Not independent
Tenure on this board
13.0 yrs
Also a director at
First Bancorp (FBP)Banner Corp (BANR)
10 nominees · 5 ballot items.
Election of ten directors; Advisory approval of named executive officer compensation (Say-on-Pay); Approval of 2026 Omnibus Incentive Compensation Plan (1,700,000 shares); Approval to amend Employee Stock Purchase Plan to add 200,000 shares; Ratification of Baker Tilly US, LLP as independent auditors.
Elect ten director nominees named in the proxy, each to serve until the 2027 annual meeting.
Non-binding advisory vote to approve compensation of named executive officers as disclosed in the proxy.
The proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the company’s named executive officers, as disclosed in the proxy statement. Management seeks this endorsement to validate its pay-for-performance framework, which ties short-term incentives to a corporate scorecard and long-term incentives to relative TSR and ROA compared to a peer index. Although advisory, the company uses the vote outcome to inform future compensation design and shareholder engagement. The board recommends a vote FOR, citing alignment of compensation with long-term shareholder interests, robust governance features (clawbacks, stock ownership guidelines, independent compensation consultant), and the company’s recent financial and operational performance that supported above-target incentive payouts in 2025.
Approve adoption of the 2026 Omnibus Incentive Compensation Plan with 1,700,000-share reserve to authorize equity awards.
This management proposal requests shareholder approval to adopt the 2026 Omnibus Incentive Compensation Plan, which authorizes 1,700,000 shares for equity awards to attract, retain, and motivate employees and directors. Management explains the share request was determined considering historical burn rate (three-year average 0.81%), expected share usage, and peer benchmarking with input from an independent consultant. The plan incorporates governance safeguards — no liberal change-in-control definition, double-trigger vesting, no tax gross-ups for parachute taxes, no liberal share recycling, no repricing without shareholder approval, no reload SARs, dividend equivalents subject to vesting, clawback provisions, and independent committee administration — and limits on director awards, all intended to limit dilution and align compensation with shareholder interests. The board recommends a vote FOR to maintain competitive equity incentives and limit future dilution while preserving governance best practices.
Approve amendment to increase shares available under ESPP by 200,000 (to 231,343) to continue employee participation.
Management requests shareholder approval to increase the ESPP share reserve by 200,000 shares because only 31,343 shares remained available as of April 1, 2026 and, at current participation and stock price levels, the plan could be exhausted before year-end. The amendment would increase the reserve to 231,343 shares, extending ESPP availability through approximately December 31, 2029. The Compensation Committee administers the ESPP; offerings are semiannual and default purchase price is 85% of the lower of the offering start or purchase date as permitted by the plan; the change supports employee ownership and retention. The board recommends a vote FOR.
Ratify appointment of Baker Tilly US, LLP as independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.0% | 2,270,921 | $72M |
| 2 | BlackRock, Inc. | 2.8% | 1,265,342 | $40M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.8% | 1,258,599 | $40M |
| 4 | BlackRock, Inc. | 2.5% | 1,153,109 | $36M |
| 5 | STATE STREET CORP | 2.3% | 1,031,062 | $33M |
| 6 | AMERICAN CENTURY COMPANIES INC | 2.0% | 905,189 | $29M |
| 7 | Boston Partners | 1.9% | 879,856 | $28M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 1.9% | 849,573 | $27M |
| 9 | Aristotle Capital Boston, LLC | 1.5% | 674,784 | $21M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.5% | 674,414 | $21M |
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