Not independent
Tenure on this board
28.4 yrs
6 nominees · 4 ballot items.
Four matters: (1) election of six directors; (2) ratification of independent auditor Haynie & Company; (3) advisory (non-binding) approval of named executive officer compensation (Say-on-Pay); and (4) advisory vote on the frequency of future Say-on-Pay votes (One, Two, or Three Years).
Elect six directors (John Saunders, Leann Saunders, Peter C. Lapaseotes, Jr., Adam Larson, Tom Heinen, and Graeme P. Rein) to hold office until the next annual meeting or until their successors are elected and qualified.
Ratify the appointment of Haynie & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
A non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the Proxy Statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy. Management seeks this advisory approval to confirm shareholder support for its compensation philosophy, which is designed to attract, retain and motivate executives through a mix of base salary, discretionary performance bonuses and limited long-term equity incentives. The board notes that the vote is advisory and will not obligate it to change compensation arrangements, but it will review and consider voting results in future compensation decisions. Historically, shareholders strongly supported the company’s say-on-pay in 2023 (~99% for) and the board previously recommended a triennial frequency for these votes. The proxy details that bonuses were awarded in December 2025 based on preliminary performance estimates but were later returned by the named executives after finalizing 2025 financial results, which is relevant to investor assessment of pay outcomes and governance. The company states that long-term equity grants to executives have been limited, and two founders/major shareholders (the Saunders) routinely decline equity awards to avoid dilution, which affects the balance between cash and equity incentive alignment. The Compensation Committee retains discretion over compensation elements and evaluates business objectives annually; the board emphasizes alignment with long-term shareholder value and resource constraints as reasons for its approach. Given the advisory nature, investors should view this vote as a signal to management about shareholder sentiment on pay design, quantum, and governance practices; a negative outcome would prompt the board to diagnose causes and consider changes. The board recommends a vote FOR the proposal, asserting that the program is appropriately structured to achieve the company’s compensation objectives.
A non-binding, advisory vote to select the frequency (One Year, Two Years, or Three Years) at which the Company will hold future advisory votes on executive compensation; the Board recommends Three Years.
This proposal asks shareholders to choose, on a non-binding basis, whether future advisory votes on executive compensation should occur every one, two, or three years. Management is recommending a triennial (three-year) frequency, arguing that this cadence better aligns with the company’s long-term compensation objectives and provides sufficient time to observe the effects of compensation changes on long-term performance. The board points to the prior 2023 vote in which shareholders supported a triennial frequency and emphasizes that the company’s compensation program is designed to balance financial resources with long-term value creation. Because the vote is advisory, the Board retains discretion but will consider the results when setting policy. A three-year cycle reduces the administrative burden and avoids short-term reactions to transient performance swings, which the company believes is important given its stage and resource constraints. Conversely, more frequent votes could give shareholders quicker recourse to express concerns but may encourage shorter-term pay decisions by management. Investors should evaluate this proposal in light of the company’s governance structure, historical shareholder support for triennial voting, and the firm’s stated compensation practices (limited equity grants to executives and discretionary bonuses). The Board recommends selection of 'THREE YEARS' and will review results to determine its course of action, recognizing the advisory nature of the outcome.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Sanctuary Advisors, LLC | 3.85% | 194,097 | $3M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.94% | 148,295 | $2M |
| 3 | BARD ASSOCIATES INC | 1.15% | 58,059 | $773K |
| 4 | OSAIC HOLDINGS, INC. | 1.05% | 53,150 | $707K |
| 5 | Aristides Capital LLC | 0.65% | 32,555 | $433K |
| 6 | Cetera Investment Advisers | 0.51% | 25,470 | $339K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.44% | 22,089 | $289K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.38% | 19,175 | $251K |
| 9 | ROGCO, LP | 0.33% | 16,813 | $224K |
| 10 | DGS Capital Management, LLC | 0.22% | 11,042 | $147K |
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