Independent
Tenure on this board
11.0 yrs
10 nominees · 3 ballot items.
Three proposals: (1) Elect ten directors to serve one-year terms; (2) Non-binding advisory vote to approve the compensation of the named executive officers (Say-on-Pay); and (3) Ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect ten persons named in the proxy statement to serve as directors for a term of one year and until their successors are duly elected and qualified.
Approve, on a non-binding advisory basis, 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 statement (a standard “Say-on-Pay” proposal). Management seeks shareholder endorsement to validate its pay philosophy, which emphasizes pay-for-performance, significant at‑risk compensation, equity alignment, multi-year vesting, clawback protections, and stock ownership guidelines. The Compensation and Human Resources Committee designed the program to link a substantial portion of total pay to financial and strategic metrics (Adjusted Net Income, non-performing loans ratio, Efficiency Ratio, and strategic initiatives) and to utilize long‑term incentives measured against a custom peer index for relative Core ROA and Core ROE. For 2025 the committee set targets, used a mix of cash incentives and performance- and time-vested equity, and applied caps and oversight intended to discourage excessive risk-taking; the committee also engaged an independent consultant and considered peer benchmarking. The Board is asking for approval to confirm that its approach is consistent with shareholder expectations and to preserve management discretion while taking shareholder feedback into account; the vote is advisory but the Board indicates it will consider significant negative votes and respond accordingly. Company context includes strong 2025 performance metrics (e.g., adjusted net income and efficiency improvements), recent M&A activity (acquisition of Woodsville Guaranty Savings Bank) influencing compensation decisions, and a record of shareholder engagement and prior favorable Say-on-Pay results. The Board’s rationale for recommending FOR is that the compensation program aligns executives’ incentives with long-term shareholder value creation, incorporates risk controls and clawbacks, and reflects market-competitive pay practices approved by the independent Compensation Committee. Given the advisory nature of the vote, passing the proposal provides the Board and compensation committee confirmation of shareholder support for the program; a substantial opposing vote would trigger further review and potential adjustments by the committee.
Ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.2% | 867,157 | $28M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 735,909 | $24M |
| 3 | BlackRock, Inc. | 3.7% | 615,234 | $20M |
| 4 | BlackRock, Inc. | 3.2% | 538,187 | $17M |
| 5 | BAR HARBOR WEALTH MANAGEMENT | 2.4% | 400,931 | $13M |
| 6 | Boston Partners | 2.3% | 391,051 | $13M |
| 7 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 2.2% | 374,639 | $12M |
| 8 | STATE STREET CORP | 2.2% | 369,880 | $12M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 355,955 | $12M |
| 10 | TWO SIGMA INVESTMENTS, LP | 1.5% | 252,514 | $8M |
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