Independent
Tenure on this board
4.1 yrs
3 nominees · 3 ballot items.
Vote to elect three directors (Jeffery C. Baker, Patrick G. Hagan, and Amy F. Rieck), an advisory “say-on-pay” vote to approve the 2025 compensation of the Company’s named executive officers, and ratification of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2026.
Election of three directors to the Board to serve three-year terms: Jeffery C. Baker and Patrick G. Hagan (incumbents) and Amy F. Rieck (new nominee).
A non-binding advisory (“say-on-pay”) proposal to approve the compensation paid to the Company’s named executive officers for 2025 as disclosed in the Proxy Statement (including the Summary Compensation Table and related narrative).
This non-binding advisory proposal asks shareholders to approve the Company’s disclosed 2025 executive compensation, which the Board and Personnel Committee designed to be competitive and largely performance-based. The compensation framework described in the Proxy combines base salary with incentive elements (deferred salary and performance awards) under the Management Incentive Compensation (MIC) Plan, which ties much of pay to bank-level return-on-assets performance metrics rather than directly to total shareholder return or consolidated net income. Management seeks approval to validate its approach, signal shareholder support for its pay philosophy, and to inform future compensation decisions; the vote is explicitly non-binding but will be considered by the Board and Personnel Committee. The Board recommends a FOR vote, arguing the program aligns executives’ interests with shareholders by linking incentive pay to profitability, promotes a performance culture, and aids in retention. Company-specific context includes the MIC Plan’s semi-annual evaluations, allocation percentages that determine individual awards, and the fact that deferred and performance pay are calculated relative to bank peer-group ROA benchmarks; the company is a smaller reporting company and has recently experienced increased net income and incentive payouts. The Proxy also discloses that pay decisions incorporate competitive market data (Iowa Bankers Association survey) and discretionary determinations by the Personnel Committee and Board, which may reduce direct formulaic linkage to shareholder returns. Because the plan’s incentive metrics focus on operating profitability at the Bank level, shareholders evaluating this proposal should weigh the degree to which ROA-based incentives are consistent with their preferences for pay-for-performance and long-term value creation. A shareholder approval would endorse management’s current mix of fixed and at-risk compensation; a rejection would prompt the Board to reassess elements of the program and could lead to changes in target-setting, metrics, or disclosure practices.
Ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Fourthstone LLC | 7.71% | 683,250 | $19M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.52% | 400,219 | $11M |
| 3 | BlackRock, Inc. | 3.69% | 327,253 | $9M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 2.96% | 261,949 | $7M |
| 5 | BlackRock, Inc. | 2.59% | 229,608 | $6M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.93% | 171,149 | $5M |
| 7 | STATE STREET CORP | 1.71% | 151,770 | $4M |
| 8 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.13% | 100,392 | $3M |
| 9 | Elizabeth Park Capital Advisors, Ltd. | 0.91% | 80,480 | $2M |
| 10 | NORTHERN TRUST CORP | 0.77% | 68,067 | $2M |
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