Independent
Tenure on this board
8.4 yrs
6 nominees · 3 ballot items.
Shareholders will vote to elect seven directors, ratify RSM US LLP as the independent auditor for 2026, and cast an advisory (non-binding) vote to approve named executive officer compensation.
Elect seven directors nominated by the board to serve one-year terms until the 2027 annual meeting.
Ratify the appointment of RSM US LLP as the Company's independent registered public accounting firm for 2026.
Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).
This advisory proposal asks shareholders to approve, on a non-binding basis, the overall compensation of the Company’s named executive officers as disclosed in the proxy statement, including pay tables and narrative disclosure. Management is seeking shareholder approval to confirm that the design and level of pay — consisting of base salary, discretionary cash bonuses, and long-term equity incentives tied to multi-year performance metrics — are appropriate to attract, motivate and retain executives and align their interests with shareholders. The Company frames the program as performance-linked, noting short-term incentives tied to ROA and ROTCE and long-term restricted stock unit awards with multi-year vesting and performance criteria such as ROA, TSR versus peers, and net charge-offs. The Board’s recommendation for approval rests on the view that the compensation program establishes a solid alignment between executives’ and shareholders’ interests and is competitive for the Company’s market and peer group. The proposal is advisory and non-binding, so failure to approve would not automatically change compensation arrangements but the Board states it will carefully consider shareholder feedback and may adjust plans accordingly. Key governance context includes significant insider ownership by the Haines family trusts (approximately 55% combined), separation of Chair and CEO roles, and existing clawback and performance metrics; these factors affect the practical influence of shareholder sentiment and the potential for governance change. The pay-versus-performance disclosures indicate that total compensation and ‘‘compensation actually paid’’ generally track company TSR and net income, though one-time retention awards (e.g., a 30,000 RSU award to the Bank President) materially increased NEO pay in 2025 and may be a focus for investors. Analysts evaluating the proposal should weigh the program’s metric alignment and retention needs against concentrated shareholder control and the non-binding nature of the vote when assessing governance risk and shareholder influence.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Mink Brook Asset Management LLC | 4.97% | 472,660 | $19M |
| 2 | Twin Lions Management LLC | 3.09% | 293,921 | $12M |
| 3 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 2.91% | 276,576 | $11M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.03% | 192,996 | $8M |
| 5 | BlackRock, Inc. | 1.81% | 172,484 | $7M |
| 6 | BlackRock, Inc. | 1.60% | 152,244 | $6M |
| 7 | AMERICAN CENTURY COMPANIES INC | 1.43% | 135,909 | $5M |
| 8 | BANC FUNDS CO LLC | 1.35% | 128,519 | $5M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 1.28% | 121,716 | $5M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.87% | 82,688 | $3M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.