Independent
Tenure on this board
3.8 yrs
Also a director at
Apyx Medical Corp (APYX)MDNC
6 nominees · 3 ballot items.
Elect six directors; ratify Grant Thornton LLP as independent registered public accounting firm for 2026; and approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers (say-on-pay).
Elect six named nominees to serve as directors until the next annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
An advisory (non-binding) vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding, advisory vote approving the Company’s executive compensation as disclosed in the proxy statement. Management seeks this approval to confirm stockholder support for its pay program and to demonstrate alignment between executive incentives and long-term stockholder value. The Company frames its compensation program around attracting and retaining talent, structuring a significant portion of pay at risk, and emphasizing long-term equity awards (DSUs and PSUs) tied to multi-year performance and stock-price based vesting. The proposal follows prior stockholder support (nearly 99% in favor at the 2025 say-on-pay vote) and the Board expects to consider the advisory vote outcome when setting future pay. Key plan design features include a mix of short-term incentives tied to revenue, adjusted EBITDA and gross margin, and long-term incentives that are largely equity-based with defined vesting schedules and performance criteria, as well as governance safeguards such as no re-pricing of options without stockholder approval and double-trigger change-in-control protections. The Compensation Committee and Board present this as a pay-for-performance program and argue that it is reasonable given Company results and the need to retain management. Because the vote is advisory, passage does not legally bind the Board, but a negative vote would likely trigger Board and Compensation Committee review and potential changes to compensation design. Overall, the proposal is positioned as a governance check on the Company’s pay practices and a means for stockholders to express approval or concern about executive pay alignment with performance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Nantahala Capital Management, LLC | 48.8% | 68,394,000 | $38M |
| 2 | AWM Investment Company, Inc.Activist | 4.3% | 5,976,910 | $3M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 1.4% | 2,014,603 | $1M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 0.7% | 987,410 | $551K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.3% | 430,440 | $240K |
| 6 | Crescent Grove Advisors, LLC | 0.3% | 412,024 | $230K |
| 7 | Hillsdale Investment Management Inc. | 0.3% | 362,200 | $202K |
| 8 | NANO CAP NEW MILLENNIUM GROWTH FUND L P | 0.2% | 350,000 | $195K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.2% | 257,988 | $144K |
| 10 | ACADIAN ASSET MANAGEMENT LLC | 0.1% | 180,299 | $101K |
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