US Executive Compensation Proxy SEC Filings — October 08, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

9 high priority 9 total filings analysed

Executive Summary

This digest covers nine DEF 14A and DEFM14A filings dated around October 8, 2026, under a stream focused on executive compensation, governance, and shareholder proposals. The filings are dominated by annual meeting notices with proxy proposals (director elections, auditor ratification, say-on-pay, and equity plan changes), so most period-over-period financial comparisons are unavailable in the supplied excerpts.

The clearest quantitative compensation trend comes from Leatt Corp, where CEO compensation actually paid rose from $231,762 in 2024 to $623,512 in 2025 (+169%), and average non-PEO NEO pay rose from $433,799 to $746,443 (+72%). AngioDynamics reported FY2026 GAAP revenue growth of 9.5%, with Med Tech up 18.4% and Med Device up only 2.6%, while its equity plan amendment seeks more shares. The most material development is the proposed merger of Cherry Hill Mortgage into TPG Mortgage Investment Trust, though the excerpt lacks deal terms. Governance themes include widespread use of equity plan share increases (Leatt, AngioDynamics, Palomino), reverse-split and blocker-driven ownership opacity (Jaguar Health), and interested-trustee structures (Robinhood Ventures Fund I). Several filings (Siebert, BGC) provided little legible content beyond headers and XBRL tags, which limits assessment.

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

Filing types in this digest: DEF 14A · DEFM14A

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from September 30, 2026.

Investment Signals (8)

  • ▲

    CEO compensation actually paid rose from $231,762 (2024) to $623,512 (2025), +169% YoY, while average non-PEO NEO CAP rose 72% to $746,443; pay rising alongside a new 2026 Equity Incentive Plan proposal warrants monitoring for alignment with shareholder returns

  • FY2026 GAAP revenue grew 9.5% with Med Tech up 18.4% vs Med Device up 2.6%, showing strong growth concentration in one platform; the shareholder vote on increasing 2020 Equity Incentive Plan share reserves is a dilution item to track

  • Cherry Hill Mortgage (CHMI) (NEUTRAL)
    ▲

    Pending merger into TPG Mortgage Investment Trust (MITT) subject to separate stockholder votes; the excerpt omits consideration and exchange ratio, so the economics cannot be assessed

  • ▲

    Director and officer option exercise prices range $137.57 to $196.62 and warrant prices include $35.00 to $190.05, with holdings not adjusted for the September 2026 reverse split; per-share value comparisons are unreliable without split-adjusted data

  • Proposal to raise the 2025 Equity Incentive Plan reserve to the greater of 10 million shares or 15% of outstanding common stock is a potentially large dilution lever for a small-cap issuer

  • Shiv Verma is an interested trustee tied to Robinhood Markets and the Adviser, while Meredith Whitney is independent; 27,247,215 shares outstanding as of the September 21 record date provides a governance baseline

  • ▲

    Stockholder proposal deadline set at June 3, 2027 and three director nominees (including Todd Rokita) up for election; no compensation figures in the excerpt limit assessment

  • BGC Group ↓ (NEUTRAL)
    ▲

    Fiscal 2025 pay-versus-performance tables (2021 to 2024 comparison years) cover Howard Lutnick and other NEOs, but figures were not legible in the excerpt, so pay-for-performance alignment cannot be verified

Risk Flags (8)

  • ▼

    CAP for CEO Sean Macdonald up 169% YoY and non-PEO NEO average up 72% in 2025, combined with a new equity plan requiring a shareholder vote, creates a say-on-pay risk if payouts are not tied to performance

  • Several 5% holders (Streeterville Capital, Uptown Capital, both controlled by John M. Fife) hold blockers at 4.99% or 9.99%, so reported ownership understates as-converted exposure and creates overhang risk

  • ▼

    The September 2026 reverse split is not reflected in holdings or per-share figures, creating inconsistent data for investors comparing filings

  • Merger requires separate votes at both companies and the excerpt includes no deal consideration, so approval and valuation risk cannot be evaluated; CHMI became internally managed in November 2024 after terminating its prior manager, adding integration complexity

  • Med Device grew only 2.6% with softness in Ports and other Oncology products, meaning total 9.5% growth depends heavily on Med Tech's 18.4% expansion

  • The share reserve increase to the greater of 10 million shares or 15% of outstanding stock could materially dilute existing holders

  • Interested trustee structure (Shiv Verma) means one of two board nominees has direct ties to the adviser, a potential conflict on fee and performance oversight

  • Excerpt contains only the closing notice, so no compensation, proposal, or financial data is verifiable; investors should review the full filing

Opportunities (6)

  • Pending MITT merger with separate stockholder votes creates event-driven potential; spread analysis requires the deal consideration, which is not in the excerpt

  • 18.4% Med Tech growth versus 9.5% total growth suggests the platform is a clear driver; the November 17, 2026 annual meeting and say-on-pay vote are near-term checkpoints

  • ◆

    Non-binding say-on-pay and say-on-frequency votes on November 20, 2026 are a governance catalyst; a rejection would signal shareholder pushback on the 169% CEO pay increase

  • Election of Meredith Whitney (independent) and Shiv Verma for terms to 2029 at the November 20, 2026 virtual meeting; quorum is one-third of shares outstanding, which is a low threshold

  • Post-reverse-split and blocker-adjusted ownership disclosures may clarify true dilution once the next 10-Q or 8-K updates the figures

  • Unanimous board recommendation on all three proposals, including auditor ratification and equity reserve increase, suggests low contention for a routine annual meeting

Sector Themes (4)

  • Equity Plan Share Increases (BEARISH)
    ◆

    Three of nine filings (Leatt Corp, AngioDynamics, Palomino Laboratories) seek shareholder approval for new or amended equity plans or share reserve increases in the same proxy cycle, pointing to common dilution pressure among small and mid-cap issuers

  • Say-on-Pay Scrutiny Rising (NEUTRAL)
    ◆

    Leatt Corp's CEO pay increase of 169% and AngioDynamics' 7-of-8 independent board suggest that pay-for-performance alignment will be a focus; sample of two quantified pay disclosures is too small for a firm trend but indicates where votes may concentrate

  • Complex Ownership Structures (NEUTRAL)
    ◆

    Jaguar Health's blockers and warrant overhang, and Robinhood Ventures' interested trustee, show that governance transparency depends on how holders and affiliates are disclosed; investors should adjust for capped percentages

  • Consolidation in Specialty Finance (NEUTRAL)
    ◆

    The Cherry Hill/TPG Mortgage merger and CHMI's shift to internal management in 2024 reflect restructuring among externally managed mortgage REITs

Watch List (7)

  • AngioDynamics Annual Meeting
    👁

    Virtual meeting November 17, 2026 at 12:00 p.m. ET covering say-on-pay and equity plan amendment; monitor vote results on share reserve increase

  • Virtual meeting November 20, 2026 at 11:00 a.m. ET with new 2026 Equity Incentive Plan and say-on-pay votes; internet voting closes November 19, 2026 at 11:59 p.m. ET

  • Separate special stockholder meetings required; obtain full deal terms and meeting dates from the complete proxy/prospectus

  • Virtual meeting November 20, 2026; voting instructions due 11:59 p.m. ET November 19 and Q&A closes November 19 at 5:00 p.m. Pacific

  • Jaguar Health Ownership Changes
    👁

    Watch for split-adjusted holdings and any conversion or exercise activity by Streeterville Capital or Uptown Capital given blocker-capped positions

  • NanoViricides Annual Meeting
    👁

    Scheduled November 21, 2026 at 10:00 a.m. EST in Stamford, CT, with director elections; stockholder proposal deadline June 3, 2027

  • Palomino Laboratories Annual Meeting
    👁

    Vote on director re-election, KNAV CPA ratification, and equity reserve increase; check final results for dilution impact

Filing Analyses (9)
Jaguar Health, Inc. DEF 14A neutral materiality 4/10

08-10-2026

Jaguar Health's DEF 14A proxy statement, dated October 8, 2026, sets out beneficial ownership as of September 15, 2026 for 5% holders, named executive officers and directors. Streeterville Capital LLC and Uptown Capital, LLC (both controlled by John M. Fife) hold the largest Series Q Preferred positions, while Joshua Mailman is reported at 9.99% of Common Stock. The filing references a September 2026 reverse stock split (RSS), and holdings of individual directors and officers are each below 1% of Common Stock.

  • · Several 5% holders are capped by 4.99% or 9.99% beneficial ownership blockers on warrants, so reported percentages may understate potential ownership on an as-converted basis.
  • · Weighted average exercise prices of director and officer options range from $137.57 to $196.62, and warrant exercise prices include $35.00, $94.50, $189.35 and $190.05.
  • · The filing states that holdings were not retroactively adjusted for the September 2026 RSS, so per-share figures are on a pre-split basis except where noted.
  • · Filing notes the annual report was filed April 7, 2026 and the Q2 2026 10-Q was filed August 19, 2026.
Robinhood Ventures Fund I DEF 14A neutral materiality 3/10

08-10-2026

Robinhood Ventures Fund I (RVI) filed a definitive DEF 14A proxy statement for its 2026 virtual annual shareholder meeting, to be held November 20, 2026, asking shareholders to elect two Trustees, Meredith Whitney (Independent) and Shiv Verma (Interested, tied to Robinhood and the Adviser), to three-year terms expiring at the 2029 annual meeting. The filing reports 27,247,215 Shares outstanding as of the September 21, 2026 record date and a one-third quorum requirement. No financial performance results are disclosed in this document, so no period-over-period comparison is available.

  • · Shiv Verma is an interested nominee due to his executive roles with Robinhood Markets, Inc. and the Adviser, Robinhood Ventures DE, LLC.
  • · Meredith Whitney is non-interested under the Investment Company Act of 1940, and is described as having macro and strategy-driven investment research experience.
  • · Voting instructions must be received by 11:59 PM Eastern Time on November 19, 2026; Q&A submissions close November 19, 2026 at 5:00 p.m. Pacific time.
  • · The Fund's annual report covers the fiscal year ended March 31, 2026, and a semi-annual report for the six months ending September 30, 2026 will be available when issued.
  • · The Board unanimously recommends voting FOR the election of the nominees.
Cherry Hill Mortgage Investment Corp DEFM14A neutral materiality 8/10

08-10-2026

TPG Mortgage Investment Trust (MITT) and Cherry Hill Mortgage Investment Corporation (CHMI) have entered into a merger agreement under which CHMI will be merged into MIT Merger Sub II, LLC, a wholly owned subsidiary of MITT, subject to approval at separate special meetings of each company's stockholders. The filing is a joint proxy statement/prospectus that solicits stockholder votes, details proxy solicitation arrangements (D.F. King for MITT at approximately $20,000; Georgeson for CHMI at approximately $55,000 plus disbursements), and provides background on both companies' business profiles. The excerpt does not include the deal consideration, exchange ratio, or financial performance comparisons, so the transaction's economic terms and any period-over-period metrics cannot be assessed from this content.

  • · MIT Merger Sub II, LLC was formed on August 6, 2026, solely to effect the Company Merger and has conducted no activities beyond formation and transaction-related work.
  • · MITT changed its name from AG Mortgage Investment Trust, Inc. to TPG Mortgage Investment Trust, Inc. effective December 16, 2025, and is externally managed by an affiliate of TPG.
  • · CHMI became internally managed effective November 14, 2024, after terminating its management agreement with its former manager and hiring its senior management team directly.
  • · CHMI commenced operations on October 9, 2013, following its initial public offering, and has elected REIT taxation beginning with its taxable year ended December 31, 2013.
  • · MITT's Arc Home mortgage origination business provides exposure to mortgage banking and loan servicing rights alongside its investment portfolio.
BGC Group, Inc. DEF 14A neutral materiality 4/10

08-10-2026

BGC Group, Inc. filed a DEF 14A proxy statement on October 8, 2026, ahead of a meeting period dated November 17, 2026. The excerpt provided is largely XBRL tagging and header metadata covering fiscal year 2025 executive compensation (Summary Compensation Table and pay-versus-performance disclosures) for named executives including Howard Lutnick, Sean Windeatt, JP Aubin, and John Abularrage. No narrative figures on compensation totals, company performance, or proposals were legible in the excerpt.

  • · Filing covers executive compensation disclosures for fiscal year 2025, with comparison years 2021 through 2024 in the pay-versus-performance tables
  • · Conformed period of report is November 17, 2026, indicating the associated shareholder meeting timing
  • · Company business address is 499 Park Avenue, New York, NY; SEC file number 001-35591
Leatt Corp DEF 14A neutral materiality 4/10

08-10-2026

Leatt Corporation has filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders, to be held virtually on November 20, 2026 at 11:00 a.m. ET, with a record date of September 24, 2026. Stockholders will vote on electing three directors, ratifying M&K CPAS, PLLC as auditor for fiscal 2026, approving a 2026 Equity Incentive Plan, a non-binding say-on-pay vote, and a say-on-frequency vote. The filing's pay-versus-performance disclosure shows CEO Sean Macdonald's compensation actually paid rising from $231,762 in 2024 to $623,512 in 2025, while average non-PEO NEO compensation actually paid rose from $433,799 to $746,443.

  • · Proposal 3 seeks stockholder approval of a new 2026 Equity Incentive Plan, which would be a material change to the company's equity compensation framework.
  • · Proposal 5 asks stockholders to set the frequency of future non-binding say-on-pay votes.
  • · Internet voting closes at 11:59 p.m. ET on November 19, 2026, and the company is holding a virtual-only meeting.
  • · The 2025 Annual Report on Form 10-K accompanies the notice but is not part of the proxy statement.
SIEBERT FINANCIAL CORP DEF 14A neutral materiality 2/10

08-10-2026

Siebert Financial Corp. (SIEB) filed its DEF 14A proxy statement dated October 8, 2026, which includes notice that the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 is available free of charge upon written request to Secretary Andrew H. Reich. The excerpt provided is limited to the closing notice and voting instructions, so no financial results, shareholder proposals, or compensation figures can be verified from this text.

  • · Annual Report referenced covers fiscal year ended December 31, 2025
  • · Shareholder inquiries directed to 653 Collins Avenue, Miami Beach, FL 33139, phone (310) 385-1861
  • · XBRL tagging indicates compensation disclosures for PEO John J. Gebbia and non-PEO NEOs covering 2023-2025
ANGIODYNAMICS INC DEF 14A mixed materiality 6/10

08-10-2026

AngioDynamics, Inc. filed its definitive proxy statement for the 2026 Annual Meeting of Shareholders to be held virtually on November 17, 2026. The meeting will include the election of two Class II directors, ratification of the independent auditor, an advisory say-on-pay vote, and approval of an amendment to the 2020 Equity Incentive Plan to increase shares available for issuance. For fiscal year 2026, total GAAP revenue grew 9.5%, with the Med Tech platform growing 18.4% and the Med Device platform growing only 2.6%, partially offset by softness in Ports and other Oncology products.

  • · The annual meeting will be held virtually on November 17, 2026 at 12:00 p.m. ET.
  • · Record date for shareholders to vote is September 18, 2026.
  • · 7 of 8 directors are independent; all board committees composed exclusively of independent directors.
  • · 50% of target long-term incentive opportunity is performance-contingent and measured over three years.
  • · Stock-based awards have four-year vesting to promote retention.
  • · The company has a clawback policy and double trigger change-in-control provisions.
  • · Med Device platform growth of 2.6% was partially offset by softness in Ports and other Oncology products.
NANOVIRICIDES, INC. DEF 14A neutral materiality 3/10

08-10-2026

NanoViricides, Inc. filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders, scheduled for November 21, 2026, at 10:00 AM EST in Stamford, CT. The meeting will include the election of three director nominees (Todd E. Rokita, Makarand Jawadekar, Brian Zucker) and ratification of EisnerAmper LLP as the independent auditor for FY 2027. The filing also sets a June 3, 2027 deadline for stockholder proposals to be included in the proxy for the 2027 annual meeting.

  • · Record date for stockholders to vote is not explicitly stated in the filing excerpt, but the proxy card references a voting deadline of November 19, 2026 at 11:59 PM ET.
  • · The Annual Report on Form 10-K for the year ended June 30, 2026 is available on the SEC website.
  • · Stockholder proposals for the 2027 Annual Meeting must be received by June 3, 2027.
  • · The meeting location is Hampton Inn & Suites Stamford, 26 Mill River Street, Stamford, CT 06902.
Palomino Laboratories Inc. DEF 14A neutral materiality 5/10

08-10-2026

Palomino Laboratories Inc. filed a proxy statement on October 8, 2026 for its Annual Meeting. The company seeks shareholder approval on three proposals: re-election of all three current directors (Jeffrey Shealy, Steven DenBaars, Richard Ogawa), ratification of KNAV CPA LLP as independent auditor for FY2026, and an amendment to increase the share reserve under the 2025 Equity Incentive Plan to the greater of 10 million shares or 15% of outstanding common stock. The board unanimously recommends a 'FOR' vote on all proposals.

  • · Proxies may be solicited by directors, executive officers, and regular employees without additional compensation.
  • · The cost of soliciting proxies will be borne by the Company.
  • · Shareholders have no dissenters' rights of appraisal under Delaware General Corporation Law for any proposal.
  • · The 2025 Plan was adopted in connection with the Company's reverse merger in September 2025.
  • · The Plan Amendment revises Section 16(a)(i) to clarify that share reserve increases under Section 17(c) do not require a separate amendment.

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