Not independent
Tenure on this board
23.4 yrs
7 nominees · 3 ballot items.
Elect seven directors for one-year terms; approve, on a non-binding advisory basis, the Company's executive compensation (say-on-pay); and ratify KPMG LLP as the Company’s independent registered public accounting firm for 2026.
Elect seven directors to serve one-year terms expiring at the 2027 annual meeting.
Non-binding advisory approval of the compensation paid to the Company's named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding, advisory vote approving the Company’s 2025 executive compensation disclosures and program for named executive officers, commonly known as a “say-on-pay” vote. Management seeks shareholder endorsement to confirm that the Compensation Committee’s pay decisions—comprised of base salary, a profit-sharing bonus tied to net income after taxes, and long-term incentive compensation (LTIC) split between time-based RSUs and performance-based RSUs tied to EPS and ROE—are aligned with shareholder interests. The proposal emphasizes pay-for-performance design elements: substantial at-risk compensation (profit-sharing and performance-based LTIC), caps on payouts, clawback provisions, and stock ownership guidelines, which the Board contends mitigate excessive risk-taking and align management with long-term shareholder value. The Board highlights that shareholders approved the prior year’s say-on-pay with approximately 97% support, and therefore expects continued endorsement given the Compensation Committee’s process, use of an independent compensation consultant, and consideration of shareholder feedback. The Compensation Committee’s rationale includes the Company’s recent financial performance (notably increases in net income, EPS, and ROE in 2025), retention and recruitment needs for executive talent, and use of a compensation peer group and external market data. The vote is advisory and non-binding, but management states it will consider the outcome when making future compensation decisions and plans to hold future say-on-pay votes annually. Key governance context includes newly adopted clawback policy, the “Rule of 65” retirement provisions for LTIC, and continued emphasis on conservative risk management through caps and no dividends on unearned awards. In evaluating the merits, an analyst should weigh the strong historical shareholder support, the clear linkage between incentive design and company financial metrics, the potential for discretion (e.g., subjective allocation of profit-sharing among executives), and whether the performance metrics and caps sufficiently constrain risk while incentivizing long-term value creation.
Ratify the Audit and Risk Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Focus Partners Wealth | 5.33% | 686,008 | $30M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.28% | 550,455 | $24M |
| 3 | BROWN ADVISORY INC | 3.98% | 512,598 | $23M |
| 4 | HEARTLAND ADVISORS INC | 3.66% | 470,524 | $21M |
| 5 | BlackRock, Inc. | 3.58% | 460,890 | $20M |
| 6 | SPEECE THORSON CAPITAL GROUP INC | 2.75% | 354,237 | $16M |
| 7 | BlackRock, Inc. | 2.66% | 341,819 | $15M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.43% | 312,936 | $14M |
| 9 | ProShare Advisors LLC | 2.25% | 289,846 | $13M |
| 10 | STATE STREET CORP | 2.23% | 287,568 | $13M |
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