could prompt the committee to revisit metrics, pay levels, or disclosure. Because the vote is advisory, it does not change executive pay directly but is an important indicator of shareholder sentiment that could influence future plan design and disclosure enhancements.
Non-binding advisory proposal asking stockholders to indicate whether future advisory votes on executive compensation should be held every one, two or three years (or abstain); the Board recommends every three years.
This management-sponsored advisory proposal asks shareholders to indicate their preferred frequency for future non-binding advisory votes on executive compensation, offering one-year, two-year, three-year, or abstain options. The Board recommends a triennial (every three years) frequency based on engagement with stockholders, proxy advisory organizations, and institutional representatives, asserting that a three-year cadence balances the administrative burden of frequent votes with the need for meaningful periodic accountability on pay practices. Management’s stated context includes the company's recent high support for Say-on-Pay (over 98% in 2023) and the desire for stability and predictability in compensation oversight, which it argues a three-year cycle will provide. The proposal is non-binding; however, the Board and Compensation and Management Committee will review the voting results and consider them when determining future practice. Investors seeking more frequent feedback may prefer annual votes to signal ongoing oversight, while those favoring longer intervals may consider triennial votes sufficient to assess long-term pay outcomes and strategic alignment. A shareholder vote for a more frequent cadence could increase the speed of responsiveness to pay controversies, whereas a vote for three years signals comfort with the current program and process. The Board’s recommendation for three years is framed as reflecting best practice and stockholder engagement, but it is ultimately advisory and may be superseded by future Board decisions depending on evolving circumstances and voter sentiment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Visionary Wealth Advisors | 6.6% | 1,106,154 | $7M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.7% | 957,081 | $6M |
| 3 | Janney Montgomery Scott LLC | 3.1% | 518,000 | $3M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.7% | 457,837 | $3M |
| 5 | Truffle Hound Capital, LLC | 1.5% | 250,000 | $2M |
| 6 | RBF Capital, LLC | 1.3% | 218,714 | $1M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 1.2% | 198,090 | $1M |
| 8 | Connor, Clark Lunn Investment Management Ltd. | 0.9% | 155,021 | $1M |
| 9 | RAYMOND JAMES FINANCIAL INC | 0.8% | 135,083 | $881K |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 0.8% | 126,753 | $826K |
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