US Executive Compensation Proxy SEC Filings — October 16, 2026

Executive Compensation Insights

By Gunpowder Editorial ·

11 high priority 11 total filings analysed

Executive Summary

This stream covers 11 US SEC DEF 14A and DEFM14A filings dated October 16, 2026, centered on executive pay, governance, and shareholder proposals. The filings are dominated by governance-procedural items: director elections, say-on-pay advisory votes, auditor ratifications, and reverse stock split authorizations recur across most of the set.

The most material development is Victory Capital's $7.03 billion acquisition of First Eagle, which carries purchase-price adjustment risk tied to client consents and a fallback mechanism if the share issuance proposal fails. Eagle Financial's merger with JMSB is also high-materiality, with pro forma net income of $25.7 million for the six months ended June 30, 2026 versus $13.1 million standalone for JMSB, though integration charges remain unquantified. Governance concentration is a recurring pattern: Cheetah Net and Iveda both combine the CEO and Chairman roles without a lead independent director. Several filings lack quantitative period-over-period data, so trend-based conclusions are limited, and the executive compensation disclosures that anchor this stream's focus are largely absent from the excerpts provided.

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Filing types in this digest: DEF 14A · DEFM14A

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from October 08, 2026.

Investment Signals (8)

  • $7.03 billion First Eagle acquisition with $2 billion paid in share consideration at $116.26 per share; Board unanimously recommends FOR the share issuance proposal, signaling management conviction

  • Pro forma six-month net income of $25,656 thousand versus $13,121 thousand for JMSB and $8,721 thousand for EFSI standalone, implying a combined earnings step-up on the merger

  • CEO Huan Liu holds CEO, Interim CFO, and Chairman roles and sits on the board of Elite Express Holding, with no lead independent director and no CEO/Chairman separation policy

  • Valion Bio (Tivic Health) (BEARISH)
    ▲

    Stock closed at $2.11 on September 15, 2026, near the Nasdaq $1.00 minimum-bid threshold; reverse split of 1-for-2 to 1-for-12 sought at Board discretion with no definitive plans

  • Adviser transition from RBC Rochdale to ProShares with unchanged 0.50% advisory fee and 1.00% net expense cap, and a full trustee board replacement proposed

  • Fallback to perpetual preferred stock if share issuance fails would cap the stock component at 19.9% of outstanding common, creating dilution-structure uncertainty for existing holders

  • ▲

    Only four of seven authorized board seats are filled, the CEO also serves as Chairman, and the company is preparing a Nasdaq Capital Market listing, which raises governance-readiness questions

  • Biomerica ↓ (NEUTRAL)
    ▲

    Proposed 150,000-share increase to the 2024 Incentive Plan on a base of 4,598,968 shares outstanding, with abstentions counting as votes against on four proposals

Risk Flags (8)

  • Purchase price adjustment tied to First Eagle client consents at a 92.5% Base Revenue Run-Rate threshold; failure of share issuance proposal triggers fallback limiting stock to 19.9% of common

  • Final purchase accounting and integration charges undetermined; pro forma figures exclude synergies and nonrecurring severance, systems, and exit costs, so reported earnings may fall short of pro forma

  • Board held no meetings and committees held limited meetings in fiscal 2025, with no formal director selection policy and no diversity policy disclosed

  • Valion Bio/Listing Compliance [HIGH RISK]
    ▼

    Shares at $2.11 are close to the $1.00 Nasdaq minimum bid; the Board acknowledges reverse splits often produce post-split price declines, and a split is not yet planned

  • Trailblazer Holdings (Cyabra)/Capital Structure [HIGH RISK]
    ▼

    Reverse split authority of 1-for-2 to 1-for-30 sought within one year, with pay-versus-performance tables left unpopulated in the extracted filing

  • Three of seven board seats vacant with combined CEO/Chairman role and no lead independent director, weakening independent oversight of executive pay

  • City National Rochdale Fund/Proposal Contingency [MEDIUM RISK]
    ▼

    Both proposals are interdependent, and RBC Rochdale remains adviser if either fails; the Fund's adviser transition and board replacement carry shareholder-approval uncertainty

  • Abstentions and broker non-votes count against director nominees and the charter amendment, creating turnout-driven failure risk on the charter amendment tied to NASAA REIT guidelines

Opportunities (6)

  • $7.03 billion deal adds $228.4 billion AUM to Victory's $356.5 billion base, a scale-driven expansion with unanimous Board backing and a stockholder vote as the key catalyst

  • Pro forma combined total assets of $4.29 billion and goodwill of $61 million with a $34 million core deposit intangible; EPS of $1.03 pro forma reflects accretion relative to the standalone earnings base

  • Valion Bio/Reverse Split Optionality (OPPORTUNITY)
    ◆

    Board-discretion authority of 1-for-2 to 1-for-12 keeps the Nasdaq listing path open if the stock remains near $2.11, with an explicit twelve-month execution window

  • Unchanged 0.50% advisory fee and 1.00% expense cap through the ProShares transition, with a November 10, 2026 vote as the defined catalyst

  • Adding 150,000 shares to the 2024 Incentive Plan on 4.6 million shares outstanding (approximately 3.3% dilution potential) with a December 11, 2026 meeting, signaling equity-based retention intent

  • Cyabra (Trailblazer Holdings)/Reverse Split Path (OPPORTUNITY)
    ◆

    Reverse split authority up to 1-for-30 with a November 10, 2026 virtual meeting, providing a structural path to Nasdaq compliance and institutional re-rating

Sector Themes (5)

  • Governance Concentration Among Micro-Cap Filers
    ◆

    Cheetah Net, Iveda, and Valion Bio show combined CEO/Chairman roles or absent lead independent directors, with three of five Cheetah directors independent under Nasdaq standards and three of seven Iveda seats vacant [pattern across 3 of 11 filings; implication: independent oversight of executive pay is structurally weak in small-cap issuers]

  • Reverse Split Authorizations as a Listing-Compliance Tool
    ◆

    Three filings (Valion Bio, Cyabra/Trailblazer, and implicitly the broader micro-cap cohort) seek Board-discretion reverse split authority ranging from 1-for-2 to 1-for-30, with twelve-month execution windows [2 of 11 explicitly; implication: sub-$1 or near-threshold pricing is driving capital-structure actions]

  • Standard Say-on-Pay and Auditor Ratification Cycle
    ◆

    Actinium, Accuray, Apollo Realty, Biomerica, and Trailblazer all include routine advisory say-on-pay and auditor ratification votes with abstention rules varying by proposal [5 of 11 filings; implication: low-materiality governance votes with limited dispute risk outside contested situations]

  • Asset Management and Financial Consolidation
    ◆

    Victory/First Eagle ($7.03 billion) and Eagle/JMSB (combined $4.29 billion assets) show asset-manager and regional-bank consolidation, with share-based consideration and pro forma accounting dominating disclosures [2 of 11 filings, both materiality 9/10; implication: consolidation activity is concentrated in deals with complex, contingent consideration structures]

  • Virtual-Only Shareholder Meetings
    ◆

    Accuray, Iveda, Biomerica (hybrid), Apollo Realty, and Cyabra use virtual or hybrid formats with advance registration requirements ranging from November 19 to December 18, 2026 [5 of 11 filings; implication: retail participation depends on timely registration, and turnout risk affects close-vote outcomes]

Watch List (8)

  • Watch for share issuance approval and any adjournment; fallback to perpetual preferred and First Eagle client-consent threshold (92.5%) are the key tripwires, date per proxy schedule

  • Monitor final consideration based on JMSB closing price at effectiveness and any disclosed integration charges, as pro forma EPS of $1.03 excludes these

  • City National Rochdale Fund Special Meeting
    👁

    Track the November 10, 2026 vote at 2:30 p.m. ET on the ProShares adviser agreement and four trustee nominees; failure of either proposal leaves RBC Rochdale in place

  • Cyabra (Trailblazer) Annual Meeting
    👁

    November 10, 2026 at 11:00 a.m. ET, with reverse split authority of 1-for-2 to 1-for-30 and two Class I director elections

  • Valion Bio (Tivic Health) Reverse Split Decision
    👁

    Watch for Board action within twelve months of approval on the 1-for-2 to 1-for-12 range, given the $2.11 share price relative to the $1.00 Nasdaq minimum

  • Actinium Pharmaceuticals Annual Meeting
    👁

    November 25, 2026 in Garden City, NY, with advance registration deadline of November 19, 2026 and say-on-pay vote on named executive compensation

  • Accuray Annual Meeting
    👁

    November 19, 2026 virtual meeting at 11:00 a.m. CT with say-on-pay vote, one Class II director election, and Grant Thornton ratification for fiscal 2027

  • Apollo Realty Income Solutions Annual Meeting
    👁

    December 21, 2026 virtual meeting with a Proposed Charter Amendment tied to state regulator comments; registration deadline December 18, 2026, and abstentions counted against the amendment

Filing Analyses (11)
CHEETAH NET SUPPLY CHAIN SERVICE INC. DEF 14A neutral materiality 5/10

16-10-2026

Cheetah Net Supply Chain Service Inc. (CTNT) filed its DEF 14A proxy statement on October 16, 2026, soliciting stockholder votes for the re-election of five directors to serve until the 2027 annual meeting. The filing discloses that the CEO, Huan Liu, also serves as Chairman, that three of five directors are independent under Nasdaq standards, and that the Board held no meetings and its committees held limited meetings during fiscal 2025, a governance profile that warrants investor scrutiny. Plurality voting applies, so abstentions and broker non-votes will not affect the outcome.

  • · Huan Liu serves as CEO, Interim CFO, and Chairman, concentrating executive and oversight roles; the Board has no lead independent director.
  • · The Board has no policy on separating the CEO and Chairman roles and no formal director selection policy, including no minimum requirements or diversity policy.
  • · Huan Liu also serves as Director and Chairman of Elite Express Holding Inc. (NASDAQ: ETS) since June 2024, an external board commitment.
  • · Xianggeng Huang, a non-independent nominee, previously chaired Fuzhou Yisheng Mechanical and Electrical Equipment Co., Ltd. from 2003 to 2022.
  • · Huibo Deng is designated an audit committee financial expert and chairs the Audit Committee; Xiangan Ruan chairs the Nominating and Corporate Governance Committee; Huiping (Catherine) Chen chairs the Compensation Committee.
  • · The company is a smaller reporting company and is omitting Compensation Committee Interlocks and Compensation Committee Report disclosures under Regulation S-K.
  • · Voting materials are available at www.proxyvote.com, with requests for materials due before November 2, 2026.
Victory Capital Holdings, Inc. DEFM14A mixed materiality 9/10

16-10-2026

Victory Capital Holdings (VCTR) is seeking stockholder approval for its acquisition of First Eagle Investment Management, a $228.4 billion AUM firm, for a base purchase price of $7.03 billion, of which $2 billion is paid in share consideration (4.9% new common stock plus Series B non-voting convertible preferred stock). Victory's own AUM was $356.5 billion as of August 31, 2026. The transaction carries execution risk, including a purchase price adjustment tied to First Eagle client consents (92.5% of Base Revenue Run-Rate threshold) and a fallback to perpetual preferred stock if the share issuance proposal fails, which would limit the stock component to 19.9% of outstanding common stock.

  • · Victory's Board unanimously recommends stockholders vote FOR the share issuance proposal and FOR the adjournment proposal
  • · Share consideration is valued at $116.26 per share under the merger agreement
  • · Victory Series B preferred has no voting rights (except as required by law and certain consent rights), is economically equivalent to common stock except for a $0.01 per share liquidation preference, and auto-converts to common on transfer to a non-affiliate or to Victory
  • · Stockholders are not entitled to appraisal rights
  • · Merger Sub 1 and Merger Sub 2 were formed August 21, 2026; merger agreement signed August 25, 2026
  • · Genstar manages approximately $51 billion in AUM and holds majority ownership of First Eagle Seller
Actinium Pharmaceuticals, Inc. DEF 14A neutral materiality 3/10

16-10-2026

Actinium Pharmaceuticals, Inc. (ATNM) has filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders, to be held November 25, 2026 at The Garden City Hotel, Garden City, NY. Stockholders will vote on electing Class I directors David Nicholson and Richard I. Steinhart, ratifying CBIZ CPAs P.C. as independent auditor for fiscal 2026, and a non-binding advisory vote on named executive officer compensation; the Board unanimously recommends voting FOR all three proposals. The filing contains no quantitative financial performance data for the current or prior periods.

  • · Record date for voting eligibility is October 2, 2026
  • · Advance registration required for in-person attendance; deadline November 19, 2026
  • · Each share of common stock (par value $0.001) carries one vote
  • · Director nominees would serve three-year terms expiring at the 2029 Annual Meeting
  • · Filing states no fee required and is a definitive (not preliminary) proxy statement
  • · Annual Report on Form 10-K for fiscal year ended December 31, 2025 accompanies the proxy materials
ACCURAY INC DEF 14A neutral materiality 2/10

16-10-2026

Accuracy Incorporated (ARAY) filed a definitive DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders, to be held virtually on November 19, 2026 at 11:00 a.m. CT, with a record date of October 8, 2026. Stockholders will vote on electing one Class II director, an advisory say-on-pay vote on named executive officer compensation, and ratifying Grant Thornton LLP as the independent registered public accounting firm for fiscal 2027. The filing is governance-procedural in nature and contains no financial results or performance metrics for the period.

  • · Annual Meeting is virtual-only, accessible at www.virtualshareholdermeeting.com/ARAY2026; online check-in opens 10:45 a.m. CT
  • · Director election is for one Class II director with a term ending at the 2029 Annual Meeting
  • · Company's fiscal year ended June 30, 2026; Annual Report on Form 10-K accompanies the proxy materials
  • · Grant Thornton LLP ratification covers the fiscal year ending June 30, 2027; broker non-votes are possible on this routine matter only
  • · Principal executive offices are located at 1240 Deming Way, Madison, WI 53717
  • · Company is a Delaware corporation with no cumulative voting for directors
Tivic Health Systems, Inc. DEF 14A mixed materiality 7/10

16-10-2026

Valion Bio, Inc. (formerly Tivic Health Systems, Inc.; NASDAQ: VBIO) filed a DEF 14A proxy statement seeking stockholder approval for a reverse stock split authorization at ratios between 1-for-2 and 1-for-12, to be exercised at the Board's discretion within twelve months. The Board cites maintaining the Nasdaq listing (minimum bid price of $1.00) and broadening institutional investor interest as primary rationales, while acknowledging that reverse splits are often viewed negatively and that post-split prices sometimes fall back. The stock closed at $2.11 on September 15, 2026, and the company has no definitive plans yet to execute the split.

  • · Proposal 1 is a Board-discretion authorization; the Board has no definitive plans to execute the split and may abandon it before filing with the Delaware Secretary of State.
  • · If not implemented within twelve months of stockholder approval, further stockholder approval would be required.
  • · The split would not change authorized share count (200,000,000 common) or preferred stock authorization, and would not alter par value.
  • · The company's ticker would remain VBIO on Nasdaq if implemented per Nasdaq rules; post-split CUSIP would change.
  • · The Board flagged the anti-takeover effect of increased authorized but unissued shares, which could give management more flexibility to resist third-party takeover bids.
  • · The Board acknowledged negative investor perception of reverse splits and that some issuers' prices later declined to pre-split levels.
Apollo Realty Income Solutions, Inc. DEF 14A neutral materiality 4/10

16-10-2026

Apollo Realty Income Solutions, Inc. (ARIS) filed a definitive proxy statement on October 16, 2026 for its 2026 annual meeting of stockholders, to be held virtually on December 21, 2026 at 1:00 p.m. Eastern Time. Stockholders will vote on the election of seven directors, a Proposed Charter Amendment tied to state securities regulator comments and amended NASAA REIT Guidelines, and ratification of Deloitte & Touche LLP as the independent auditor for fiscal 2026. The board recommends voting FOR all three proposals.

  • · Record date is September 25, 2026; only holders of record at close of business that day may vote.
  • · Investors must register in advance at www.proxyvote.com by 11:59 p.m. Eastern Time on December 18, 2026 to participate virtually.
  • · Abstentions and broker non-votes count as votes against the director nominees and against the Proposed Charter Amendment, but have no effect on the auditor ratification.
  • · Director elections require a majority of votes represented in person or by proxy; the Proposed Charter Amendment requires a majority of all votes entitled to be cast; auditor ratification requires a majority of votes cast.
  • · The NASAA REIT Guidelines referenced were originally adopted May 7, 2007 and amended September 7, 2025.
  • · The 2025 Annual Report, with financial statements audited by Deloitte & Touche LLP (report dated March 10, 2026), accompanies the proxy materials.
  • · Stockholders not voting in advance may revoke proxies by written notice to the Secretary, by submitting a later-dated proxy, or by voting electronically at the meeting.
BIOMERICA INC DEF 14A neutral materiality 3/10

16-10-2026

Biomerica, Inc. (Nasdaq: BMRA) has furnished its proxy statement for the 2026 Annual Meeting of Stockholders, to be held December 11, 2026 virtually and in person in Irvine, California. Stockholders of record as of October 15, 2026 will vote on five proposals: election of five directors, a non-binding advisory vote on named executive officer compensation, ratification of Haskell & White LLP as auditor for fiscal 2027, an amendment adding 150,000 shares to the 2024 Incentive Plan, and adjournment authority. The filing references the fiscal year ended May 31, 2026 Form 10-K and its Form 10-K/A, with a total of 4,598,968 common shares outstanding.

  • · Annual Meeting date: December 11, 2026 at 10:00 a.m. Pacific Time, held virtually at www.virtualshareholdermeeting.com/BMRA2026 and in person at 17571 Von Karman Avenue, Irvine, California
  • · Proxy materials first made available to shareholders on October 16, 2026
  • · Voting thresholds: directors elected by plurality; Proposals 2, 3, 4 and 5 require majority of shares present and entitled to vote, so abstentions count as votes against
  • · Broker non-votes are discretionary for routine Proposals 3 and 5 only; no broker non-votes expected on Proposal 3
  • · Quorum requires a majority of outstanding shares on the Record Date
  • · Annual Report referenced: Form 10-K for fiscal year ended May 31, 2026, filed August 31, 2026, amended by Form 10-K/A filed September 28, 2026
City National Rochdale Select Strategies Fund DEF 14A neutral materiality 6/10

16-10-2026

City National Rochdale Select Strategies Fund has called a special shareholder meeting on November 10, 2026 to approve a new investment advisory agreement with ProShare Investment Management LLC (Proposal 1) and to elect four proposed trustee nominees (Proposal 2). RBC Rochdale, the current adviser, has indicated it no longer wishes to serve as adviser; if both proposals pass and the related asset purchase closes, ProShares will become adviser, the Fund will be renamed ProShares Select Strategies Fund, and the Board will be replaced. The Board unanimously recommends a vote 'FOR' both proposals, and the 0.50% advisory fee and 1.00% net expense cap are unchanged, though the outcome is not assured.

  • · Record date for shareholder voting is September 18, 2026; meeting is November 10, 2026 at 2:30 p.m. ET at RBC Rochdale offices, 400 Park Avenue, New York
  • · Both proposals are contingent on each other: if either fails, neither takes effect and RBC Rochdale remains adviser
  • · Asset Purchase Agreement between RBC Rochdale and ProShares dated August 18, 2026; Board approved the New Advisory Agreement on August 20, 2026
  • · Proposed nominees all currently serve as trustees of ProFunds and ProShares Trust
  • · Shareholders may vote by mail, by telephone at 1-800-690-6903, or online at www.proxyvote.com, and may revoke a proxy before the meeting
  • · Proposed portfolio managers Alessio de Longis and Hyuk Soo Han would replace Thomas H. Ehrlein; investment objective and principal strategies are not expected to change
EAGLE FINANCIAL SERVICES INC DEFM14A mixed materiality 9/10

16-10-2026

EFSI (Eagle Financial Services Inc) is party to a merger with JMSB, which is the accounting acquirer, with the combination modeled under the acquisition method per Article 11 of Regulation S-X. The pro forma balance sheet as of June 30, 2026 shows combined total assets of $4,285,453 thousand (approximately $4.29 billion) and shareholders' equity of $504,733 thousand, with goodwill of $61,066 thousand and a core deposit intangible of $34,064 thousand created in the transaction. Pro forma net income for the six months ended June 30, 2026 is $25,656 thousand, versus $13,121 thousand for JMSB and $8,721 thousand for EFSI standalone, with pro forma basic and diluted EPS of $1.03; the filing notes that final purchase accounting and integration charges remain undetermined.

  • · Pro forma assumes the Mergers occurred June 30, 2026 for the balance sheet and January 1, 2025 for income statements; JMSB is the accounting acquirer.
  • · JMSB closing stock price on September 25, 2026 ($ not disclosed in excerpt) was used for pro forma consideration; final consideration will depend on the closing price at effectiveness.
  • · Pro forma figures exclude anticipated integration costs, cost savings, and synergies; nonrecurring charges (systems, severance, exit costs) are expected but not quantified.
  • · Goodwill ($61.1M), core deposit intangible ($34.1M), and customer list intangible ($5.2M) are preliminary and could change materially, affecting future amortization.
  • · EFSI's pro forma contribution shows a $24.0M reduction in cash and a $140.4M retained earnings adjustment, reflecting purchase accounting and transaction consideration.
  • · EFSI's six-month provision for credit losses ($5.5M) is roughly 19 times JMSB's ($0.3M), a notable asset-quality divergence not addressed in the summary.
  • · EFSI's standalone EPS of $1.61 exceeds the pro forma EPS of $1.03, reflecting dilution from issuing shares to EFSI holders at the exchange ratio.
  • · Source filings incorporated by reference: JMSB 10-K filed March 13, 2026; EFSI 10-K filed March 16, 2026; JMSB 10-Q filed August 7, 2026; EFSI 10-Q filed August 10, 2026.
Trailblazer Holdings, Inc. DEF 14A neutral materiality 5/10

16-10-2026

Cyabra, Inc. (formerly Trailblazer Holdings, Inc., ticker CYAB) filed a definitive DEF 14A proxy statement for its Annual Meeting of Stockholders to be held virtually on November 10, 2026. Stockholders will vote on electing two Class I directors, ratifying Somekh Chaikin (a KPMG member firm) as independent auditor, approving a reverse stock split at a ratio between one-for-two and one-for-thirty to be set by the Board, and approving possible adjournment of the meeting. The filing contains no reported financial results, and its pay-versus-performance tables are left as unpopulated placeholders in the extracted text.

  • · Record date for voting eligibility is September 30, 2026; notice dated October 15, 2026; meeting on November 10, 2026 at 11:00 a.m. Eastern Time, held virtually.
  • · The reverse split authorization would let the Board effect the split at any time within one year of stockholder approval, with the exact ratio chosen in the Board's sole discretion.
  • · No filing fee was required for this DEF 14A, and the company is incorporated in Delaware with its business address in Tel Aviv, Israel.
  • · Pay-versus-performance and compensation tables in the extracted text show placeholder values only, so no compensation figures can be verified from this filing.
Iveda Solutions, Inc. DEF 14A neutral materiality 3/10

16-10-2026

Iveda Solutions, Inc. filed a DEF 14A proxy statement on October 16, 2026 seeking shareholder approval to elect four director nominees (Joseph Farnsworth, Alejandro Franco, Robert D. Gillen and David Ly) to its seven-seat board. The filing describes board composition, three standing committees, director compensation, and the combined Chairman/CEO structure, and notes the company is preparing for a Nasdaq Capital Market listing.

  • · Board may range from one to thirteen members; the number of directors is currently fixed at seven, but only four directors are in place and nominated, leaving three seats vacant.
  • · The Chief Executive Officer also serves as Chairman, and the company has no lead independent director.
  • · The company has not yet listed on Nasdaq; the code of conduct will be posted on the investor relations site prior to Nasdaq Capital Market listing.
  • · Non-employee directors received no cash fees; compensation was entirely stock options, with Farnsworth and Gillen each receiving 100,000 options for 2025 services versus 25,000 for Franco.
  • · Joseph Farnsworth is designated as an audit committee financial expert.
  • · No directors or officers have been subject to criminal convictions or securities-law judgments in the past five years, per the filing.

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