Not independent
Tenure on this board
21.8 yrs
2 nominees · 3 ballot items.
Election of two directors; Ratification of independent auditors; Non-binding advisory vote on executive compensation.
Elect two directors (James W. Bernau and Sean M. Cary) to the Board for three-year terms ending at the 2029 annual meeting.
Ratify appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
The Board is asking shareholders to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the executive compensation section. Management seeks this vote to obtain shareholder feedback on pay practices and philosophies; while non-binding, the vote will inform the Compensation Committee in setting future pay. The proposal asks shareholders to approve the existing disclosures, including salary, bonuses, equity awards (noting limited outstanding equity awards under the 2025 Plan), employment agreements for senior executives (including the long-term equity-heavy package for the CEO), and pay-for-performance disclosures in the Pay Versus Performance section. The Board recommends a vote FOR, asserting that the compensation program aligns management and shareholder interests through a mix of base salary, performance-based incentives and equity awards tied to stock price targets and pre-tax income thresholds. The recommendation notes that the advisory vote will be considered in future compensation decisions by the Compensation Committee. The Board further emphasizes that executive compensation reflects market practices, retention needs, and incentivizes long-term value creation, with specific safeguards such as limitations on option grants around material nonpublic information and committee oversight. The proposal is routine in current corporate governance practice and the Board believes a favorable vote supports continuity of management and ongoing alignment of interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 198,896 | $511K |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 1.3% | 66,052 | $170K |
| 3 | Next Capital Management LLC | 1.1% | 54,800 | $141K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.6% | 30,169 | $78K |
| 5 | DIMENSIONAL FUND ADVISORS LP | 0.5% | 26,648 | $68K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.5% | 25,916 | $67K |
| 7 | Teton Advisors, LLC | 0.4% | 20,500 | $53K |
| 8 | GABELLI FUNDS LLC | 0.4% | 20,000 | $51K |
| 9 | EP Wealth Advisors, LLC | 0.3% | 15,792 | $41K |
| 10 | Creative Planning | 0.3% | 15,611 | $40K |
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.