Independent
Tenure on this board
0.5 yrs
4 nominees · 3 ballot items.
Elect four Class I directors; ratify KPMG LLP as independent auditors for 2026; and approve the Central Bancompany, Inc. 2026 Employee Stock Purchase Plan (ESPP).
Election of four Class I directors — Michael Kirk Farmer, Jr.; E. Stanley Kroenke; Charles E. Kruse; and Bradley N. Sprong — each for a three-year term expiring in 2029.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve the 2026 ESPP to reserve 1,200,000 shares (approximately 0.5% of outstanding shares as of the record date) to allow eligible employees to purchase Common Stock through payroll deductions at a discount, intended to qualify under Section 423 of the Code.
This management proposal asks shareholders to approve the Central Bancompany, Inc. 2026 Employee Stock Purchase Plan (the 2026 ESPP), which would reserve 1,200,000 shares (about 0.5% of outstanding shares as of the record date) for purchase by eligible employees through payroll deductions at up to a 15% discount and otherwise structured to qualify under Section 423 of the Internal Revenue Code. Management seeks shareholder approval to implement a tax-qualified ESPP intended to enhance employee ownership, retention, and alignment with shareholders, particularly among non-executive employees, as part of the company’s broader equity compensation strategy. The plan permits offering periods (up to 27 months), purchase periods within offerings, limits participation by 5% owners, incorporates adjustments for corporate transactions, and allows the administrator discretion over eligibility, pricing and procedural rules consistent with Section 423. The Board frames the ESPP as necessary to remain competitive for talent in a challenging market and to incentivize employees through convenient payroll-based purchase mechanics and a sub-market purchase price. The company emphasizes conservative share usage (1,200,000 shares) and notes uncertainties in actual dilution depending on participation, contribution levels, and share price, signaling modest potential dilution relative to the current float. The Board recommends a FOR vote, arguing the plan benefits shareholders by improving retention and aligning employee incentives with long-term company performance; it also commits to register the shares on Form S-8 if approved. Governance-wise, the plan contains standard provisions for adjustments on corporate events, transfer restrictions, tax withholding mechanics, and Administrator authority, leaving substantive discretion with management—an aspect shareholders should monitor in ongoing governance reviews. From an investor-intelligence perspective, the ESPP appears conventional and modest in size, but analysts should weigh the company’s controlled-company governance structure and potential for plan administration discretion when assessing dilution and alignment over time.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CENTRAL TRUST Co | 3.0% | 7,159,791 | $171M |
| 2 | North Reef Capital Management LP | 1.7% | 4,075,000 | $98M |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 0.7% | 1,793,175 | $43M |
| 4 | FMR LLC | 0.6% | 1,459,467 | $35M |
| 5 | Champlain Investment Partners, LLC | 0.6% | 1,398,055 | $33M |
| 6 | AMERICAN CENTURY COMPANIES INC | 0.5% | 1,228,551 | $29M |
| 7 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 0.5% | 1,221,095 | $29M |
| 8 | FRANKLIN RESOURCES INC | 0.4% | 969,638 | $23M |
| 9 | FMR LLC | 0.3% | 746,940 | $18M |
| 10 | BlackRock, Inc. | 0.3% | 675,287 | $16M |
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