Independent
Tenure on this board
22.3 yrs
12 nominees · 3 ballot items.
Election of 12 directors; a non-binding advisory “say-on-pay” approval of named executive officer compensation; and ratification of Elliott Davis LLC as independent auditors for fiscal year 2026.
Elect 12 nominees to the Board of Directors to serve one-year terms.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding, advisory endorsement of the Company’s executive compensation program as disclosed in the proxy statement. Management and the Compensation Committee seek shareholder approval to demonstrate investor support for their compensation policies, which they contend are designed to attract and retain experienced executives and promote long-term shareholder value. The proposal covers all elements of named executive officer pay disclosed in the filing, including base salary, incentive cash bonuses, and restricted stock unit grants awarded in 2025 that vested in March 2026. The vote is advisory under SEC rules and therefore not binding, but the Board and Compensation Committee state they will consider the outcome when setting future compensation. The Company disclosed historical say-on-pay results (96.1% support in 2025), signaling historically strong shareholder alignment, and highlights specific compensation practices such as performance-linked cash incentives and RSUs with vesting and change-in-control provisions. For a regional bank with a balance-sheet and loan portfolio concentrated in real estate and community markets, the compensation structure emphasizes retention and alignment through equity-based awards and restrictive covenants (confidentiality, non-solicit, and non-compete-like provisions). Management frames the proposal as a vote on the overall approach rather than any single element, and underscores that approving the resolution endorses the disclosures and tables presented. Given the advisory nature, investors should weigh the alignment of pay with company performance metrics (TSR and net income history are provided) and the specific equity award terms when evaluating the merits. The Board recommends FOR because it believes the policies achieve the Company’s objectives of attracting, retaining and incentivizing executives while managing compensation-related risk.
Ratify the appointment of Elliott Davis LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | LPL Financial LLC | 1.45% | 50,573 | $1M |
| 2 | Truffle Hound Capital, LLC | 1.43% | 50,000 | $1M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 1.13% | 39,562 | $944K |
| 4 | DIMENSIONAL FUND ADVISORS LP | 1.11% | 38,660 | $923K |
| 5 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.92% | 32,281 | $770K |
| 6 | Aptus Capital Advisors, LLC | 0.78% | 27,290 | $651K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.58% | 20,247 | $483K |
| 8 | TRUIST FINANCIAL CORP | 0.56% | 19,553 | $467K |
| 9 | CAPTRUST FINANCIAL ADVISORS | 0.55% | 19,188 | $458K |
| 10 | Empowered Funds, LLC | 0.48% | 16,781 | $400K |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.