Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses OSS in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named OSS in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Mike Knowles | $490,334 | $0 | $588,699 | $0 | $0 | $0 | $23,597 | $1,102,629 |
| President and Chief Executive Officer | ||||||||
| Dan Gabel | 315,000 | 0 | 289,413 | 0 | 0 | 0 | 27,142 | 631,555 |
| Chief Financial Officer | ||||||||
| Jim Ison | 313,021 | 0 | 179,773 | 0 | 0 | 0 | 36,754 | 529,548 |
| Chief Product Officer | ||||||||
| John Morrison Jr. | 0 | 0 | 0 | 0 | 0 | 0 | 249,268 | 249,268 |
| Former Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Mike Knowles | $1,102,629 | $865,443 | — | +237,186 |
| Dan Gabel | 631,555 | 206,546 | — | +425,009 |
| Jim Ison | 529,548 | 480,249 | — | +49,299 |
| John Morrison Jr. | 249,268 | 566,237 | — | −316,969 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Dan Gabel | RSU | 30,000 | — | $215,400 |
| Jim Ison | RSU | 12,667 | — | 90,949 |
| Mike Knowles | RSU | 150,000 | — | 1,077,000 |
| Mike Knowles | RSU | 131,448 | — | 943,797 |
| Dan Gabel | RSU | 71,284 | — | 511,819 |
| Mike Knowles | RSU | 65,725 | — | 471,906 |
| Jim Ison | RSU | 44,279 | — | 317,923 |
| Jim Ison | RSU | 22,150 | — | 159,037 |
| Mike Knowles | RSU | 21,000 | — | 150,780 |
| Mike Knowles | Option | 150,000 | 2.95 | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-13 | 4,350,087 | 931,264 | 58,740 | 82.37% | Passed |
| 2025 | 2025-05-14 | 6,844,763 | 3,360,203 | 415,134 | 67.07% | Passed |
| 2024 | 2024-05-15 | 6,937,032 | 2,336,838 | 432,860 | 74.8% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-13 | 82.37%a |
| 2025 | 2025-05-14 | 67.07%b |
| 2024 | 2024-05-15 | 74.8%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Mitch HerbetsIndependent · Board Chair · Audit & Risk · Compensation (Chair) · Nominations & Corporate Governance | $50,733 | $0 | — | $55,020 | $0 | $105,753 |
| Greg MatzIndependent · Audit & Risk (Chair) · Compensation · Nominations & Corporate Governance | 44,296 | 0 | — | 55,020 | 0 | 99,316 |
| Mike DumontIndependent · Audit & Risk · Compensation · Nominations & Corporate Governance (Chair) | 41,187 | 0 | — | 55,020 | 0 | 96,207 |
| David BassettIndependent · Audit & Risk · Compensation · Nominations & Corporate Governance · Newly elected | 19,311 | 0 | — | 55,020 | 0 | 74,331 |
| Ken PotashnerNot independent · Not standing for re-election · Departed during FY | 24,877 | 0 | — | 0 | 0 | 24,877 |
| Gioia MessingerNot independent · Not standing for re-election · Departed during FY | 21,817 | 0 | — | 0 | 0 | 21,817 |
| Joseph Manko JrNot independent · Not standing for re-election · Departed during FY | 15,723 | 0 | — | 0 | 0 | 15,723 |
| Mike KnowlesEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $38,620 |
|---|---|
| Annual equity retainer | $55,020 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 6,436 / 6,436 / 6,436 |
| Stock ownership guideline | $3 |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $217,944 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $217,944 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | One Stop Systems | 2025 | Mike Knowles | $490,334 | $588,699 | $0 | $0 | $1,102,629 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Mike Knowles | DEF 14A | 2026-04-15 | 0001193125-26-156058 | Section “Executive Compensation”. As printed: 1,102,629. Filing ↗machine: span 653559–653568 |
| 2 | Section 01, Dan Gabel | DEF 14A | 2026-04-15 | 0001193125-26-156058 | Section “Executive Compensation”. As printed: 631,555. Filing ↗machine: span 676071–676078 |
| 3 | Section 01, Jim Ison | DEF 14A | 2026-04-15 | 0001193125-26-156058 | Section “Executive Compensation”. As printed: 529,548. Filing ↗machine: span 698380–698387 |
| 4 | Section 01, John Morrison Jr. | DEF 14A | 2026-04-15 | 0001193125-26-156058 | Section “Executive Compensation”. As printed: 249,268. Filing ↗machine: span 719470–719477 |
| 5 | Section 08, Mitch Herbets | DEF 14A | 2026-04-15 | 0001193125-26-156058 | Section “Director Compensation”. As printed: 105,753. Filing ↗machine: span 542162–542169 |
| 6 | Section 08, Greg Matz | DEF 14A | 2026-04-15 | 0001193125-26-156058 | Section “Director Compensation”. As printed: 99,316. Filing ↗machine: span 552312–552318 |
| 7 | Section 08, Mike Dumont | DEF 14A | 2026-04-15 | 0001193125-26-156058 | Section “Director Compensation”. As printed: 96,207. Filing ↗machine: span 562463–562469 |
| 8 | Section 08, David Bassett | DEF 14A | 2026-04-15 | 0001193125-26-156058 | Section “Director Compensation”. As printed: 74,331. Filing ↗machine: span 572782–572788 |
| 9 | Section 08, Ken Potashner | DEF 14A | 2026-04-15 | 0001193125-26-156058 | Section “Director Compensation”. As printed: 24,877. Filing ↗machine: span 574793–574799 |
| 10 | Section 08, Gioia Messinger | DEF 14A | 2026-04-15 | 0001193125-26-156058 | Section “Director Compensation”. As printed: 21,817. Filing ↗machine: span 585104–585110 |
| 11 | Section 08, Joseph Manko Jr | DEF 14A | 2026-04-15 | 0001193125-26-156058 | Section “Director Compensation”. As printed: 15,723. Filing ↗machine: span 595417–595423 |
| 12 | Section 08, Mike Knowles | DEF 14A | 2026-04-15 | 0001193125-26-156058 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 06, 2026 vote | Form 8-K | 2026-05-19 | 0001193125-26-230781 | Item 5.07 · say-on-pay result. As reported: 82.37% (votes for as printed: 4,350,087). Filing ↗ |
| 14 | Section 06, 2025 vote | Form 8-K | 2025-05-20 | 0000950170-25-075232 | Item 5.07 · say-on-pay result. As reported: 67.07% (votes for as printed: 6,844,763). Filing ↗ |
| 15 | Section 06, 2024 vote | Form 8-K | 2024-05-20 | 0000950170-24-062422 | Item 5.07 · say-on-pay result. As reported: 74.8% (votes for as printed: 6,937,032). Filing ↗ |
| 16 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 17 | Section 09b board cost (computed) | Computed | — | computed | Cash 217,944 + equity 0 + all other 0 = 217,944, summed across the director compensation table rows.machine: formula: Σ = 217,944 |
| 18 | One Stop Systems (subject), Section 10b CEO total | DEF 14A | 2026-04-15 | 0001193125-26-156058 | CEO total compensation as printed in One Stop Systems's own proxy. As printed: 1,102,629. Filing ↗machine: span 653559–653568 |