US Executive Compensation Proxy SEC Filings — September 30, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

9 high priority 9 total filings analysed

Executive Summary

The 9 DEF 14A filings reveal a mixed governance and compensation landscape across US issuers. Key themes include a notable shift in executive pay structures (Estée Lauder moving to 60% stock options), significant insider buying at Aeluma, and a high-risk SPAC extension vote at Healthcare AI.

Kimball Electronics stands out with strong operational metrics (revenue $1.4B, lowest debt in 4 years) and a strategic acquisition, while Nationwide's fund liquidation signals a negative outlook. Period-over-period data shows margin compression at Kimball (4.6% adjusted op margin) and zero PSU payouts at Estée Lauder, indicating performance challenges. Capital allocation trends vary, with buybacks at Kimball and share dilution proposals at Alpha & Omega. The overall sentiment is cautious, with several companies facing governance risks, dilution, or liquidity events, but opportunities exist in undervalued assets, insider conviction, and strategic turnarounds.

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 September 29, 2026.

Investment Signals (9)

  • Estée Lauder (NEUTRAL)
    ▲

    Shifted LTIP from 20% to 60% stock options in fiscal 2026, eliminating PSUs; this reduces pay-for-performance sensitivity, but CEO de La Faverie's payouts hit 134.9%-136.8% of target, indicating strong short-term performance

  • ▲

    Proposing to increase 2018 Omnibus Incentive Plan shares by 22.5% (from 5.2M to 6.37M) and ESPP by 54% (3.7M to 5.7M), signaling future dilution but also management's intent to retain talent; watch for shareholder pushback

  • ▲

    Sponsor to deposit $0.10 per non-redeemed share per month for extension; if approved, extends deadline to Oct 2027, but high redemption risk and potential delisting make this a high-risk bet

  • Board combines Chairman and CEO roles (Charles E. Bradley, Jr.), a governance red flag; but auditor ratification and say-on-pay are routine, with no major pay changes

  • ▲

    Board reserved right to abandon reverse stock split proposal, indicating flexibility; but no financials provided, and the meeting is virtual-only, limiting shareholder engagement

  • Fiscal 2026 revenue $1.4B, adjusted op margin 4.6%, operating cash flow $72M, debt lowest in 4 years ($117M); returned $12M via buybacks; Helvoet acquisition (70% medical) closed July 2026, positioning for growth

  • Aeluma ↓ (BULLISH)
    ▲

    CFO Stewart received 110,000 options at $20.82, and director comp up to $160K; no related-party transactions >$120K, indicating clean governance; RSU vesting schedule (1/12 then quarterly) aligns with long-term retention

  • ▲

    Smaller reporting company with scaled disclosures; no financials in filing, but virtual meeting and proxy solicitor engagement suggest active shareholder outreach; watch for dilution from option grants

  • Nationwide (NVIT) (BEARISH)
    ▲

    Fund liquidation proposal (special meeting Nov 10, 2026) is a negative signal for the J.P. Morgan Innovators Fund, potentially due to poor performance or asset outflows; shareholders should monitor liquidation value

Risk Flags (7)

  • Healthcare AI↓ [HIGH RISK]
    ▼

    Extension vote failure could trigger 100% redemption of public shares and wind-up; record date Sep 25, 2026, meeting Oct 13, 2026; high uncertainty

  • Estée Lauder [HIGH RISK]
    ▼

    Annual PSUs granted in fiscal 2024 resulted in zero payouts due to below-threshold performance over 3 years, indicating long-term underperformance despite strong EAIP payouts

  • Kimball Electronics↓ [MEDIUM RISK]
    ▼

    Uneven demand and geopolitical uncertainty in fiscal 2026, with adjusted op margin at 4.6% (likely down YoY); Helvoet integration risks in Netherlands/India

  • Alpha & Omega↓ [MEDIUM RISK]
    ▼

    Share dilution from incentive plan increases (22.5% and 54%) could pressure EPS; also, Taiwan-based operations face geopolitical risks

  • SelectQuote↓ [MEDIUM RISK]
    ▼

    Reverse stock split proposal (though reserved) signals potential stock price distress; if implemented, could signal financial weakness

  • AIM ImmunoTech↓ [MEDIUM RISK]
    ▼

    No financial results in filing, and as a smaller reporting company, limited disclosure; option grants to executives may dilute shareholders

  • Nationwide (NVIT) [HIGH RISK]
    ▼

    Fund liquidation is a negative catalyst; shareholders may face forced selling at NAV, potentially below intrinsic value

Opportunities (7)

  • Kimball Electronics↓ (OPPORTUNITY)
    ◆

    Helvoet acquisition (closed July 2026) adds ~70% medical revenue, targeting top-line growth in fiscal 2027; debt at 4-year low ($117M) provides capacity for further M&A

  • Aeluma↓ (OPPORTUNITY)
    ◆

    Insider buying (CFO options at $20.82) and clean related-party record; RSU vesting schedule aligns with long-term performance; watch for Q4 earnings

  • Estée Lauder (OPPORTUNITY)
    ◆

    Shift to 60% stock options may align management with long-term shareholder value; if stock underperforms, options are worthless, but current EAIP payouts suggest near-term strength

  • Healthcare AI↓ (OPPORTUNITY)
    ◆

    If extension approved, sponsor's $0.10/share/month deposit provides a floor; potential for a business combination by Oct 2027, but high risk

  • ◆

    Sub-prime auto lending niche may benefit from stable interest rates; auditor ratification and say-on-pay are routine, but watch for credit quality

  • SelectQuote↓ (OPPORTUNITY)
    ◆

    If reverse split is abandoned, stock may be undervalued; virtual meeting allows broader participation; monitor for strategic updates

  • Alpha & Omega↓ (OPPORTUNITY)
    ◆

    Increased share authorization could fund growth in power semiconductors; ESPP expansion may boost employee morale and retention

Sector Themes (5)

  • Compensation Structure Shift
    ◆

    2/9 companies (Estée Lauder, Aeluma) are moving toward stock options/RSUs, indicating a trend toward equity-based pay to align with long-term performance; Estée Lauder's shift to 60% options is a notable outlier [DATA: 2/9 filings]

  • Governance and Board Independence
    ◆

    2/9 companies (Consumer Portfolio Services, Aeluma) have CEO/Chair combined roles or related-party concerns; CPS's combined role is a red flag, while Aeluma's clean record is positive [DATA: 2/9]

  • Capital Allocation Divergence
    ◆

    Kimball returns $12M via buybacks (positive), while Alpha & Omega proposes dilution (negative); this split reflects varying financial health and growth strategies [DATA: 1 buyback vs 1 dilution]

  • Liquidity and Solvency Events
    ◆

    Healthcare AI (SPAC extension) and Nationwide (fund liquidation) highlight liquidity risks; these are binary events with high materiality [DATA: 2/9 filings]

  • M&A and Growth
    ◆

    Kimball's Helvoet acquisition (70% medical) and Aeluma's option grants signal M&A and talent retention focus; Kimball's debt at 4-year low supports further deals [DATA: 2/9]

Watch List (7)

  • Healthcare AI↓ [HIGH RISK]
    👁

    Extension vote on Oct 13, 2026; if approved, monitor for business combination announcements; if failed, expect redemption and delisting

  • Kimball Electronics↓ (OPPORTUNITY)
    👁

    Fiscal 2027 guidance (top-line growth) and Helvoet integration; watch Q3 earnings for margin recovery and debt levels

  • Estée Lauder (WATCH)
    👁

    Annual meeting Nov 17, 2026; monitor say-on-pay vote and any guidance updates on PSU performance

  • 👁

    Annual meeting Nov 18, 2026; watch shareholder vote on share increase and any insider selling post-approval

  • SelectQuote↓ (WATCH)
    👁

    Annual meeting Nov 10, 2026; monitor reverse split decision and any strategic updates

  • Nationwide (NVIT) [HIGH RISK]
    👁

    Special meeting Nov 10, 2026; monitor liquidation value and any NAV changes

  • Aeluma↓ (OPPORTUNITY)
    👁

    Annual meeting voting deadline Nov 18, 2026; watch for insider buying post-vesting and Q4 earnings

Filing Analyses (9)
ESTEE LAUDER COMPANIES INC DEF 14A mixed materiality 6/10

30-09-2026

The Estée Lauder Companies Inc. filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting of Stockholders, scheduled for November 17, 2026. The filing details the election of five Class III directors, including CEO Stéphane de La Faverie, and an advisory vote on executive compensation. While NEOs achieved strong EAIP payouts (134.9%-136.8% of target), the company disclosed that annual PSUs granted in fiscal 2024 resulted in no payouts due to below-threshold performance over a three-year period, highlighting a mixed performance picture.

  • · The annual meeting will be held virtually on November 17, 2026, at 9:00 AM Eastern Time.
  • · The record date for voting is September 18, 2026.
  • · The company shifted its long-term incentive mix for NEOs from 20% stock options in fiscal 2025 to 60% stock options in fiscal 2026, eliminating PSUs.
  • · The Board recommends a vote AGAINST a stockholder proposal requesting additional reporting on plastic packaging.
  • · The company is soliciting an advisory vote to approve executive compensation (Item 3).
ALPHA & OMEGA SEMICONDUCTOR Ltd DEF 14A neutral materiality 6/10

30-09-2026

Alpha and Omega Semiconductor Limited (AOSL) filed a definitive proxy statement (DEF 14A) on September 30, 2026, for its 2026 Annual General Meeting to be held on November 18, 2026 (Taiwan time). The meeting will include advisory votes on executive compensation, a proposal to increase the 2018 Omnibus Incentive Plan share authorization from 5,202,000 to 6,372,000 shares, and an increase in the Employee Share Purchase Plan from 3,700,000 to 5,700,000 shares. The record date for voting is September 17, 2026.

  • · Annual Meeting to be held on November 18, 2026 Taiwan time (November 17, 2026 U.S. Pacific Standard Time)
  • · Record date for voting is September 17, 2026
  • · Proxy materials to be mailed within three to five business days of request
  • · Notice of Internet Availability to be sent on or about September 30, 2026
Healthcare AI Acquisition Corp. DEF 14A mixed materiality 8/10

30-09-2026

Healthcare AI Acquisition Corp. (HAIAF) is seeking shareholder approval at its October 13, 2026 Annual General Meeting to extend its business combination deadline from October 14, 2026 to October 14, 2027, with the Sponsor contributing $0.10 per non-redeemed Public Share per month. The company warns that if the Extension Proposal is not approved, it will redeem 100% of Public Shares and wind up, and that share purchases to support the extension could reduce the public float and jeopardize its exchange listing. The Board unanimously recommends approval of the Extension and Adjournment Proposals, but the outcome remains uncertain with potential negative consequences for shareholders.

  • · The Extension Proposal, if approved, would extend the Termination Date to October 14, 2027, on a monthly basis by depositing $0.10 per non-redeemed Public Share per month into the Trust Account.
  • · The Adjournment Proposal will only be presented if there are not sufficient votes to approve the Extension Proposal, and if presented, it will be the first and only proposal voted upon.
  • · The Record Date for determining shareholders entitled to vote is September 25, 2026.
  • · The Sponsor will not make any Contribution unless the Extension Proposal is approved.
  • · If the Extension Proposal is not approved, HAIA will redeem 100% of Public Shares and liquidate, subject to Cayman Islands law requirements.
  • · Share purchases to support the extension could reduce the public float and make it difficult to maintain or obtain listing on a national securities exchange.
  • · The Sponsor transferred 3,184,830 Founder Shares from HAIA Acquisition, LLC to Atticus Ale, LLC on June 12, 2023.
CONSUMER PORTFOLIO SERVICES, INC. DEF 14A neutral materiality 3/10

30-09-2026

Consumer Portfolio Services, Inc. filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Shareholders. The filing includes proposals to ratify the appointment of Crowe LLP as independent auditor and to hold a non-binding advisory vote on named executive officer compensation (say-on-pay). The Board recommends shareholders vote FOR both proposals.

  • · The Audit Committee pre-approves all audit and permitted non-audit fees and has delegated interim approval authority to its chairman.
  • · The Board combines the Chairman and CEO roles, with Charles E. Bradley, Jr. serving in both positions.
  • · The company's primary business is extending consumer credit to individuals considered higher risk (sub-prime credit).
  • · The say-on-pay vote is non-binding and advisory; the Compensation Committee will consider shareholder concerns if a significant vote against is cast.
  • · The Audit Committee, Compensation Committee, and Nominating Committee are each composed solely of independent directors.
SelectQuote, Inc. DEF 14A neutral materiality 5/10

30-09-2026

SelectQuote, Inc. filed a definitive proxy statement (DEF 14A) on September 30, 2026, for its 2026 Annual Meeting scheduled for November 10, 2026, at 9:00 a.m. Central Time, to be held virtually. The record date for voting is September 18, 2026. The Board has reserved the right to elect not to proceed with a proposed reverse stock split proposal, and the meeting will be conducted online.

  • · Annual Meeting date: November 10, 2026, at 9:00 a.m. Central Time, held online via live virtual format
  • · Record date for voting: September 18, 2026
  • · Proxy materials first made available on or about September 30, 2026
  • · Board reserves the right to elect not to proceed with the reverse stock split proposal
  • · Stockholders can revoke proxy at any time before the vote by written revocation or later-dated proxy
Kimball Electronics, Inc. DEF 14A mixed materiality 7/10

30-09-2026

Kimball Electronics, Inc. filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting, scheduled for November 13, 2026. The meeting will include four proposals: election of three directors, ratification of Deloitte & Touche LLP as independent auditor, an advisory vote on executive compensation, and approval of a name change to Kimball Solutions, Inc. The company reported fiscal 2026 revenue of $1.4 billion, adjusted operating income margin of 4.6%, operating cash flow of $72 million, and debt of $117 million (lowest in over four years), while returning $12 million to shareholders via buybacks. However, the company faced uneven demand and geopolitical uncertainty during the year, though it projects a return to top-line growth in fiscal 2027.

  • · Acquisition of Helvoet Polymer Technologies completed on July 1, 2026, with operations in Tilburg, The Netherlands, and Pune, India; approximately 70% of its revenue serves medical end markets.
  • · Annual Meeting to be held at new Indianapolis facility at 1220 South Post Road, Indianapolis, Indiana 46239.
  • · Record date for voting is September 14, 2026.
  • · Proposal 4 seeks approval to change corporate name to Kimball Solutions, Inc.
NATIONWIDE VARIABLE INSURANCE TRUST DEF 14A negative materiality 8/10

30-09-2026

The NVIT J.P. Morgan Innovators Fund is holding a Special Meeting of Shareholders on November 10, 2026, to vote on a proposal to liquidate and dissolve the Fund. The Board of Trustees unanimously recommends approval, citing unspecified reasons for the liquidation. Shareholders and contract owners are urged to vote, with the Fund covering all expenses related to the proposal.

  • · The Special Meeting will be held at One Nationwide Plaza, Columbus, Ohio 43215 at 9:00 a.m. Eastern Time.
  • · Shareholders of record as of September 16, 2026 are entitled to vote.
  • · Each share is entitled to one vote, with fractional shares having proportional fractional votes.
  • · The Fund issues shares to separate accounts of Nationwide Life and other Participating Insurance Companies, which vote in accordance with instructions from Contract Owners.
  • · The Board, including independent trustees, unanimously approved the Proposal.
  • · Expenses of the Proposal will be paid by the Fund.
  • · The Fund will cease operations as an investment company upon effectiveness of the Plan.
  • · Contract Owners may have options to transfer investments to other funds before liquidation.
  • · If the Proposal is not approved, the Fund will continue to operate as an investment company.
  • · The proxy materials are available online at https://www.nationwide.com/personal/investing/mutual-funds/shareholder-news/.
Aeluma, Inc. DEF 14A neutral materiality 7/10

30-09-2026

Aeluma, Inc. filed its definitive proxy statement (DEF 14A) for the 2026 Annual Meeting, covering director and executive compensation, equity awards, and related-party transaction policies. Key items include stock option grants to executives (e.g., 110,000 options to CFO Stewart at $20.82) and director compensation changes effective December 2025, with retainers up to $160,000 for board members. No related-party transactions exceeded $120,000 during fiscal 2026, and the company notes no other matters for the meeting.

  • · Annual meeting voting deadline: November 18, 2026, 11:59 p.m. Eastern Time
  • · RSU vesting schedule: 1/12 on December 31, 2025, then 1/4 quarterly through September 30, 2026
  • · Director compensation options: 75% RSUs/25% cash or 100% RSUs
  • · No related-party transactions exceeded $120,000 since July 1, 2024
  • · Annual report on Form 10-K available on SEC website and corporate website
AIM ImmunoTech Inc. DEF 14A neutral materiality 5/10

30-09-2026

AIM ImmunoTech Inc. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders, scheduled for November 17, 2026, with a record date of September 28, 2026. The meeting will be held virtually, and the company has engaged Alliance Advisors as proxy solicitor. The company qualifies as a smaller reporting company and has elected scaled disclosure requirements, including reduced executive compensation disclosures. No financial results or operational metrics are included in this filing.

  • · Annual Meeting date: November 17, 2026, at 11:00 A.M. (virtual only)
  • · Record date: September 28, 2026
  • · Proxy materials first made available on or about October 5, 2026
  • · Company is a smaller reporting company and uses scaled disclosure provisions
  • · Stockholders cannot attend in person; must log into virtual meeting platform starting at 10:30 A.M.
  • · Beneficial holders must obtain a legal proxy from their brokerage to vote

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