Independent
Tenure on this board
18.4 yrs
3 nominees · 4 ballot items.
Election of three directors; ratification of CBIZ CPAs P.C. as independent auditors; non-binding advisory approval of named executive officers’ compensation (say-on-pay); non-binding advisory vote on frequency of future say-on-pay votes (board recommends every three years).
Election of three director nominees: Ira F. Bormel (Class II) for a two-year term ending 2028; Harvey B. Grossblatt and Henry C.W. Nisser (Class III) for three-year terms ending 2029.
Ratify the Audit Committee’s selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026.
Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the disclosed compensation of the Company’s named executive officers under Item 402 of Regulation S-K. Management is seeking shareholder endorsement to affirm its executive pay framework — which includes base salary, management bonuses, equity grants under the recently adopted 2025 Stock Incentive Plan, and benefits — and to provide feedback that the Compensation Committee will consider in future compensation decisions. The filing explains that the advisory vote is voluntary and non-binding but that the Compensation Committee values stockholder input and will take the results into account when setting pay. Context includes the Company’s historical practice (following a 2020 vote it adopted annual say-on-pay votes) and the Company’s compensation objectives to attract, retain and align executive incentives with stockholder interests. The Board recommends a FOR vote, arguing the program balances short- and long-term performance, is consistent with market practices for the Company’s size, and is administered through the Compensation Committee with oversight. Because the vote is advisory, the Company will remain free to modify compensation practices, but a negative vote would likely trigger more substantial engagement with investors and potential recalibration of pay elements. Key governance considerations include the recent adoption of the 2025 Stock Incentive Plan (authorizing up to 1,000,000 shares), the contractual employment arrangement and change-in-control protections for the CEO, and the Company’s stated clawback provision. Analysts should weigh the non-binding nature of the vote, the specific components and magnitude of CEO pay (contractual base salary and potential milestone bonuses), and the board’s responsiveness to prior shareholder feedback when evaluating the likely implications of the outcome for future pay-setting and governance.
Non-binding advisory vote to select how often the company should hold future advisory votes on executive compensation (options: every 1, 2, or 3 years); the Board recommends every three years.
This management proposal asks shareholders to select, on a non-binding basis, the preferred frequency for future advisory votes on executive compensation: annually, biennially, or triennially. Management seeks shareholder input to establish an interval that balances the desire for investor oversight with the Company’s ability to evaluate compensation outcomes over a meaningful period. The Board recommends a triennial vote, arguing that the Company’s compensation framework incorporates both short-term and long-term incentives and that a three-year cadence allows the Compensation Committee time to assess program effectiveness and implement changes between votes. The proxy provides context that the Company previously held annual votes following a 2020 stockholder recommendation but now prefers a multi-year evaluation period due to recent changes such as the 2025 Stock Incentive Plan and contractual CEO arrangements. Although the outcome is advisory and non-binding, a majority vote for a particular frequency will be disclosed and considered by the Board, and a dissenting vote could prompt increased engagement or adjustments to disclosure and pay practices. From a governance perspective, a triennial schedule can reduce administrative costs and avoid short-termism in incentive design, but may also lessen the immediacy of shareholder feedback on controversial pay decisions. Investors should note that the Board retains discretion to set frequency regardless of the advisory result, but historically boards tend to respect the prevailing shareholder preference; thus, the vote has practical signaling value about shareholder tolerance for the Company’s pay practices and time horizon for evaluating performance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DRW Securities, LLC | 2.9% | 77,979 | $402K |
| 2 | Janney Montgomery Scott LLC | 1.5% | 41,293 | $213K |
| 3 | Heron Bay Capital Management | 1.3% | 36,024 | $186K |
| 4 | TWO SIGMA INVESTMENTS, LP | 1.2% | 31,619 | $163K |
| 5 | VANGUARD GROUP INC | 1.0% | 26,745 | $138K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.5% | 14,249 | $74K |
| 7 | VANGUARD GROUP INC | 0.5% | 13,829 | $71K |
| 8 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.4% | 10,890 | $56K |
| 9 | MORGAN STANLEY | 0.2% | 4,126 | $21K |
| 10 | UBS Group AG | 0.1% | 3,555 | $18K |
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