Independent
Tenure on this board
3.0 yrs
3 nominees · 3 ballot items.
Election of three Class I directors; an advisory (“say-on-pay”) vote to approve named executive officer compensation; and ratification of S.R. Snodgrass P.C. as the company’s independent registered public accounting firm.
Elect three Class I director nominees (Richard W. Bloomingdale, David J. Hickton, and Daniel A. Onorato) to serve three-year terms expiring in 2029.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed compensation for its named executive officers. Management is seeking endorsement to validate its compensation philosophy and programs, which it says are designed to align executive interests with long-term shareholder value, attract and retain talent, and reinforce performance objectives. The proxy highlights recent shareholder engagement on compensation following lower say-on-pay support in prior years and describes steps taken by the Compensation/Human Resources Committee, including retaining independent consultant Pearl Meyer and adjusting incentive plan metrics (e.g., raising the Executive At-Risk Incentive ROA target). The filing discloses that no bonuses or long-term equity awards were paid in 2024 and 2025, and that the committee will consider say-on-pay results in future program design. From a governance perspective this is a routine SEC-required advisory vote, but it carries reputational importance given prior low support and investor outreach the Company describes; management frames lower historical votes as stemming from disclosure gaps rather than pay-for-performance misalignment. A sophisticated analyst should weigh the company’s remedial actions (consultant engagement, metric adjustments, enhanced disclosure of shareholder engagement) against persistent investor concerns, the Company’s recent financial performance improvement, and the non-binding nature of the vote. Although management recommends FOR, the committee’s responsiveness to shareholder feedback and the degree to which the disclosed changes materially alter pay–performance alignment will likely determine investor support and any consequent governance changes.
Ratify the Audit Committee’s selection of S.R. Snodgrass P.C. as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GENDELL JEFFREY L | 9.6% | 1,635,677 | $6M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 6.7% | 1,136,490 | $4M |
| 3 | AmeriServ Wealth Advisors | 5.2% | 889,090 | $3M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 658,395 | $2M |
| 5 | RENAISSANCE TECHNOLOGIES LLC | 3.3% | 564,474 | $2M |
| 6 | Oppenheimer Close, LLC | 2.1% | 352,583 | $1M |
| 7 | EWA, LLC | 1.4% | 245,612 | $889K |
| 8 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 1.2% | 206,629 | $748K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.7% | 116,750 | $423K |
| 10 | BlackRock, Inc. | 0.6% | 105,333 | $381K |
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