Independent
Tenure on this board
5.8 yrs
2 nominees · 3 ballot items.
Elect two Class III directors (Ernesto R. Beyer and Bradley Rollins); approve, on an advisory basis, the 2025 executive compensation (Say-on-Pay); and ratify Withum Smith+Brown, PC as the Company’s independent registered public accounting firm for 2026.
Elect two Class III directors, Ernesto R. Beyer and Bradley Rollins, each to serve for a three-year term expiring at the 2029 Annual Meeting of Stockholders.
Non-binding, advisory vote to approve the compensation paid to the Company’s Named Executive Officers for the fiscal year ended December 31, 2025.
This management-sponsored, non-binding advisory proposal asks investors to approve the compensation paid to the Company’s Named Executive Officers for 2025 as disclosed in the proxy. Management frames the proposal as a transparency and accountability mechanism: the compensation program mixes short‑term and long‑term incentives, including cash, restricted stock and RSUs, and is intended to align executive incentives with corporate strategy, retention and long‑term shareholder value. The Company qualifies as a smaller reporting company and emphasizes pay-for-performance features and equity grants designed to retain key executives over multi-year vesting horizons. Because the vote is advisory, it does not change contractual pay arrangements, but the Board and Compensation Committee state they will consider the outcome when setting future compensation. Key contextual factors include substantial long‑dated equity awards (10‑year restricted stock grants and multi‑year RSUs), the Company’s recent declines in net income, and the CEO’s significant equity and compensation levels disclosed in the filing. The Board’s recommendation to vote FOR rests on its view that compensation supports competitive positioning, incentivizes performance, and aligns management with shareholder interests. From a governance perspective, an adverse vote would signal shareholder dissatisfaction and likely trigger additional outreach and potential program adjustments by the Compensation Committee. Analysts evaluating the proposal should weigh the program’s retention value and long vesting schedules against the company’s recent financial performance, potential dilution from large equity grants, and the advisory (non‑binding) nature of the vote when assessing governance risk and executive incentive alignment.
Ratify the appointment of Withum Smith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WHITTIER TRUST CO | 9.83% | 2,713,852 | $3M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.27% | 902,159 | $1M |
| 3 | PERKINS CAPITAL MANAGEMENT INC | 2.54% | 701,932 | $800K |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 1.45% | 400,741 | $457K |
| 5 | CITADEL ADVISORS LLC | 0.65% | 180,079 | $205K |
| 6 | North Star Investment Management Corp. | 0.65% | 180,000 | $205K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.38% | 104,390 | $119K |
| 8 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.37% | 101,000 | $115K |
| 9 | Rothschild Wealth LLC | 0.31% | 85,700 | $98K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.31% | 84,565 | $96K |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.