Independent
Tenure on this board
15.9 yrs
4 nominees · 4 ballot items.
Election of four directors; Ratification of Crowe LLP as independent auditor; Approval to increase shares under 2022 Long Term Incentive Plan by 675,000; Non-binding advisory vote to approve named executive officers’ compensation.
Election of four directors nominated by the Board to serve three-year terms until 2029.
Ratify Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Approve an amendment to the 2022 Long Term Incentive Plan to increase the share reserve by 675,000 shares.
The proposal seeks shareholder approval to amend the Company’s 2022 Long Term Incentive Plan to add 675,000 shares to the plan’s share reserve, increasing the total authorized shares for issuance to 1,275,000. Management and the Compensation Committee argue the increase is needed to continue granting equity awards to attract, retain and motivate employees and directors, and they present supporting metrics including historical annual burn rates (three-year average 1.93%), current shares available (33,236 as of March 3, 2026), and an estimate that the increase would provide approximately 4.6 years of runway for awards based on expected grant levels. The amendment includes standard plan provisions addressing types of awards (options, stock appreciation rights, restricted stock, RSUs, performance share units, cash awards), limits on awards to non-employee directors, minimum vesting rules with limited exceptions, change-in-control treatment, and adjustments for share splits. Shareholder approval is required for the increase; the Board unanimously recommends a vote FOR this item stating the grant is important to align employee incentives with shareholder interests and to manage succession and retention risks. The proposal’s governance considerations include dilution management, anti-dilution adjustments, limits on awards, and references to executive compensation practices, and the filing includes the full text of the Amendment as Exhibit A.
A non-binding advisory resolution to approve the compensation of the named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management frames the program as pay-for-performance, with significant performance-based components (short-term cash incentives and long-term performance share units), stock ownership and retention guidelines, recoupment/clawback policies, and benchmarking by an independent compensation consultant. The Board notes strong prior shareholder support (94% approval in 2025) and states it will consider results in future compensation decisions. While advisory and non-binding, a vote against could prompt the Compensation Committee to reevaluate specific practices; management recommends a FOR vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.0% | 948,986 | $32M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 851,862 | $29M |
| 3 | BlackRock, Inc. | 4.0% | 770,736 | $26M |
| 4 | FMR LLC | 3.8% | 717,710 | $24M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.5% | 667,325 | $22M |
| 6 | FRANKLIN RESOURCES INC | 3.4% | 642,529 | $21M |
| 7 | STATE STREET CORP | 3.0% | 577,408 | $19M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 420,892 | $14M |
| 9 | TWO SIGMA INVESTMENTS, LP | 2.1% | 400,667 | $13M |
| 10 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 1.6% | 306,763 | $10M |
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