Independent
Tenure on this board
33.4 yrs
Also a director at
Energy Services Of America Corp (ESOA)
7 nominees · 3 ballot items.
Shareholders will vote to elect seven directors, approve an advisory (non-binding) say-on-pay resolution on executive compensation, and ratify EisnerAmper, LLP as the company's independent registered public accounting firm for the year ending December 31, 2026.
Elect seven nominees to the Board of Directors to serve until the next annual meeting and until their successors are duly elected and qualified.
An advisory, non-binding resolution asking shareholders to approve the compensation of the company's Named Executive Officers as disclosed in the Executive Compensation section of the Proxy Statement.
This advisory 'say-on-pay' proposal asks shareholders to approve, on a non-binding basis, the disclosed compensation of the company’s Named Executive Officers. Management is seeking shareholder approval to confirm its compensation decisions and to obtain a clear signal of shareholder support for its pay practices; although non-binding, the Board and the Compensation Committee state they will review the voting outcome and consider it when making future compensation decisions. The proxy disclosures show the CEO’s 2025 total compensation of approximately $464,421, discretionary cash bonuses awarded in 2025 (including a $40,000 bonus to the CEO), and an overall compensation approach that considers company financial performance, asset growth, and other discretionary assessments. Notably, the company reported a substantial net loss in 2025 (reported net loss of $58.35 million), which provides important context for shareholders evaluating whether pay outcomes are aligned with performance. The Compensation Committee did not engage an outside consultant in 2025 and used internal review and market comparisons within the company’s geographic market and asset-size peers to set pay. Given the discretionary nature of bonuses and that some performance criteria are set or finalized after year-end, shareholders may weigh the transparency of performance metrics and the linkage between pay and long-term shareholder returns. The Board’s recommendation to vote FOR emphasizes governance continuity and management's view that compensation reflects the company's strategic and operational considerations; however, the advisory nature means the Board retains discretion and is not legally bound by the result. In sum, the proposal offers shareholders an opportunity to express approval or disapproval of executive pay practices; a negative vote would signal dissatisfaction and would likely prompt further engagement between investors and the Board/Compensation Committee on pay design and performance alignment.
Ratify the Audit Committee's appointment of EisnerAmper, LLP as First Guaranty's independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.6% | 265,710 | $2M |
| 2 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.5% | 87,044 | $707K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.4% | 63,946 | $520K |
| 4 | CULLEN INVESTMENT GROUP, LTD. | 0.4% | 62,151 | $505K |
| 5 | Empowered Funds, LLC | 0.3% | 47,753 | $388K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.2% | 37,890 | $308K |
| 7 | MILLENNIUM MANAGEMENT LLC | 0.2% | 33,280 | $270K |
| 8 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.1% | 23,678 | $192K |
| 9 | STATE STREET CORP | 0.1% | 21,831 | $177K |
| 10 | COMMUNITY TRUST INVESTMENT CO | 0.1% | 17,383 | $141K |
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