Not independent
Tenure on this board
28.4 yrs
4 nominees · 3 ballot items.
Election of four Group Two directors; ratification of Elliott Davis as independent registered public accounting firm for 2026; advisory (non-binding) approval of executive compensation.
Elect four nominees as Group Two directors to serve three-year terms expiring in 2029.
Ratify the appointment of Elliott Davis, PLLC as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
The proposal asks shareholders to ratify the Audit Committee’s appointment of Elliott Davis as the independent registered public accounting firm for 2026. Management seeks this non-binding ratification as a governance practice to affirm the Committee’s selection; it notes that ratification is not legally required and the Committee retains discretion to change auditors if warranted. The Audit Committee has assessed auditor independence and pre-approval policies and concluded the firm is independent; audit fees for 2025 were disclosed. Ratification would signal shareholder support for the Committee’s oversight of financial reporting and auditor selection. A negative vote would prompt the Committee to reconsider the appointment but would not automatically remove the firm. Given that ratification is routine, brokers can exercise discretionary voting on this item, reducing broker non-votes. The Board recommends a vote FOR, citing oversight, independence confirmations from Elliott Davis, and the firm's role in auditing the company's prior financial statements.
Approve, on an advisory and non-binding basis, the compensation of the Named Executive Officers as disclosed in the proxy statement.
This management proposal seeks an advisory, non-binding approval of the Company’s executive pay practices as disclosed in the proxy statement. Management argues its compensation program aligns executives’ interests with shareholders, focusing on retention and long-term performance, using base salaries, discretionary bonuses, benefits, and salary continuation agreements. The Compensation Committee, composed of independent directors, oversees these practices and will consider shareholder feedback from this vote. The vote is non-binding but may influence future compensation decisions; the Board recommends a FOR vote and highlights pay-versus-performance disclosures and corrected reporting of Salary Continuation Agreement accruals. Context includes no equity awards in recent years and that executive compensation is primarily cash-based with supplemental retirement benefits; shareholder support would endorse current pay philosophy, while dissent could prompt the committee to implement changes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Fourthstone LLC | 8.5% | 385,498 | $8M |
| 2 | PETTYJOHN, WOOD WHITE, INC | 4.9% | 224,259 | $5M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.5% | 159,772 | $3M |
| 4 | Daytona Street Capital LLC | 3.5% | 157,123 | $3M |
| 5 | CAPTRUST FINANCIAL ADVISORS | 3.2% | 147,310 | $3M |
| 6 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.8% | 36,238 | $747K |
| 7 | DIMENSIONAL FUND ADVISORS LP | 0.7% | 30,584 | $630K |
| 8 | Krilogy Financial LLC | 0.6% | 28,900 | $653K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.6% | 27,270 | $562K |
| 10 | VANGUARD FIDUCIARY TRUST CO | 0.6% | 25,837 | $532K |
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