Independent
Tenure on this board
1.4 yrs
1 nominee · 5 ballot items.
Election of one Class I director; Approval of Certificate of Incorporation amendment to effect a 3-for-1 forward stock split and increase authorized common and preferred shares; Advisory approval of executive compensation (say-on-pay); Advisory ratification of Grant Thornton LLP as independent registered public accounting firm; Approval of adjournment to solicit additional votes if Proposal 2 fails.
Elect Stephen Jones as Class I director to serve until the 2029 annual meeting.
Approve an amendment to Article IV to effect a 3-for-1 forward stock split, increase authorized common shares from 20,000,000 to 60,000,000 and preferred shares from 5,000,000 to 15,000,000.
Proposal 2 requests stockholder approval to amend the Company’s Certificate of Incorporation to (i) implement a 3-for-1 forward stock split of the Common Stock and (ii) increase the number of authorized shares of Common Stock from 20,000,000 to 60,000,000 and authorized Preferred Stock from 5,000,000 to 15,000,000. The Board adopted the Proposed Amendment on April 13, 2026 and states the primary purpose is to effect the Stock Split to make the stock more accessible by reducing the trading price per share. The Company notes that under the current authorized share limits, there are insufficient authorized common shares to implement the 3-for-1 split unless the authorized share count is increased proportionately, so the amendment also increases total authorized shares to 75,000,000. The amendment preserves the par value per share at $0.01 and provides for proportionate adjustments to outstanding equity awards and plan share pools so intrinsic values and plan availability are maintained. Approval requires an unusually high affirmative vote of 80% of outstanding common stock, reflecting provisions in the Certificate of Incorporation. The Board unanimously recommends a vote FOR the amendment, citing increased accessibility for investors and the mechanics required to effect the split; it also reserves discretion on timing and whether to file the Certificate of Amendment even if approved. If adopted, the Certificate of Amendment would be filed with the Delaware Secretary of State and the forward split would take effect upon filing at a time chosen by the Board.
A non-binding 'say-on-pay' advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
Proposal 3 asks shareholders to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement. Management frames this as an opportunity for shareholders to express their views on overall executive compensation philosophy and practice rather than on discrete items. The Board and Compensation Committee emphasize pay-for-performance alignment: a significant portion of NEO compensation is equity-based, with performance shares tied to ROE, net contribution margin, assets under management, services EBT, and an SAF investment decision; cash bonuses are tied to company performance with objective and subjective components; and changes in award timing were made in 2025 to align grants with the applicable performance year. The Compensation Committee considers previous advisory vote feedback and continues to engage with shareholders. The Board recommends a vote FOR this advisory resolution, and will consider any adverse vote in reviewing compensation practices, though the vote is non-binding.
Ratify Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal 2026.
Proposal 4 requests an advisory ratification of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year 2026. The Audit Committee appointed Grant Thornton and believes it appropriate to seek shareholder ratification as a matter of good corporate practice. The filing discloses Grant Thornton's audit and non-audit fees for 2024 and 2025, and notes the Audit Committee pre-approves all services and has concluded Grant Thornton's independence is not impaired. The Board recommends a vote FOR ratification; if shareholders do not ratify, the Audit Committee will reconsider the appointment, and may retain Grant Thornton or another firm.
If there are insufficient votes to approve Proposal 2 at the Annual Meeting, authorize adjournment to solicit additional proxies to obtain approval of Proposal 2.
Proposal 5 seeks shareholder approval to permit the Board to adjourn the Annual Meeting, if necessary or appropriate in the Board’s view, to allow further solicitation of proxies to obtain sufficient votes to approve Proposal 2 (the Certificate of Incorporation amendment). The Board argues adjournment is in the best interest of stockholders if votes are insufficient and would allow the Company to solicit additional support; approval would give the Board flexibility to postpone a vote on Proposal 2 while continuing solicitation and possibly reconvene without further notice for up to 30 days. The proposal is routine for enabling management flexibility in corporate governance, and the Board unanimously recommends a vote FOR the adjournment proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | M3F, Inc. | 9.61% | 677,248 | $115M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 7.35% | 517,779 | $88M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 2.81% | 197,820 | $34M |
| 4 | TWO SIGMA INVESTMENTS, LP | 2.36% | 166,311 | $28M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.59% | 112,127 | $19M |
| 6 | RBF Capital, LLC | 1.53% | 107,711 | $18M |
| 7 | BlackRock, Inc. | 1.51% | 106,119 | $18M |
| 8 | Four Tree Island Advisory LLC | 1.50% | 105,421 | $18M |
| 9 | BlackRock, Inc. | 1.15% | 81,276 | $14M |
| 10 | STATE STREET CORP | 0.95% | 66,593 | $11M |
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.