Independent
Tenure on this board
1.6 yrs
9 nominees · 3 ballot items.
Shareholders will vote to elect nine directors for one-year terms, cast an advisory (non-binding) Say-on-Pay vote to approve executive compensation as disclosed, and ratify Baker Tilly US, LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Elect nine nominees to the Company’s Board of Directors, each for a one-year term.
Advisory approval of the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast an advisory (non-binding) vote to approve the Company’s executive compensation as disclosed in the proxy statement (the Say-on-Pay vote). Management is seeking shareholder approval to validate the structure and outcomes of its compensation program, which is designed to attract and retain experienced executives and align pay with performance through base salary, annual cash incentive bonuses tied to financial and operational targets, and equity awards (restricted stock) with multi-year vesting. The Company highlights that performance metrics for bonuses include earnings, loan and deposit growth, credit quality, operating efficiency, strategic initiatives, and compliance/risk management; the Board notes prior strong shareholder support (approx. 96% in 2025). While advisory and non-binding, the vote provides important shareholder feedback that the Compensation Committee and Board may consider when setting future compensation policies. Key contextual factors include recent leadership transition and changes to senior management compensation arrangements approved in connection with that transition, which may influence investor views on pay-for-performance alignment and severance/change-in-control protections. Management’s recommendation to vote FOR is premised on the Committee’s view that its programs are competitive, tied to measurable performance objectives, and consistent with the Company’s long-term strategy and regulatory considerations for a banking institution. Investors should weigh the advisory nature of the vote, the disclosed pay arrangements (including severance and change-in-control provisions for departing and newly appointed executives), and recent corporate events when assessing alignment with shareholder interests. Given the Company’s prior high approval rate and the Board’s intention to consider shareholder feedback, a FOR vote would be an endorsement of the current disclosure and the Compensation Committee’s approach, while an AGAINST or ABSTAIN signal would likely prompt further engagement and potential design changes.
Ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 9.34% | 1,018,622 | $30M |
| 2 | ROYCE ASSOCIATES LP | 6.62% | 722,191 | $21M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.46% | 595,905 | $18M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.95% | 539,700 | $16M |
| 5 | ALLIANCEBERNSTEIN L.P. | 4.35% | 474,207 | $14M |
| 6 | BlackRock, Inc. | 4.00% | 436,008 | $13M |
| 7 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 3.38% | 368,510 | $11M |
| 8 | BlackRock, Inc. | 3.17% | 345,851 | $10M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.96% | 213,406 | $6M |
| 10 | ACADIAN ASSET MANAGEMENT LLC | 1.85% | 202,323 | $6M |
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