Independent
Tenure on this board
23.8 yrs
6 nominees · 3 ballot items.
Election of six Class I directors; Ratification of appointment of Forvis Mazars, LLP as independent auditors for 2026; Advisory (non-binding) vote to approve Named Executive Officers’ compensation.
Elect six Class I directors (James C. Holly; Morris A. Tharp; Kevin J. McPhaill; Susan M. Abundis; Lynda B. Scearcy; Michele M. Gil) to serve until their successors are elected and qualified (term until 2028).
Ratify the Audit Committee’s appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2026.
The proposal asks shareholders to ratify the Audit Committee’s selection of Forvis Mazars, LLP as the company’s independent registered public accounting firm for 2026. Management is submitting the ratification although not strictly required, signaling a desire for shareholder endorsement of the auditor choice. The Audit Committee has already engaged Forvis Mazars for 2025 and disclosed audit fees and that the firm will be present to answer questions at the meeting. Ratification is a routine governance item intended to provide shareholders an opportunity to express approval of the auditor; if shareholders withhold ratification, the Audit Committee may reconsider its choice but retains discretion to continue with Forvis Mazars. The board recommends a vote FOR, citing oversight and customary practice; the vote is decided by a majority of votes cast. The matter has limited economic or strategic impact compared with transactional proposals but is relevant to audit independence and oversight; disclosure indicates audit fees and that no other non-audit or tax fees were paid in 2025 and 2024. Shareholders should consider auditor independence, fees, tenure, and any auditor change context when evaluating the ratification.
Non-binding advisory vote to approve the compensation paid to the company’s Named Executive Officers as disclosed in the proxy.
This non-binding "say-on-pay" proposal asks shareholders to approve the Company’s named executive officer compensation as described in the proxy materials. Management emphasizes the link between pay and performance through base salary benchmarking to peers, substantial at-risk compensation via annual discretionary bonuses and restricted stock (with performance-based vesting tied to multi-year ROAA relative to peers), employment agreements with change-in-control protections, and equity-holding requirements. The Board and Compensation Committee view the program as competitive and aligned with long-term shareholder value; they recommend a vote FOR and will consider the advisory vote’s outcome in future compensation determinations. Key contextual considerations include significant use of restricted stock (rather than options) with performance metrics, robust retention features (vesting schedules, employment agreements, salary continuation for CEO), and the notable recent peer-relative grant formula which led to sizeable restricted stock grants in 2025. The progam’s effectiveness should be evaluated against the Company’s actual pay-for-performance outcomes (TSR, ROAA, net income, and Compensation Actually Paid disclosures), the sensitivity of incentives to short-term risk-taking, and the degree of alignment with shareholder returns. While the plan ties equity grants to ROAA relative to peers, shareholders may assess whether the metrics, vesting schedules and magnitude of awards appropriately align long-term executive incentives with shareholder value and risk management.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 6.83% | 893,500 | $30M |
| 2 | BlackRock, Inc. | 4.50% | 588,062 | $20M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.13% | 540,451 | $18M |
| 4 | PRIVATE MANAGEMENT GROUP INC | 4.01% | 524,224 | $18M |
| 5 | BlackRock, Inc. | 3.58% | 468,014 | $16M |
| 6 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 2.75% | 359,946 | $12M |
| 7 | JANUS HENDERSON GROUP PLC | 2.63% | 344,133 | $12M |
| 8 | AMERICAN CENTURY COMPANIES INC | 2.31% | 301,865 | $10M |
| 9 | STATE STREET CORP | 2.04% | 266,960 | $9M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.86% | 242,938 | $8M |
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