Independent
Tenure on this board
2.2 yrs
13 nominees · 3 ballot items.
Three proposals: (1) election of 13 directors; (2) ratification of Baker Tilly US, LLP as independent registered public accounting firm for 2026; and (3) a non-binding advisory (say-on-pay) vote to approve executive compensation as disclosed in the proxy statement.
Elect 13 nominees to the Board of Directors to hold office until the next Annual Meeting and until their successors are elected and qualified.
Ratify the selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Named Executive Officers as disclosed in the Compensation Discussion and Analysis and related disclosures in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation disclosures and overall pay program for the Named Executive Officers (NEOs) as presented in the proxy (the Compensation Discussion & Analysis, tables, and Item 402 disclosures). Management is seeking shareholder approval to validate its pay-for-performance approach, which for 2025 included base salary realignments, performance-based annual incentive payouts tied to financial metrics (net consolidated income, average loans, deposits, asset quality metrics), and long-term restricted stock awards to align executives with shareholder interests. The Company emphasizes governance protections such as a clawback policy, use of an independent compensation consultant (Pearl Meyer), benchmarking to a defined peer group of California regional banks, and stock ownership guidelines to mitigate excessive risk-taking and strengthen alignment with shareholders. The Board notes prior strong shareholder support for say-on-pay (approximately 95.3% in the prior year), and it frames the advisory vote as an important but non-binding input that the Compensation Committee will consider in future compensation decisions. Management also explains that the vote is not intended to address any single element of pay but the overall compensation program, and that a negative vote would not automatically change compensation but would be considered by the Board and Compensation Committee. Given the Company’s recent M&A activity and scale changes (acquisitions and integration), management frames the 2025 compensation actions as responsive to increased responsibilities and market benchmarking as the organization grows. The Board recommends a FOR vote on the grounds that the program appropriately balances short- and long-term incentives, ties most incentive opportunities to measurable financial performance, and contains governance features intended to protect shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Fourthstone LLC | 5.0% | 1,362,205 | $32M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 2.9% | 796,749 | $19M |
| 3 | BlackRock, Inc. | 2.9% | 792,278 | $18M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.7% | 744,688 | $17M |
| 5 | BlackRock, Inc. | 2.4% | 642,447 | $15M |
| 6 | PRIVATE MANAGEMENT GROUP INC | 2.0% | 529,645 | $12M |
| 7 | SYSTEMATIC FINANCIAL MANAGEMENT LP | 1.5% | 398,215 | $9M |
| 8 | STATE STREET CORP | 1.3% | 341,182 | $8M |
| 9 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 1.2% | 338,920 | $8M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.2% | 337,595 | $8M |
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