Independent
Tenure on this board
32.4 yrs
9 nominees · 3 ballot items.
Election of nine directors; a non-binding, advisory vote to approve named executive officer compensation (Say-on-Pay); and ratification of Elliott Davis, LLC as independent registered public accountants for 2026.
Elect nine director nominees (C. Jimmy Chao; Michael C. Crapps; Fred J. Deutsch; Jan H. Hollar; W. James Kitchens, Jr.; Jonathan W. Been; J. Ted Nissen; Thomas C. Brown; and Roderick M. Todd, Jr.) to the board, preserving the classified board structure and aligning terms following the Signature Bank of Georgia merger.
Advisory vote to approve, on a non-binding basis, the compensation of the company's named executive officers as disclosed in the proxy statement, including tables and narrative disclosures.
This management-sponsored proposal asks shareholders to cast a non-binding, advisory vote approving the overall compensation paid to the company's named executive officers as disclosed in the proxy statement. Management seeks shareholder affirmation to demonstrate support for its mix of base salary, performance-based annual cash incentives, time-based and performance-based restricted stock units, and other benefits that the compensation committee believes drive alignment between executive actions and long-term shareholder value. The proposal is presented pursuant to SEC rules implementing Dodd-Frank and is advisory in nature; the board and compensation committee state they will consider the vote's outcome when setting future compensation but are not legally bound by it. Contextual factors include the company’s recent merger activity and reconstituted board, the use of peer groups and external compensation consultants to set competitive pay ranges, and detailed performance metrics (efficiency ratio, net interest income, loan and deposit growth, return on average assets modifier, and multi-year PRSU metrics such as TSR, ROAE, and non-performing assets) that determine incentive payouts. The company emphasizes governance safeguards including clawback policy, stock ownership guidelines, and annual advisory frequency for say-on-pay votes, arguing these features mitigate excessive risk-taking and align pay with sustained performance. Opponents (not present in this filing) might argue that certain pay elements or change-in-control protections are excessive, but management points to audited performance results, peer benchmarking, and pay-for-performance outcomes (e.g., PRSU vesting and incentive payouts) as justification. The board recommends a FOR vote because it believes the compensation program is competitive, performance-oriented, and appropriately designed to retain leadership and promote long-term shareholder value, while retaining the flexibility to adjust programs in response to shareholder feedback. For sophisticated evaluation, key issues to assess include the degree of pay-performance alignment demonstrated by recent PRSU outcomes, the transparency of performance targets, potential conflicts from related-party employment, and the responsiveness of the board to prior say-on-pay outcomes.
Ratify the board-appointed selection of Elliott Davis, LLC as the company's independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Fourthstone LLC | 6.3% | 595,521 | $17M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 369,404 | $11M |
| 3 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 3.6% | 341,334 | $10M |
| 4 | ALLIANCEBERNSTEIN L.P. | 3.1% | 289,833 | $9M |
| 5 | Fifth Third Wealth Advisors LLC | 3.1% | 288,406 | $8M |
| 6 | BlackRock, Inc. | 2.4% | 227,716 | $7M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 2.0% | 189,541 | $6M |
| 8 | TWO SIGMA INVESTMENTS, LP | 1.7% | 156,628 | $5M |
| 9 | Hunter Perkins Capital Management, LLC | 1.6% | 153,059 | $4M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.6% | 147,999 | $4M |
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