Not independent
Tenure on this board
10.4 yrs
6 nominees · 4 ballot items.
Election of six directors; ratification of BDO USA, P.C. as independent auditors; approval of Twelfth Amended and Restated Stock Incentive Plan (increase share reserve by 200,000); and advisory (non-binding) vote to approve executive compensation.
Elect six directors to hold office until the next annual meeting and until their successors are elected and qualified.
Ratify the appointment of BDO USA, P.C. as the Company's independent auditors for the year ending December 31, 2026.
The proposal seeks shareholder ratification of the Audit Committee’s and Board’s appointment of BDO USA, P.C. as independent auditors for fiscal year 2026. Management is asking shareholders to ratify the appointment primarily as a standard corporate governance step and to confirm the Audit Committee’s oversight decision. The proxy includes disclosure of fees billed by BDO for 2024 and 2025 and describes the Audit Committee’s pre-approval policies for audit and permitted non‑audit services, its review of independence, and the committee’s conclusion that BDO remains independent. Ratification is presented as routine and the Board unanimously recommends a vote FOR, noting that representatives of BDO will attend the meeting. Shareholder approval has no direct operational effect beyond providing stockholder consent but is customary; failure to ratify would likely trigger the Audit Committee to reconsider auditor engagement but would not prevent BDO from completing the audit of the prior period. The vote is routine and requires a majority of votes cast; abstentions do not affect the outcome.
Approve the Twelfth Amended and Restated Stock Incentive Plan to increase the share reserve by 200,000 shares (from 6,948,100 to 7,148,100) and refresh plan terms.
This management proposal asks shareholders to approve the Twelfth Amended and Restated Stock Incentive Plan, principally to increase the share reserve by 200,000 shares to ensure sufficient capacity for future equity awards used in hiring, retaining, and rewarding employees and directors. Management frames equity compensation as essential for talent competition in the asset management industry, helpful for alignment with shareholders, and less cash‑intensive. The CHC Committee justifies the request with historical 'burn rates', current outstanding awards, and governance protections (minimum vesting, anti-dilution adjustments, no evergreen, clawback, no repricing without stockholder approval, and limits on awards to non-employee directors). The proposal discloses that as of March 3, 2026, 6,347,653 shares had been issued with 600,447 available, and that approval would raise the authorized reserve to 7,148,100. The Board unanimously recommends a FOR vote. The primary governance risk is dilution; management addresses this with metrics (3-year average burn rate 4.4%), per-participant limits, and other plan safeguards. Rejection would constrain the company’s ability to grant equity and potentially force greater cash compensation or more frequent requests to shareholders.
Cast a non-binding, advisory vote to approve the compensation paid to the company's named executive officers as disclosed in the proxy statement.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Allspring Global Investments Holdings, LLC | 6.5% | 612,790 | $10M |
| 2 | Settian Capital LP | 5.0% | 470,515 | $8M |
| 3 | WESTWOOD HOLDINGS GROUP INC | 4.7% | 444,245 | $7M |
| 4 | GAMCO INVESTORS, INC. ET AL | 4.7% | 443,800 | $7M |
| 5 | North Star Investment Management Corp. | 4.0% | 380,809 | $6M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 3.7% | 350,767 | $6M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.4% | 320,516 | $5M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.8% | 266,657 | $4M |
| 9 | BlackRock, Inc. | 2.6% | 242,243 | $4M |
| 10 | BlackRock, Inc. | 2.2% | 211,417 | $3M |
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.