Independent
Tenure on this board
0.9 yrs
16 nominees · 3 ballot items.
Vote to elect 16 directors; non-binding advisory vote to approve named executive officer compensation (Say-on-Pay); and ratification of Forvis Mazars, LLP as independent auditor for 2026.
Election of 16 nominees to the board of directors to serve until the 2027 annual meeting.
Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding, advisory vote to approve the Company’s executive compensation as disclosed in the proxy (the ‘Say-on-Pay’). Management is seeking this advisory approval to confirm shareholder support for its compensation philosophy and practices, which emphasize variable, performance-linked pay (mix of base salary, annual cash incentives tied to core ROA, efficiency and asset coverage metrics, and long-term equity awards including RSUs and performance RSUs). The CD&A and compensation tables detail substantial use of equity (50% time‑based RSUs and 50% PRSUs with multi-year ROATCE and peer-relative EPS performance metrics) and other retention mechanisms (SERP, retention bonus arrangements, and employment agreements), intended to align executives’ interests with long-term shareholder value. The board highlights governance and risk-mitigation features such as stock ownership guidelines, clawback policy, independent compensation consultant engagement, and use of a peer group for benchmarking. Company context includes recent acquisitions and system integrations (e.g., Progressive Bancorp and Oakwood) and improved 2025 financial metrics, which the Compensation Committee cites as justification for its program design and payouts; the proxy notes prior strong shareholder approval (>92% in 2025). As an advisory vote, it is not binding, but the Compensation Committee will consider the outcome when setting future compensation policy. Investors should weigh that the program ties a meaningful portion of pay to both absolute and relative multi-year performance but also contains retention and change-in-control protections that could result in substantial payouts in certain termination scenarios. Given the company’s disclosure of performance metrics, peer benchmarking, and governance safeguards, a vote FOR would signal continued shareholder support for management’s pay-for-performance approach, while a vote AGAINST would indicate shareholder concern and would likely prompt the Compensation Committee to reassess elements of the program.
Ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 1,431,162 | $39M |
| 2 | BlackRock, Inc. | 3.6% | 1,178,261 | $32M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 3.4% | 1,118,328 | $30M |
| 4 | JANUS HENDERSON GROUP PLC | 3.0% | 978,057 | $26M |
| 5 | BlackRock, Inc. | 2.8% | 904,788 | $24M |
| 6 | AMERICAN CENTURY COMPANIES INC | 2.7% | 890,391 | $24M |
| 7 | ROYCE ASSOCIATES LP | 2.6% | 836,098 | $23M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 692,812 | $19M |
| 9 | STATE STREET CORP | 2.0% | 661,090 | $18M |
| 10 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 1.3% | 434,931 | $12M |
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