Monitor the say-on-pay vote outcome for any sign of investor discontent (no prior year approval rate disclosed). The 2026 Equity Incentive Plan adds 7.6% dilution potential — watch for any large grant disclosures post-approval.
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Executive Summary
Leatt Corp filed its definitive proxy statement for the 2026 Annual Meeting, seeking shareholder approval for director elections, auditor ratification, adoption of a new 2026 Equity Incentive Plan (470,000 shares), an advisory say-on-pay vote, and a vote on the frequency of future say-on-pay votes (board recommends every three years). The filing is routine governance with no contested items, no shareholder proposals, and no material related-party transactions beyond previously disclosed arrangements. CEO Sean Macdonald's total compensation for 2025 was $623,734 (up 28% from $487,756 in 2024), while the company swung to net income of $3.26M in 2025 from a loss of $2.20M in 2024, showing improved pay-for-performance alignment.
Key Facts
- Annual meeting set for November 20, 2026, as a virtual-only meeting; record date September 24, 2026.
- 6,219,239 common shares and 120,000 Class A Voting Convertible Preferred shares outstanding as of record date.
- Board unanimously recommends FOR all director nominees (Leatt, Macdonald, Guzy), FOR auditor ratification, FOR 2026 Equity Incentive Plan, FOR say-on-pay, and EVERY THREE YEARS for frequency vote.
- 2026 Equity Incentive Plan authorizes 470,000 new shares (7.6% of outstanding common), replacing the expired 2011 Plan.
- CEO Sean Macdonald 2025 total compensation: $623,734 (salary $399,949, bonus $70,000, stock awards $153,785).
- Chairman/Founder Dr. Christopher Leatt 2025 total compensation: $746,591 (salary $71,010, stock awards $102,523, all other $573,058 via Innovation Services consulting fees).
- Net income swung to $3.02M in 2025 vs. net loss of $2.20M in 2024; TSR: $97.38 per $100 invested from 2023 year-end.
- No shareholder proposals on the ballot; no contested director elections; no material related-party transactions beyond disclosed licensing and consulting agreements with entities controlled by Dr. Leatt.
- Audit fees for 2025: $256,000; total fees to M&K CPAS: $308,119.
- Insider ownership: directors/officers as a group hold 40.06% of common and 80% of preferred; Dr. Leatt owns 33.40% of common and 80% of preferred.
Financial Impact
Routine proxy with no material financial impact; 2025 net income of $3.26M vs. loss of $2.20M in 2024; CEO compensation increased 28% to $623,734.
Risk Factors
- Potential dilution from 470,000 new shares under the 2026 Equity Incentive Plan (7.6% of outstanding common).
- Concentrated insider control: Dr. Leatt controls 80% of preferred shares (100 votes per share) giving him majority voting power.
- Related-party transactions: $573,058 in consulting fees to Innovation Services (controlled by Dr. Leatt) represent 77% of his total compensation.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001213900-26-107995 |
| Document: 0001213900-26-107995-index-headers.html | 0001213900-26-107995 |
| Document: 0001213900-26-107995-index.html | 0001213900-26-107995 |
| Document: 0001213900-26-107995.txt | 0001213900-26-107995 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 9, 2026 17d ago | SC 13G/A | $11.43 $11.00 | ▲ +3.76% | ▲ +2.27% | $10.47 (+8.40%) |
Oct 8, 2026 18d ago | DEFA14A | $11.50 $10.90 | ▼ −5.22% | ▼ −3.25% | $10.47 (−8.96%) |
Oct 8, 2026 18d ago | DEF 14A | $11.50 $10.90 | ▼ −5.22% | ▼ −3.25% | $10.47 (−8.96%) |
Aug 17, 2026 10w ago | 8-K | $11.90 $12.90 | ▲ +8.40% | ▲ +8.60% | $10.47 (−12.02%) |
Aug 14, 2026 10w ago | 8-K | $11.98 $11.77 | ▼ −1.75% | ▼ −0.39% | $10.47 (−12.60%) |
May 13, 2026 23w ago | 8-K | $12.20 $12.05 | ▼ −1.23% | ▼ −0.07% | $10.47 (−14.18%) |
May 12, 2026 24w ago | 8-K | $11.67 $12.10 | ▲ +3.68% | ▲ +3.61% | $10.47 (−10.28%) |
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