Independent
Tenure on this board
9.9 yrs
2 nominees · 3 ballot items.
Elect two Class I directors; advisory ‘Say-on-Pay’ vote to approve named executive officer compensation; and ratify Baker Tilly US, LLP as the company’s independent registered public accounting firm for fiscal 2027.
Elect two Class I directors to the Company’s Board of Directors for terms expiring at the 2029 Annual Meeting.
Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation disclosures for the named executive officers as presented in the proxy. Management and the Compensation Committee state that the program’s objectives are to attract, motivate and retain qualified executives, link compensation to stockholder returns, reflect individual contributions, balance long-term value creation and short-term performance through equity, and maintain internal fairness. The committee has structured the program around base salary, an Entrepreneurial Salaried Bonus Plan (ESBP) that ties cash bonuses to operating income thresholds and company profitability, and historical restricted stock awards for top managers; NEOs’ cash bonuses under ESBP are capped at 50% of base salary. Management notes the ESBP’s design aligns employees’ incentives with shareholders by distributing one-third of incremental earnings above a minimum operating income threshold and by linking payouts across salaried employees, promoting teamwork in a vertically integrated business. The advisory vote is non-binding, but the Board and Compensation Committee will review the outcome and consider it in future compensation decisions. The Board recommends a vote FOR, arguing the program is effective and appropriately aligned with shareholder interests; critics could argue the long-standing, relatively simple plan may not incorporate modern pay-for-performance features or market benchmarking used by peers. Company-specific context includes historically infrequent equity grants since 2019, a frozen pension plan, and limited cash bonus payouts in several recent years when thresholds were not met, which may influence shareholder assessment of realized pay versus performance. Given the Company’s governance structure and majority independent committee membership, the say-on-pay vote functions as a governance signal to the Board regarding shareholder support for compensation practices.
Ratify the Audit Committee’s selection of Baker Tilly US, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Minerva Advisors LLC | 9.19% | 1,448,198 | $9M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.56% | 719,065 | $5M |
| 3 | VANGUARD GROUP INC | 3.88% | 611,254 | $4M |
| 4 | AMERICAN CENTURY COMPANIES INC | 3.23% | 509,589 | $3M |
| 5 | BlackRock, Inc. | 2.50% | 393,984 | $3M |
| 6 | ACADIAN ASSET MANAGEMENT LLC | 2.47% | 389,644 | $2M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.48% | 232,813 | $1M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 1.37% | 215,811 | $1M |
| 9 | BlackRock, Inc. | 1.18% | 186,416 | $1M |
| 10 | STATE STREET CORP | 1.16% | 182,972 | $1M |
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