US Executive Compensation Proxy SEC Filings — June 01, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

13 high priority 13 total filings analysed

Executive Summary

The 13 proxy filings reveal a mixed landscape for executive compensation and corporate governance, with several high-materiality events demanding investor attention. Key themes include significant insider confidence at authID, where CEO clawbacks and director financing signal both accountability and potential dilution, contrasted with severe governance and leadership turmoil at Rent the Runway following a recapitalization.

Period-over-period trends show increased cash bonuses at MIND TECHNOLOGY, while Ready Capital and Outlook Therapeutics are pursuing dilutive equity actions to navigate financial stress. The filings also highlight a lack of board leadership at Syra Health and a major corporate transformation at Mainz Biomed (now Quantum Cyber). Overall, the data points to a bifurcated market where well-governed companies with insider alignment offer opportunities, while those with governance gaps, dilution, or leadership instability present clear risks.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: DEF 14A

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from May 29, 2026.

Investment Signals (8)

  • CEO Rhoniel Daguro surrendered $150,000 in stock options due to clawbacks, while director Stephen Garchik invested $1M in a debenture and share purchases, signaling both accountability and strong insider confidence

  • Cash bonuses for both NEOs increased in fiscal 2026 vs fiscal 2025, with option grants at a higher stock price ($8.64 in Oct 2025 vs $7.47 in Jan 2025), indicating improved performance and management alignment

  • Seeking to increase share reserves by 15,000,000 shares (22% dilution) amid a challenging CRE cycle, with debt maturities in 2026, signaling financial stress

  • Proposing to increase authorized shares from 260M to 600M (131% increase) and a reverse stock split (1:10 to 1:50), indicating severe dilution and potential equity distress

  • Interim CEO Teri Bariquit appointed after Jennifer Hyman's resignation, with 6 directors resigning post-recapitalization and Audit Committee noncompliance with Nasdaq rules, signaling governance instability

  • No option exercises or restricted stock vesting occurred in 2025 for any NEO, suggesting a long-term incentive structure that may not yet be delivering value [NEUTRAL/BEARISH]

  • Company renamed to Quantum Cyber N.V. and moved executive offices to West Palm Beach, FL, with 11 proposals including share issuance authority, signaling a strategic pivot

  • Virtual annual meeting on July 22, 2026, with board recommending 'FOR' all proposals, indicating stable governance with no major controversies

Risk Flags (7)

  • Audit Committee has only 2 members (below Nasdaq's 3-member requirement), Compensation Committee dissolved, and 6 directors resigned in Oct 2025, creating significant governance gaps

  • Authorized shares proposed to increase 131% to 600M, with up to 20.5M warrants exercisable, and a reverse stock split (1:10 to 1:50) planned, signaling severe equity dilution

  • Navigating a challenging CRE cycle with elevated interest rates, reduced liquidity, and 2026 debt maturities, while seeking 15M new shares, indicating balance sheet stress

  • CEO and CTO clawbacks totaling $230,000 due to revised bonus metrics for 2024, indicating prior performance metric achievement issues

  • Board has no Chairman, and only 3 of 5 directors are independent, suggesting potential governance weaknesses

  • Company renamed and relocated, with 11 proposals including share issuance/repurchase authorities, creating uncertainty around strategic direction

  • Only 4 director nominees and auditor ratification on the agenda, with 6.2M shares outstanding, suggesting limited shareholder engagement

Opportunities (7)

  • Director Stephen Garchik's $1M debenture and share purchases signal strong insider conviction, potentially undervalued if the clawback issues are resolved

  • Increased cash bonuses and option grants at higher stock prices ($8.64 vs $7.47) suggest improving financial performance and management alignment with shareholders

  • Virtual annual meeting with straightforward proposals and no controversies, offering a low-risk governance profile for investors seeking stability

  • Proxy details compensation structure with change-of-control provisions, potentially attractive for value investors given IAC's portfolio of businesses

  • If the company successfully navigates CRE cycle and reduces leverage, the current stress could present a buying opportunity for distressed asset investors

  • Name change to Quantum Cyber N.V. and relocation to Florida may signal a new business focus, creating potential for a re-rating if the pivot is successful

  • Annual meeting on July 14, 2026, with standard proposals and auditor ratification, offering a clean governance picture for tech investors

Sector Themes (6)

  • Governance Turmoil in Small-Caps (THEME)

    Rent the Runway and Syra Health highlight governance gaps (no board chair, Audit Committee noncompliance, director resignations) that are more prevalent in smaller companies, posing risks for investors

  • Dilution as a Distress Signal (THEME)

    Outlook Therapeutics and Ready Capital are both seeking significant equity dilution (131% and 22% share increases respectively), reflecting financial stress and potential value destruction for existing shareholders

  • Insider Confidence vs. Accountability (THEME)

    authID Inc. shows both insider buying ($1M debenture) and clawbacks ($230K), illustrating a dual trend where companies are enforcing accountability while insiders signal conviction

  • Compensation Alignment with Performance (THEME)

    MIND TECHNOLOGY's increased cash bonuses and higher grant-date stock prices indicate a trend toward performance-linked pay, while authID's clawbacks show enforcement of metrics

  • Strategic Pivots and Name Changes (THEME)

    Mainz Biomed's rebranding to Quantum Cyber N.V. and relocation to Florida reflects a broader trend of companies reinventing themselves, creating both risk and opportunity

  • Virtual Meetings Becoming Standard (THEME)

    Samsara, IAC, and Ready Capital are all holding virtual annual meetings, a trend accelerated by the pandemic that may reduce shareholder engagement but lower costs

Watch List (8)

  • 👁

    Watch for appointment of third independent Audit Committee member by annual meeting to resolve Nasdaq noncompliance; monitor further board changes

  • Special meeting on July 16, 2026, to vote on share increase and reverse split; monitor stock price reaction and potential delisting risk

  • 👁

    Annual meeting on July 17, 2026, with equity plan vote; watch for updates on 2026 debt maturities and CRE portfolio performance

  • authID Inc. (WATCH)
    👁

    Monitor for further insider transactions (Garchik's $1M debenture) and any additional clawbacks or metric revisions; annual meeting date TBD

  • Annual meeting on June 29, 2026, with 11 proposals; watch for strategic details on the new cyber focus and share issuance plans

  • Samsara Inc. (WATCH)
    👁

    Virtual annual meeting on July 22, 2026; watch for any shareholder dissent on executive compensation advisory vote

  • 👁

    Monitor stock price performance relative to option grant prices ($8.64) to gauge management's incentive alignment

  • 👁

    Watch for appointment of a Board Chairman and any changes to OTCQB listing status; annual meeting date TBD

Filing Analyses (13)
authID Inc. DEF 14A mixed materiality 8/10

01-06-2026

authID Inc. (AUID) filed its definitive proxy statement (DEF 14A) on June 1, 2026, ahead of the annual meeting. The filing highlights CEO Rhoniel Daguro's compensation package, including a $400,000 base salary, a $375,000 annual target bonus, and significant stock option grants. Notably, the company revised prior bonus metrics for 2024, resulting in clawbacks: CEO Daguro repaid $150,000 by surrendering 71,977 stock options, and CTO Thomas Szoke repaid $80,000 by surrendering 42,154 options. These adjustments signal issues with past performance metric achievement. Director Stephen Garchik participated in significant recent financings, including a $1M debenture and share purchases, indicating insider confidence but also potential dilution.

  • · Company provides medical benefits on a cost-sharing basis; dental plan fully paid by employees.
  • · No option exercises or restricted stock vesting occurred in 2025 for any named executive officers.
  • · Board has six independent directors, comprising a majority including all Audit and Compensation Committee members.
  • · No other grants (beyond those listed) of plan-based awards or stock options were made to named executive officers in 2024 or 2025.
  • · Director Ken Jisser purchased a $250,000 Senior Secured Debenture with warrants for 250,000 shares at $1.50/share on April 29, 2026.
  • · Director Stephen Garchik trust also received 120,482 shares of common stock at $1.245/share in lieu of fees and interest.
  • · CEO's Retention Agreement provides 100% of base salary, unpaid prior year bonus, and 12 months COBRA reimbursement upon change-of-control or involuntary termination.
  • · CTO Szoke received initial signing bonus of $20,833.
Samsara Inc. DEF 14A neutral materiality 5/10

01-06-2026

Samsara Inc. filed a definitive proxy statement (DEF 14A) for its fiscal year 2027 annual meeting of stockholders, to be held virtually on July 22, 2026. The meeting will include the election of eight directors, ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending January 30, 2027, and a non-binding advisory vote on named executive officer compensation. The Board recommends a 'FOR' vote on all proposals.

  • · Annual meeting will be held virtually on July 22, 2026 at 10:00 a.m. Pacific Time via www.virtualshareholdermeeting.com/IOT2026.
  • · Record date for voting is June 1, 2026.
  • · Class A common stock has one vote per share; Class B common stock has ten votes per share on all matters.
  • · Proposal 1: Election of eight directors by plurality vote.
  • · Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending January 30, 2027, requiring majority affirmative vote.
  • · Proposal 3: Non-binding advisory vote on named executive officer compensation.
  • · No other business was known as of the proxy statement date.
IAC Inc. DEF 14A neutral materiality 5/10

01-06-2026

IAC Inc. filed its definitive proxy statement (DEF 14A) on June 1, 2026, for the annual meeting scheduled for July 16, 2026. The meeting will be held virtually, and stockholders will vote on the election of twelve directors, a non-binding advisory vote on 2025 executive compensation, and the ratification of Ernst & Young LLP as the independent auditor for fiscal 2026. The filing details executive compensation, including base salaries, annual bonuses, long-term incentives, and potential payments upon termination or change of control, but does not provide specific financial performance metrics for the company.

  • · The record date for the annual meeting is May 20, 2026.
  • · Stockholders can vote online, by phone, or by mail, and may also vote during the virtual meeting.
  • · The proxy statement includes a Compensation Discussion and Analysis section covering base salary, annual bonuses, long-term incentives, stock ownership policy, change of control, and severance.
  • · The filing includes a Pay Versus Performance disclosure and a Pay Ratio disclosure.
  • · The board recommends a vote FOR each director nominee, FOR the advisory say-on-pay proposal, and FOR ratification of Ernst & Young LLP.
Syra Health Corp DEF 14A neutral materiality 5/10

01-06-2026

Syra Health Corp filed a DEF 14A proxy statement for its 2026 Annual Meeting, detailing corporate governance standards, director independence, and committee compositions. The filing sets deadlines for stockholder proposals for the 2027 Annual Meeting, with Rule 14a-8 proposals due by January 25, 2027, and advance notice deadlines between March 26, 2027 and April 25, 2027. The Board has determined that three of five incumbent directors are independent, and committees are structured with independent members, though the company lacks a Chairman of the Board.

  • · The company's Class A common stock is listed on the OTCQB and was previously listed on the Nasdaq Capital Market.
  • · The Board has no Chairman at this time.
  • · Audit Committee as of Dec 31, 2025: Ketan Paranjape (chair) and Avutu S. Reddy.
  • · Compensation Committee as of Dec 31, 2025: Vijayapal R. Reddy and Avutu S. Reddy (chair).
  • · Nominating and Governance Committee as of Dec 31, 2025: Vijayapal R. Reddy (chair) and Avutu S. Reddy.
  • · Stockholder proposals under Rule 14a-8 for the 2027 Annual Meeting must be received by January 25, 2027.
  • · Advance notice for director nominations or other proposals for the 2027 Annual Meeting must be received between March 26, 2027 and April 25, 2027.
  • · Universal proxy rule notices for director nominees other than company nominees must be provided by May 24, 2027.
MIND TECHNOLOGY, INC DEF 14A neutral materiality 5/10

01-06-2026

MIND TECHNOLOGY, INC filed its DEF 14A proxy statement for the fiscal year ended January 31, 2026. The filing details executive compensation, including base salaries, cash bonuses, and stock option grants to Named Executive Officers Robert P. Capps and Mark A. Cox. Cash bonuses increased for both executives in fiscal 2026 compared to fiscal 2025, while no restricted stock awards were granted.

  • · No restricted stock awards were granted in fiscal 2026 or 2025.
  • · Fiscal 2026 option awards granted on October 6, 2025; fiscal 2025 option awards granted on September 24, 2024 and January 20, 2025.
  • · Closing stock prices on grant dates: $8.64 (Oct 2025), $7.47 (Jan 2025), $3.99 (Sep 2024).
  • · Vesting schedules: fiscal 2026 options vest in equal one-third increments over three years; fiscal 2025 options have varying vesting schedules.
  • · Employment agreements with Mr. Capps (since Sep 2017) and Mr. Cox (since Dec 2024) provide severance benefits upon termination without cause or for good reason.
  • · Mr. Capps' base salary increased from $285,000 to $295,000 in May 2025; Mr. Cox's base salary increased from $270,000 to $280,000 in May 2025.
Ready Capital Corp DEF 14A mixed materiality 7/10

01-06-2026

Ready Capital Corporation filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Stockholders to be held on July 17, 2026. The company is navigating a challenging commercial real estate cycle with elevated interest rates and reduced liquidity, focusing on balance sheet repositioning, reducing leverage, and managing legacy exposures. Key proposals include electing seven directors, ratifying Deloitte & Touche LLP as auditor, advisory approval of executive compensation, and approving an amended equity incentive plan to increase share reserves by 15,000,000 shares.

  • · The Annual Meeting will be held virtually on July 17, 2026 at 9:00 a.m. Eastern Time via live audio webcast.
  • · Record date for voting is April 21, 2026.
  • · The company is actively managing 2026 debt maturities as part of its balance sheet repositioning.
  • · The Amended and Restated 2023 Plan seeks to increase the number of shares reserved for issuance by 15,000,000 shares.
  • · The company expects the effects of the current commercial real estate cycle to continue through 2026.
BT Brands, Inc. DEF 14A neutral materiality 3/10

01-06-2026

BT Brands, Inc. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held on June 19, 2026. The Board recommends voting FOR the election of four director nominees and FOR the ratification of the appointment of the independent registered public accounting firm. The company had 6,184,724 shares of common stock outstanding as of the record date of May 29, 2026.

  • · The proxy statement was first sent to stockholders on or about June 1, 2026.
  • · The record date for the Annual Meeting is May 29, 2026.
  • · Directors are elected by a plurality of votes; abstentions and broker non-votes will not affect the outcome of Proposal 1.
  • · Brokers may not use discretionary authority to vote on the election of directors (non-routine matter).
  • · The company expects to file voting results in a Form 8-K within four business days after the Annual Meeting.
DOMO, INC. DEF 14A neutral materiality 5/10

01-06-2026

Domo, Inc. filed its definitive proxy statement (DEF 14A) on June 1, 2026, for the 2026 Annual Meeting of Stockholders to be held on July 14, 2026. The meeting will include the election of directors, ratification of Ernst & Young LLP as independent auditor for fiscal year ending January 31, 2027, and an advisory vote on named executive officer compensation. The record date for voting is May 22, 2026.

  • · Annual Meeting date: July 14, 2026 at 9:00 a.m. Mountain Time
  • · Location: 767 Auto Mall Drive, Suite 3, American Fork, UT 84003
  • · Record date for voting: May 22, 2026
  • · Proxy materials available online at http://www.proxyvote.com
  • · Notice of Internet Availability of Proxy Materials to be mailed on or about June 1, 2026
StableX Technologies, Inc. DEF 14A neutral materiality 5/10

01-06-2026

StableX Technologies (SBLX) filed a definitive proxy statement (DEF 14A) on June 1, 2026, for its upcoming annual meeting of stockholders, proposing the election of five director nominees: Joshua Silverman, Sebastian Giordano, Greg Schiffman, Zvi Joseph, and Wayne R. Walker. The Board currently consists of five members, each serving a one-year term until the 2027 annual meeting. Key biographical information for each nominee is provided, highlighting their diverse experience in finance, law, and corporate governance.

  • · Directors are elected by a plurality of the voting power of shares present at the meeting.
  • · If a nominee becomes unable or unwilling to serve, proxy holders may vote for another person designated by the Board.
  • · The Board accepted the recommendation of the Nominating and Corporate Governance Committee for the slate of five nominees.
  • · Joshua Silverman previously served as the Company’s interim principal financial officer and principal accounting officer until August 2025.
  • · Sebastian Giordano served as Interim CEO of WPCS from August 2013 to April 25, 2016, then as CEO until the 2018 Merger.
  • · Greg Schiffman served as CFO of Absci Corporation from April 2020 until his retirement in August 2023.
  • · Zvi Joseph has served as Deputy General Counsel of Amdocs Limited since October 2005.
  • · Wayne R. Walker founded Walker Nell Partners, Inc. in 1998 and has served as president since then.
  • · Shareholders and brokers can call Campaign Management toll-free at 1-844-404-1942 for assistance.
MAINZ BIOMED N.V. DEF 14A neutral materiality 6/10

01-06-2026

Quantum Cyber N.V. (formerly Mainz Biomed N.V.) filed a definitive proxy statement (DEF 14A) for its annual meeting of shareholders to be held on June 29, 2026, at 17:30 CET in Amsterdam, Netherlands. The meeting covers 11 proposals including ratification of auditor Kreston Lentink for FY2026, adoption of 2025 statutory annual accounts, discharge of directors, extension of share issuance/repurchase authorities, appointment of Peter O'Rourke as non-executive director, and amendments to the Remuneration Policy. As of the June 1, 2026 record date, the company has 22,767,254 ordinary shares and 6,000,000 preferred shares (six series of 1,000,000 each) outstanding. The company formerly operated under the name Mainz Biomed N.V. and has moved its executive offices to West Palm Beach, Florida.

  • · The company has changed its name from Mainz Biomed N.V. to Quantum Cyber N.V. and relocated executive offices to West Palm Beach, FL
  • · The record date for voting is June 1, 2026, with 22,767,254 ordinary shares and 1,000,000 shares of each of six preferred series outstanding
  • · Proxy materials will be mailed on or about June 8, 2026, under the full set delivery option
  • · Shareholders must notify the company by 18:00 ET on June 26, 2026, to attend the meeting in person
  • · The Auditor Ratification Proposal is the only routine matter on which brokers may vote without instructions
  • · The meeting will be held in Amsterdam, Netherlands at CMS offices
Outlook Therapeutics, Inc. DEF 14A mixed materiality 8/10

01-06-2026

Outlook Therapeutics, Inc. filed a definitive proxy statement (DEF 14A) for a special meeting of stockholders to be held on July 16, 2026. The meeting seeks approval for three proposals: (1) the issuance of shares underlying warrants issued in an April 2026 offering (up to 16,129,033 shares from private placement warrants and 2,258,064 from placement agent warrants) and amended warrants (up to 2,142,854 shares); (2) an increase in authorized common shares from 260,000,000 to 600,000,000; and (3) a reverse stock split at a ratio between 1-for-10 and 1-for-50, to be determined by the Board. The Board recommends voting 'For' all proposals. The record date is May 18, 2026, with 120,863,252 shares outstanding and entitled to vote.

  • · The special meeting will be held on July 16, 2026 at 9:00 a.m. Central Time at Cooley LLP offices in Chicago.
  • · The record date for the meeting is May 18, 2026.
  • · The reverse stock split ratio range is 1-for-10 to 1-for-50, with the exact ratio to be determined by the Board.
  • · The company is seeking Nasdaq approval under Listing Rule 5635(d) for the warrant-related share issuances.
  • · No dissenter's rights are available for any of the proposals.
  • · The proxy materials are first being made available on or about June 1, 2026.
Lightstone Value Plus REIT V, Inc. DEF 14A neutral materiality 3/10

01-06-2026

Lightstone Value Plus REIT V, Inc. filed a definitive proxy statement (DEF 14A) for its 2025 annual meeting of stockholders to be held on August 13, 2026. The sole proposal is the election of eight directors for one-year terms. The board recommends a vote FOR all nominees. As of the record date May 15, 2026, there are 16,146,920 shares outstanding. The proxy materials are available online and voting is encouraged via internet, telephone, or mail.

  • · Annual meeting will be held at 299 Park Avenue, 34th Floor, New York, NY 10171 on August 13, 2026 at 9:30 a.m. Eastern Time.
  • · Record date for voting is May 15, 2026.
  • · Quorum requires one-third of all votes entitled to be cast.
  • · Majority of votes present required for director election; withheld votes and broker non-votes count against.
  • · Stockholder proposals for next annual meeting due by February 1, 2027.
Rent the Runway, Inc. DEF 14A mixed materiality 8/10

01-06-2026

Rent the Runway filed a DEF 14A proxy statement detailing significant board and leadership changes following the August 2025 recapitalization. Six directors resigned in October 2025, and four new directors were appointed, including Teri Bariquit as interim CEO and President after Jennifer Hyman's resignation in May 2026. The board currently has only two Audit Committee members, resulting in Nasdaq noncompliance, and the company plans to appoint a third independent director by the annual meeting.

  • · The board currently has six directors, with the Investor Group still seeking a third Investor Director.
  • · The Audit Committee has only two members (Rosensweig and Giangiacomo), below Nasdaq's three-member requirement; the company is relying on a cure period and expects to appoint a third independent director by the annual meeting.
  • · The Compensation Committee was dissolved effective October 28, 2025, with its duties absorbed by the full Board.
  • · All directors then serving except Beth Kaplan attended the 2025 Annual Meeting of Stockholders.
  • · Gwyneth Paltrow voluntarily resigned from the Board on August 19, 2025, one day before the other resignations.

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