Independent
Tenure on this board
0.7 yrs
4 nominees · 3 ballot items.
Election of four directors (one Class II, three Class III); advisory (non-binding) approval of executive compensation (Say-on-Pay); ratification of Crowe LLP as independent registered public accounting firm; and transacting other business.
Elect one Class II director for a two-year term and three Class III directors for three-year terms.
Non-binding advisory vote to approve compensation paid to the Named Executive Officers as described in the Compensation Discussion and Analysis and executive compensation tables.
This advisory (non-binding) proposal asks shareholders to approve the compensation awarded to the Corporation’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis and accompanying pay tables. Management seeks shareholder endorsement to validate its pay-for-performance approach, which ties short- and long-term incentives to corporate metrics such as PPNR-NCOs, deposit growth, revenue and efficiency, and uses peer group comparisons for PRSA vesting thresholds. The board recommends a vote FOR, arguing the program aligns executives’ incentives with shareholder interests, emphasizes risk controls (KRIs and recoupment policy), and reflects competitive market practices informed by an independent compensation consultant. Approval is non-binding but the Compensation Committee will consider the outcome when setting future compensation; the company notes prior say-on-pay support (~71% in 2025) and believes that result indicates shareholder acceptance of its approach. Key governance context includes use of performance-based restricted stock, clawback/recoupment policy, and the Compensation Committee’s oversight role; potential controversy could arise around pay levels and change-in-control severance arrangements, but management contends that pay is reasonable and tied to measurable outcomes. The board’s recommendation is FOR based on alignment with shareholder value creation and established governance controls.
Ratify the appointment of Crowe LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 725,119 | $16M |
| 2 | BlackRock, Inc. | 3.3% | 583,718 | $13M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 3.3% | 582,326 | $13M |
| 4 | BlackRock, Inc. | 2.7% | 477,115 | $11M |
| 5 | CITIZENS NORTHERN CORP | 2.0% | 359,853 | $8M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 354,989 | $8M |
| 7 | STATE STREET CORP | 1.9% | 335,364 | $7M |
| 8 | NORTHERN TRUST CORP | 0.7% | 128,135 | $3M |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.7% | 119,239 | $3M |
| 10 | PENNSYLVANIA CAPITAL MANAGEMENT INC /ADV | 0.6% | 99,967 | $2M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.