Independent
Tenure on this board
5.3 yrs
5 nominees · 3 ballot items.
Elect five Class III directors; approve, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay); and ratify the appointment of the independent registered public accounting firm for 2026.
Elect five Class III directors (Dr. Julie R. Agnew, J. P. Causey Jr., Thomas F. Cherry, Dr. David H. Downs and George R. Sisson III) to serve until the 2029 Annual Meeting.
Non-binding advisory vote to approve the compensation of the Corporation’s named executive officers as disclosed in the Proxy Statement.
This management proposal requests a non-binding advisory endorsement (a "say-on-pay" vote) of the compensation paid to the named executive officers as disclosed in the proxy materials. Management seeks shareholder approval to validate its compensation design, which combines base salary, short-term cash incentives, and long-term restricted stock awards tied to corporate and business-unit performance metrics and peer-relative comparisons. The Compensation Committee uses a peer group and defined metrics (composite ROE/ROA for short-term awards and three-year ROTCE for performance equity) to determine incentive payouts; awards also include time-based vesting to promote retention. Management argues the program is pay-for-performance, aligns executive interests with long-term shareholder value, is competitive for talent retention, and contains governance safeguards (independent consultant, stock ownership guidelines, clawback policies, and limits on perquisites). Because the vote is advisory, a favorable outcome signals shareholder support and will inform but not bind future compensation actions; a poor outcome would prompt the Committee to reassess program elements and engage with shareholders. Key contextual considerations include the company’s 2025 strong financial results (higher net income, ROE/ROA improvements, and elevated peer rankings), recent engagement with independent compensation consultants and peer benchmarking, and the Committee’s exercised discretion in adjusting performance measures for nonrecurring items. The Board recommends a “for” vote, asserting the program’s alignment with shareholders, while recognizing that the advisory nature of the vote limits direct enforcement. An analyst evaluating this proposal should weigh the alignment of metrics to long-term value, the use of peer-relative rankings, the degree of discretion retained by the Committee, the presence of clawback and ownership policies, and whether realized payouts (including the mix of cash and equity) are commensurate with sustained performance and risk management practices.
Ratify the appointment of Yount, Hyde & Barbour, P.C. as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.4% | 175,947 | $13M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 135,716 | $10M |
| 3 | BlackRock, Inc. | 3.1% | 102,153 | $7M |
| 4 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 3.1% | 101,962 | $7M |
| 5 | RENAISSANCE TECHNOLOGIES LLC | 2.5% | 80,779 | $6M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 61,044 | $4M |
| 7 | Huber Capital Management LLC | 1.9% | 60,415 | $4M |
| 8 | BlackRock, Inc. | 1.4% | 45,371 | $3M |
| 9 | STATE STREET CORP | 1.4% | 44,045 | $3M |
| 10 | AMERICAN CENTURY COMPANIES INC | 1.3% | 42,746 | $3M |
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