Not independent
Tenure on this board
20.4 yrs
Also a director at
First Guaranty Bancshares Inc (FGBI)
8 nominees · 3 ballot items.
Election of eight directors; ratification of independent registered public accounting firm (Urish Popeck & Co., LLC) for fiscal 2026; and an advisory (non-binding) “say-on-pay” vote to approve executive compensation.
Elect eight directors to the Board of Directors to serve for a one-year term and until their successors are elected and qualified.
Ratify the appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for the year ending September 30, 2026.
Non-binding, advisory resolution to approve the compensation of the Company’s Named Executive Officers as described in the Executive and Director Compensation section of the Proxy Statement.
This proposal requests a non-binding advisory approval from stockholders of the compensation paid to the Company’s Named Executive Officers as disclosed in the Executive and Director Compensation section of the proxy. Management is seeking shareholder approval to affirm its compensation program — including base salaries, bonuses, retirement and benefit policies, and restricted stock awards — and to obtain validation for its approach to pay-for-performance and talent retention. The vote is required by SEC rules but is advisory and not legally binding on the Board or the Company; nevertheless, the Board and the compensation committee have committed to reviewing the voting outcome and considering it when making future compensation decisions. The context includes historically awarding bonuses and restricted stock to align executive incentives with company performance, and the Company emphasizes conservative benefit structures and vesting schedules to mitigate excessive risk-taking. The Board’s recommendation to vote ‘‘FOR’’ is supported by its view that the compensation philosophy aligns executives’ interests with shareholders through a mix of fixed and variable pay, market-referenced targets, and performance-based components. Potential governance considerations include related-party relationships among long-serving directors and executives, the majority-family ownership concentration, and the absence of an external compensation consultant in the most recent year, which may influence perceptions of independence in pay-setting. Because the vote is advisory, its practical effect will be reputational and informational: a strong negative vote would likely prompt the Board and compensation committee to engage with shareholders and adjust program design; a strong affirmative vote will be treated as endorsement of current policies. Investors evaluating this proposal should weigh the stated pay-for-performance intent, recent bonus and restricted stock grant levels, the disclosure of compensation determination practices, and the Company’s governance structure when assessing alignment with shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | NEEDHAM INVESTMENT MANAGEMENT LLC | 4.29% | 800,000 | $11M |
| 2 | HUNTINGTON NATIONAL BANK | 3.56% | 663,588 | $9M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.14% | 586,675 | $8M |
| 4 | DRIEHAUS CAPITAL MANAGEMENT LLC | 2.64% | 491,854 | $6M |
| 5 | Stokes Family Office, LLC | 2.48% | 462,149 | $6M |
| 6 | BlackRock, Inc. | 2.28% | 425,705 | $6M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 1.64% | 306,892 | $4M |
| 8 | MACKENZIE FINANCIAL CORP | 1.43% | 266,358 | $3M |
| 9 | TWO SIGMA INVESTMENTS, LP | 1.33% | 248,661 | $3M |
| 10 | MARSHALL WACE, LLP | 1.33% | 247,613 | $3M |
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