Independent
Tenure on this board
0.9 yrs
11 nominees · 3 ballot items.
Elect eleven directors; an advisory (non-binding) say-on-pay vote to approve the Company’s executive compensation programs as disclosed in the proxy; and a non-binding advisory ratification of the appointment of Plante Moran, PLLC as the Company’s independent registered public accounting firm for 2026.
Elect eleven nominees to the Board of Directors to serve until the 2027 Annual Meeting.
Advisory (non-binding) vote to approve the Company’s executive compensation programs as disclosed in the Compensation Discussion and Analysis, accompanying tables, and narrative disclosure in the proxy statement.
This non-binding management proposal asks shareholders to endorse the Company’s executive compensation programs as described in the Compensation Discussion and Analysis, accompanying compensation tables, and related narrative disclosures. Management is seeking shareholder approval primarily to confirm support for the pay-for-performance framework used by the Compensation Committee, which includes base salary, cash-based annual incentives tied to Bank ROA and Company EPS, and long-term restricted stock awards with three-year cliff vesting, as well as other benefit arrangements and change-in-control/severance protections. The Company frames its program as designed to attract and retain qualified executives, align pay with corporate performance and shareholder return, and to limit incentives for imprudent short-term risk by emphasizing ROA and long-term equity. The Compensation Committee uses peer group benchmarking, an independent advisor in some cases, and quantitative and qualitative performance appraisals to set pay and incentive targets; the CD&A documents these practices and the rationale for the committee’s decisions. The Board’s stated rationale for recommending FOR is that the Committee concluded the programs are reasonable and not excessive and that the prior advisory vote in 2025 showed strong shareholder support, reducing the need for material changes. The Company also highlights governance safeguards including a clawback policy, annual review of peer comparisons, and disclosure of employment and change-in-control arrangements (notably the CEO’s 2024 employment agreement). Because the vote is advisory, approval will not bind the Board but may influence future compensation design and disclosure; management commits to evaluating the vote outcome and making changes if shareholder concerns are indicated. For investors evaluating the proposal, key considerations include the alignment of incentive metrics (ROA and EPS) with long-term shareholder value, the size and structure of long-term equity grants and severance protections, and the degree of transparency and independent benchmarking underpinning pay decisions.
Non-binding advisory vote to ratify the Audit Committee’s selection of Plante Moran, PLLC as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.88% | 534,738 | $14M |
| 2 | BlackRock, Inc. | 3.52% | 485,146 | $12M |
| 3 | Goelzer Investment Management, Inc. | 2.39% | 328,604 | $8M |
| 4 | BlackRock, Inc. | 2.38% | 327,710 | $8M |
| 5 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 2.11% | 290,620 | $7M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.91% | 263,623 | $7M |
| 7 | STATE STREET CORP | 1.63% | 224,338 | $6M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 1.49% | 205,062 | $5M |
| 9 | RAYMOND JAMES FINANCIAL INC | 0.97% | 134,082 | $3M |
| 10 | Mendel Money Management | 0.89% | 123,078 | $3M |
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