06/29/2026 | Press release | Distributed by Public on 06/29/2026 08:01
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☑
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Filed by the Registrant
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☐
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Filed by a Party other than the Registrant
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☐
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☑
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to Section 240.14a-12
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No fee required
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☐
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Fee paid previously with preliminary materials
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☐
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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1.
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To elect four directors for the coming year;
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2.
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To ratify the selection of CohnReznick LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026; and
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3.
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To transact such other business as may properly come before the meeting.
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Michael I. Flum
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Chief Executive Officer and President
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1
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We are a remote-only company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act of 1933 and Securities Exchange Act of 1934, each as amended, any stockholder communication required to be sent to our principal executive offices may be directed to the agent for service of process at InCorp Services, Inc., 9107 West Russell Road Suite 100, Las Vegas, NV, 89148-1233.
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1
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We are a remote-only company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act of 1933 and Securities Exchange Act of 1934, each as amended, any stockholder communication required to be sent to our principal executive offices may be directed to the agent for service of process at InCorp Services, Inc., 9107 West Russell Road Suite 100, Las Vegas, NV, 89148-1233.
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SUMMARY COMPENSATION TABLE
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Name and Principal Position
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Year
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Salary
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Bonus(1)
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Option Awards(2)
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All Other
Compensation
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Total
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Jerome S. Flum
Executive Chairman
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2025
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$150,000
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-
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-
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-
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$150,000
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2024
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$150,000
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-
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-
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-
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$150,000
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Michael I. Flum
Chief Executive Officer and President
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2025
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$217,500
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$37,000
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$30,179
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-
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$284,679
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2024
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$211,200
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$40,000
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$22,513
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-
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$273,713
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Jennifer Gerold
Chief Financial Officer
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2025
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$225,000
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$43,800
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$2,624
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-
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$271,424
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2024
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$176,790
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$40,000
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$1,097
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-
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$217,887
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Shyarsh Desai
Chief Operating Officer(3)
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2025
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$196,875
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$41,500
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$6,312
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-
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$244,687
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2024
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-
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-
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-
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-
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-
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David Reiner
Chief Accounting Officer(4)
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2025
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$200,000
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$7,500
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$2,497
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-
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$209,997
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2024
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$172,984
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$37,000
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$772
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-
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$210,756
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(1)
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The amounts in this column reflect bonuses awarded for the fiscal year shown but paid in the subsequent fiscal year.
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(2)
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Represents the compensation expense of stock option awards for financial reporting purposes for the fiscal year under ASC 718, rather than an amount paid to or realized by the Named Executive Officer ("NEO"). For a more detailed discussion of the assumptions used in estimating fair value, see Note 8 (Common Stock and Stock Options) of the Notes to Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2025 that accompanies this proxy statement.
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(3)
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On March 19, 2025, the Board appointed Shyarsh Desai as the Company's Chief Operating Officer.
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(4)
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In connection with the elimination of his position, Mr. Reiner's employment with the Company ended on February 27, 2026.
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GRANTS OF PLAN-BASED AWARDS
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Equity Grants
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Name
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Grant Date
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All Other
Stock Awards:
Number of
Shares of Stock
or Units
(#)
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All Other
Option Awards:
Number of
Securities
Underlying
Options
(#)
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Exercise or Base
Price of Option
Awards
($/Share)
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Grant Date Fair
Value of Stock
and Option
Awards
($)
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Jerome S. Flum
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N/A
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N/A
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N/A
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N/A
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N/A
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Michael I. Flum
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3/12/2025
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N/A
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10,000
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$2.92
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$15,076
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Jennifer Gerold
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3/12/2025
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N/A
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10,000
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$2.65
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$15,619
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Shyarsh Desai
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3/12/2025
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N/A
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50,000
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$2.65
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$78,097
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David Reiner
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3/12/2025
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N/A
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10,000
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$2.65
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$15,619
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OUTSTANDING EQUITY AWARDS
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Name
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Number of Securities
Underlying
Unexercised Options
(#)
Exercisable
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Number of Securities
Underlying
Unexercised Options
(#)
Un-exercisable
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Equity Incentive Plan
Awards: Number of
Securities Underlying
Unexercised
Unearned Options
(#)
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Option
Exercise
Price
($)
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Option
Expiration
Date
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Jerome S. Flum
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-0-
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-0-
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-0-
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-0-
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N/A
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Michael I. Flum
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40,000
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10,000
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-0-
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$1.45
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10-24-29
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12,500
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12,500
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-0-
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$2.19
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10-29-29
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3,000
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27,000
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-0-
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$1.85
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01-28-32
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-0-
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5,000
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-0-
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$2.70
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01-25-33
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-0-
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50,000
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-0-
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$3.08
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05-01-33
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-0-
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5,000
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-0-
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$2.42
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03-13-32
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-0-
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10,000
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-0-
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$2.92
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03-12-33
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Jennifer Gerold
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-0-
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10,000
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-0-
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$2.20
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03-13-32
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-0-
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10,000
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-0-
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$2.65
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03-12-33
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Shyarsh Desai
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-0-
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50,000
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-0-
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$2.65
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03-12-33
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David Reiner
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5,000
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-0-
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-0-
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$2.90
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01-05-26
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1,000
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-0-
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-0-
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$3.00
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10-26-26
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800
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200
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-0-
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$1.45
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10-24-29
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250
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250
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-0-
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$2.19
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10-29-29
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200
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1,800
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-0-
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$1.85
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01-28-32
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-0-
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1,500
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-0-
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$2.70
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01-25-33
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-0-
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2,000
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-0-
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$2.20
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03-13-32
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-0-
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10,000
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-0-
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$2.65
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03-12-33
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DIRECTOR COMPENSATION
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Name
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Year
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Fees Earned or
Paid in Cash(1)
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Option
Awards(2)
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Total
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Joshua M. Flum
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2025
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$8,000
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$3,435
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$11,435
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2024
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$4,000
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$9,902
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$13,902
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Lisa Reisman
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2025
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$8,000
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$1,022
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$9,022
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2024
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$4,000
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$840
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$4,840
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Lawrence Fensterstock(3)
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2025
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$6,000
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$197
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$6,197
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2024
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-
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-
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-
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Brigitte Muehlmann(3)
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2025
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$9,000
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-
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$9,000
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2024
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$5,000
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$840
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$5,840
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(1)
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Fees earned are paid in cash. Effective July 12, 2023, non-employee directors receive $2,000 per quarter. Effective October 1, 2024, the audit committee financial expert receives $3,000 per quarter.
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(2)
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Represents the compensation expense of stock option awards for financial reporting purposes for the fiscal year under ASC 718, rather than an amount paid to or realized by the NEO. For a more detailed discussion of the assumptions used in estimating fair value, see Note 8 (Common Stock and Stock Options) of the Notes to Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2025 that accompanies this proxy statement.
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(3)
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On April 25, 2025, Brigitte Muehlmann informed CreditRiskMonitor.com that she did not intend to stand for re-election to its Board. On September 18, 2025, Lawrence Fensterstock was elected to serve as a non-employee director.
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PAY VERSUS PERFORMANCE
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Year
(a)
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Summary
Compensation
Table Total for
PEO
(b)(1)(3)
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Compensation
Actually Paid
to PEO
(c)(2)(3)
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Average
Summary
Compensation
Table Total for
Non-PEO NEOs
(d)(1)(4)
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Average
Compensation
Actually Paid to
Non-PEO NEOs
(e)(2)(4)
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Value of Initial
Fixed $100
Investment
Based On
Total Shareholder
Return
(f)
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Net Income
(g)
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2025
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$284,679
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$254,500
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$219,027
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$216,169
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$89
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$1,017,931
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2024
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$273,713
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$251,200
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$192,881
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$192,258
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$130
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$1,674,902
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2023
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$252,129
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$239,000
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$193,340
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$192,250
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$97
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$1,695,053
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(1)
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Amounts shown are the amounts reported in the "Total" column of the Summary Compensation Table ("SCT").
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(2)
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Average compensation actually paid to reflects the amounts reported in the "Salary" and "Bonus" columns of the Summary Compensation Table ("SCT").
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(3)
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Michael I. Flum was the PEO for each of the fiscal years presented.
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(4)
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For fiscal year 2025, the non-PEO named executive officers consisted of Jerome S. Flum, Jennifer Gerold, Shyarsh Desai, and David Reiner. For fiscal year 2024, the non-PEO named executive officers consisted of Jerome S. Flum, Jennifer Gerold, and David Reiner. For fiscal year 2023, the non-PEO named executive officers consisted of Jerome S. Flum and Steven Gargano.
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PEO
($)
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Average for
Non-PEO NEOs
($)
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Summary Compensation Table ("SCT") Total
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$284,679
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$219,027
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Less: Amounts Reported as Option Awards in SCT
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30,179
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2,858
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Compensation Actually Paid
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$254,500
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$216,169
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Name of Beneficial Owner
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Amount and Nature of
Beneficial Ownership
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Percent of
Class
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5% or Greater Stockholders
|
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Santa Monica Partners, L.P.
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720,904
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6.7%
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SMP Asset Management, LLC
Lawrence J. Goldstein(1)
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Caldwell Sutter Capital, Inc. Joseph F. Helmer(2)
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547,670
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5.1%
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Flum Partners(3)
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5,410,437
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50.2%
|
|
Named Executive Officers
|
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||
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Jerome S. Flum
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6,008,047(4)(5)
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55.8%
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Michael I. Flum
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|
|
6,500
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-*
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|
Non-Employee Directors
|
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|
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Joshua M. Flum
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|
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6,500
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|
|
-*
|
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All directors and executive officers (as a group (3 persons))
|
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|
6,021,047(4)(5)
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55.9%
|
|
|
|
|
|
|
|
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|
*
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Less than 1%
|
|
(1)
|
Based on the information contained in a Schedule 13G/A dated January 26, 2023. The general partner of Santa Monica Partners, L.P. is SMP Asset Management, LLC. Lawrence J. Goldstein is an individual investor, the sole managing member and the sole owner of SMP Asset Management, LLC, and may be deemed to beneficially own these shares. Includes 698,644 shares owned by Santa Monica Partners, L.P. and 22,260 shares owned by Lawrence J. Goldstein.
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(2)
|
Based on the information contained in a Schedule 13G dated December 31, 2024. Joseph F. Helmer is the President of Caldwell Sutter Capital, Inc, and may be deemed to possess investment power and beneficially own these shares. Includes 533,270 shares owned by Caldwell Sutter Capital, Inc. and 14,400 shares owned by Joseph F. Helmer.
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(3)
|
The general partners of Flum Partners are Jerome S. Flum, Executive Chairman of the Board of the Company; Michael I. Flum, Chief Executive Officer and President of the Company; and Barbara Schwartz, spouse of Jerome S. Flum. The controlling general partner is Jerome S. Flum.
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(4)
|
Includes 5,410,437 shares owned by Flum Partners, of which Jerome S. Flum is the controlling general partner, which are also deemed to be beneficially owned by Jerome S. Flum because of his power, as controlling general partner of Flum Partners, to direct the voting of such shares held by the partnership. Jerome S. Flum disclaims beneficial ownership of the shares owned by Flum Partners. The 6,008,047 shares of common stock, or 55.8% of the outstanding shares of common stock, may also be deemed to be owned, beneficially and collectively, by Flum Partners and Jerome S. Flum, as a "group", within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
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(5)
|
Includes 7,800 shares of common stock owned by a grandchild of Jerome S. Flum, the beneficial ownership of which is disclaimed by Jerome S. Flum. Also, includes 260,000 shares of common stock owned by Family Trusts established by Jerome S. Flum, the beneficial ownership of which is disclaimed by Jerome S. Flum.
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Plan category
|
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Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
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Weighted average
exercise price of
outstanding options,
warrants and rights
|
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
first column)
|
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Equity compensation plans approved by stockholders
|
|
|
795,910
|
|
|
$2.24
|
|
|
491,090
|
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Total
|
|
|
795,910
|
|
|
$2.24
|
|
|
491,090
|
|
|
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Name
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Age
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|
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Principal Occupation /
Position Held with Company
|
|
|
Officer or
Director
Since
|
|
Jerome S. Flum
|
|
|
85
|
|
|
Executive Chairman
|
|
|
1983
|
|
Joshua M. Flum
|
|
|
56
|
|
|
Director
|
|
|
2007
|
|
Lisa Reisman
|
|
|
57
|
|
|
Director
|
|
|
2023
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Lawrence Fensterstock
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76
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Director
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2025
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Name
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Age
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Principal Occupation /
Position Held with Company
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Officer or
Director
Since
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Jerome S. Flum
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85
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Executive Chairman
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1983
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Michael I. Flum
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39
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Chief Executive Officer and President
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2019
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Jennifer Gerold
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53
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Chief Financial Officer
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2024
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Shyarsh Desai
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60
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Chief Operating Officer
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2025
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•
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Appoint, evaluate, compensate, oversee the work of, and if appropriate, terminate the independent auditor, who shall report directly to the Audit Committee.
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Approve in advance all audit engagement fees and terms of engagement as well as all audit and non-audit services to be provided by the independent auditor.
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Engage independent counsel and other advisors, as it deems necessary to carry out its duties.
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2025
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2024
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Audit fees(1)
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$209,475
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$202,761
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Tax fees(2)
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18,630
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17,330
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Total fees
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$228,105
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$220,091
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(1)
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Consists of fees for services provided in connection with the audit of the Company's financial statements and review of the Company's quarterly financial statements.
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(2)
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Consists of fees for preparation of federal and state income tax returns.
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