Not independent
Tenure on this board
2.5 yrs
7 nominees · 4 ballot items.
Elect seven directors; ratify UHY LLP as independent registered public accounting firm for 2026; approve, on an advisory basis, named executive officer compensation (say-on-pay); and approve, on an advisory basis, the frequency of future say-on-pay votes.
Elect seven nominees nominated by the Board to serve as directors until the 2027 Annual Meeting.
Ratify the appointment of UHY LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the Proxy Statement.
This non-binding management proposal asks shareholders to approve the compensation disclosed for the Company’s named executive officers, as required by Dodd-Frank and SEC rules. Management frames the proposal as an endorsement of a compensation program designed to attract, retain, and motivate senior executives while aligning pay with company performance through a mix of base salary, annual incentive awards tied to revenue and adjusted EBITDA, and long-term equity awards (RSUs). Notably, this is the first year the Company is required to hold a say-on-pay vote after ceasing to qualify as an emerging growth company, increasing the regulatory and governance significance of the outcome. The Board recommends a vote FOR the proposal, citing program design and alignment with stockholder interests and noting that the vote is advisory and non-binding; nonetheless, the Board and Compensation Committee commit to consider the vote’s outcome when shaping future pay. The Compensation Committee engaged an independent consultant and has adopted structured incentive plans (including a Bonus Plan and the 2024 Equity Plan) and a Severance Plan, all of which contextualize the pay decisions subject to the vote. The Company’s compensation decisions also occur against the backdrop of recent restructuring and recapitalization activity, which affected governance, equity structure, and management retention imperatives. Potential governance concerns for investors include substantial RSU grants and accelerated vesting events tied to restructuring, related-party arrangements with legacy affiliates, and the Company’s status as a smaller reporting company which limits CD&A disclosure. A FOR vote supports management’s view that the current pay program appropriately balances retention and performance incentives; an AGAINST vote could signal investor concern about the magnitude, structure, or disclosure of awarded compensation and would likely prompt enhanced engagement from the Board and Compensation Committee. Given the non-binding nature, the practical effect will depend on the margin of the vote and subsequent Board responsiveness to stockholder feedback.
Advisory (non-binding) vote to indicate whether future say-on-pay votes should be held every one, two, or three years (Board recommends '1 YEAR').
This management proposal asks shareholders to specify how frequently the Company should hold future non-binding advisory votes on executive compensation: every one, two, or three years. The Board recommends a one-year frequency, arguing that annual advisory votes provide the most timely and direct mechanism for stockholder feedback on executive compensation philosophy, policies, and practices disclosed each year. Management’s rationale emphasizes responsiveness and ongoing engagement, particularly given recent corporate restructuring, changes in governance, and evolving compensation programs that may merit regular shareholder input. A one-year frequency increases the cadence of shareholder oversight and can accelerate Board action in response to investor concerns, but it also increases the administrative burden on the Company and could amplify short-term pressure on compensation design. Two- or three-year frequencies offer more predictable multi-year horizons for pay-for-performance alignment and plan implementation, potentially reducing volatility in compensation program adjustments. For a sophisticated investor evaluating governance trade-offs, the choice implicates balancing frequent accountability against strategic stability in long-term incentive design and retention needs during post-restructuring integration. The Board’s recommendation reflects a preference for greater shareholder dialogue and rapid feedback loops; however, adoption of a longer frequency would not prevent the Board from engaging with investors or making compensation changes between votes. Because the vote is advisory, the Board retains discretion to set the ultimate cadence, but the shareholder preference is likely to influence future Board practice and communications on pay matters.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Gates Capital Management, Inc. | 27.1% | 3,193,149 | $14M |
| 2 | HoldCo Asset Management, LP | 6.7% | 787,141 | $3M |
| 3 | CANTOR FITZGERALD, L. P. | 5.2% | 606,440 | $3M |
| 4 | Allianz Asset Management GmbH | 1.4% | 168,751 | $743K |
| 5 | CANTOR FITZGERALD, L. P. | 1.4% | 160,432 | $706K |
| 6 | BANK OF AMERICA CORP /DE/ | 1.3% | 157,932 | $695K |
| 7 | BlackRock, Inc. | 1.3% | 150,064 | $660K |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 1.1% | 127,858 | $563K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.9% | 108,545 | $478K |
| 10 | BRC Group Holdings, Inc. | 0.6% | 73,657 | $324K |
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