Independent
Tenure on this board
3.4 yrs
9 nominees · 3 ballot items.
Elect nine directors; advisory (non-binding) approval of named executive officer compensation (say-on-pay); and ratification of Wolf & Company, P.C. as the independent registered public accounting firm for 2026.
Elect nine directors to the Company’s board of directors, each to serve until the 2027 Annual Meeting and until his or her successor is elected and qualified.
A non-binding, advisory “say-on-pay” vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal requests an advisory, non-binding shareholder vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks this vote to obtain shareholder feedback on executive pay practices and to confirm support for the Company’s compensation framework, which includes base salary, short-term cash incentives under the Management Incentive Plan, and long-term equity incentives in the form of restricted stock units (RSUs) that vest over multi-year periods. The board and Compensation/HR Committee emphasize that the program is designed to attract and retain management talent while aligning incentives with the Company’s financial performance and strategic objectives. The Company highlights features intended to limit excessive risk-taking, including oversight by the Compensation/HR Committee, a balanced mix of cash and equity awards, multi-year vesting for RSUs, qualitative performance components, and recoupment/forfeiture provisions in specified circumstances. Management also notes supplemental protections such as employment agreements with double-trigger change-in-control provisions and SERP benefits for key executives, intended to provide retention and succession stability. Because the vote is advisory, it will not bind the board, but the board states it will consider the voting outcome and shareholder concerns, and may adjust compensation policies in response to significant negative shareholder feedback. The board’s unanimous recommendation to vote FOR is grounded in its view that the program is competitive, prudent, and consistent with regulatory guidance for safety and soundness. In evaluating the proposal, investors should weigh the alignment between pay and measured company performance (as disclosed in pay-versus-performance metrics), the prevalence of retention-driven features (e.g., SERP and change-in-control protections), and whether the disclosed incentive metrics and governance controls sufficiently mitigate excessive risk and align long-term shareholder interests.
Ratify the selection of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ALLIANCEBERNSTEIN L.P. | 8.23% | 560,539 | $19M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.69% | 251,335 | $8M |
| 3 | SYSTEMATIC FINANCIAL MANAGEMENT LP | 3.22% | 219,072 | $7M |
| 4 | BlackRock, Inc. | 3.19% | 217,353 | $7M |
| 5 | BANC FUNDS CO LLC | 2.26% | 153,926 | $5M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 2.23% | 152,005 | $5M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.56% | 105,926 | $4M |
| 8 | ACADIAN ASSET MANAGEMENT LLC | 1.44% | 97,808 | $3M |
| 9 | BlackRock, Inc. | 1.42% | 96,928 | $3M |
| 10 | BASSWOOD CAPITAL MANAGEMENT, L.L.C. | 1.35% | 91,688 | $3M |
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