Independent
Tenure on this board
13.8 yrs
2 nominees · 3 ballot items.
Elect two directors for three-year terms; a non-binding advisory vote to approve named executive officer compensation (Say-on-Pay); and ratify the appointment of Plante & Moran as the Company’s independent registered public accounting firm for 2026.
Elect two (2) directors (Robert E. Hoeweler and Bradley J. Ringwald) to serve three-year terms expiring in 2029.
A non-binding, advisory 'Say-on-Pay' resolution to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management-sponsored proposal asks shareholders to cast a non-binding advisory vote to approve the disclosed compensation of the Company’s named executive officers (the “Say-on-Pay” vote). Management is seeking shareholder approval to validate its compensation design which mixes base salary, restricted stock awards, cash incentive awards tied to corporate performance (including deferred cash incentive agreements), and benefit/perquisite elements; the Compensation Committee and Board view this mix as aligning executive interests with shareholder value and long-term performance. The company emphasizes that incentive metrics include consolidated net income, net interest margin, commercial loan growth, core deposit growth and relative stock performance versus the KBW Nasdaq Index, and that restricted stock and deferred arrangements are used to promote retention and longer-term alignment. The Board’s stated rationale for recommending a FOR vote is that the policies are reasonable in comparison to peer bank holding companies, do not threaten company safety and soundness, and historically similar proposals have been approved by shareholders. Because the vote is advisory, it will not alter contractual terms directly, but the Board and Compensation Committee state they will consider the vote’s outcome when setting future pay. Key governance considerations for an analyst evaluating this proposal include the presence of employment and deferred cash incentive agreements with change-of-control and severance provisions, the Company’s use of equity awards that vest over multi-year periods, and clawback provisions tied to materially misleading financial statements. The proposal’s non-binding nature means a strong shareholder rebuke would be reputational and could trigger substantive changes in pay practices, while a comfortable approval would validate current program design; thus investor response provides important shareholder feedback on risk alignment, pay quantum, and disclosure. Given the Company’s specific compensation features (notably significant restricted stock compensation and deferred cash incentives subject to performance gates and clawbacks), an analyst should weigh the sensitivity of realized pay to short-term earnings volatility and stock-price movements, the quality of disclosed performance metrics, and the extent to which retention and change-in-control payments may lead to outsized payouts under certain circumstances.
Ratify the Audit Committee’s appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Fourthstone LLC | 9.8% | 639,378 | $18M |
| 2 | ALLIANCEBERNSTEIN L.P. | 3.7% | 240,563 | $6M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.1% | 202,001 | $6M |
| 4 | FIRST MANHATTAN CO. LLC. | 2.9% | 187,022 | $5M |
| 5 | BlackRock, Inc. | 2.5% | 164,534 | $5M |
| 6 | Daytona Street Capital LLC | 2.3% | 151,386 | $4M |
| 7 | Rhino Investment Partners, Inc | 1.9% | 125,377 | $3M |
| 8 | ACADIAN ASSET MANAGEMENT LLC | 1.9% | 124,394 | $3M |
| 9 | FIFTH THIRD BANCORP | 1.8% | 114,914 | $3M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 1.5% | 94,479 | $3M |
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