Independent
Tenure on this board
4.4 yrs
5 nominees · 3 ballot items.
Stockholders will vote to elect five directors (four Class III and one Class II), to approve, on a non‑binding advisory basis, the compensation of the Company’s named executive officers (Say-on-Pay), and to ratify Elliott Davis, PLLC as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect four Class III directors to three-year terms (Jerome R. Bailey, Marc McConnell, Steven J. Schwartz, and James F. Whalen) and one Class II director to a two-year term (Mark Caplan).
Advisory (non-binding) 'Say-on-Pay' vote to approve the compensation of the Company's Named Executive Officers as disclosed in the proxy statement.
This proposal asks stockholders to cast a non-binding advisory vote approving the compensation disclosed for the Company’s named executive officers (NEOs). Management seeks this vote to satisfy the Dodd‑Frank/SEC 'Say-on-Pay' requirement and to obtain stockholder feedback on its executive pay programs, which combine base salaries, performance-based cash bonuses, equity awards (RSUs and options), and perquisites. The board and Compensation Committee argue that the program aligns executive incentives with long‑term stockholder value through multi-year equity vesting schedules and performance metrics tied to earnings, return on tangible equity, deposit and loan growth, and OpenSky™ division goals. The proxy highlights recent contractual changes and incentive opportunities for the CEO and other NEOs (including an increased CEO target and revised employment agreements), indicating an emphasis on strategic execution and retention following organizational changes. Because the vote is advisory, it will not bind the board, but the Compensation Committee states it will consider the outcome when setting future pay; a negative result could prompt changes to plan design, disclosure, or governance practices. Company‑specific context includes significant insider ownership (approximately 34% held by directors and management), a classified board and other governance provisions the board cites as promoting long‑term oversight, and recent strong reported financial performance that management uses to justify incentive payouts. The board’s recommendation to vote FOR is premised on the view that current pay structures appropriately balance performance incentives and risk‑mitigating features (e.g., multi‑year vesting, clawback policy, and consultant reviews). Institutional investors will likely evaluate alignment between realized pay and company performance (pay‑versus‑performance disclosure) and may press for changes if they view pay outcomes as misaligned; the advisory result will therefore serve as an important governance signal to the Compensation Committee.
Ratify the Audit Committee’s appointment of Elliott Davis, PLLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ALLIANCEBERNSTEIN L.P. | 3.11% | 506,990 | $14M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.05% | 496,749 | $15M |
| 3 | BlackRock, Inc. | 2.59% | 421,537 | $13M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 2.03% | 329,847 | $10M |
| 5 | Wealthspire Advisors, LLC | 1.81% | 295,417 | $9M |
| 6 | KENNEDY CAPITAL MANAGEMENT LLC | 1.65% | 269,316 | $8M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.49% | 242,572 | $7M |
| 8 | STATE STREET CORP | 1.43% | 232,587 | $7M |
| 9 | Pacific Ridge Capital Partners, LLC | 1.42% | 231,286 | $7M |
| 10 | BlackRock, Inc. | 1.27% | 207,534 | $6M |
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