Independent
Tenure on this board
1.4 yrs
11 nominees · 3 ballot items.
Elect eleven directors; approve a non-binding advisory 'say-on-pay' vote on named executive officer compensation; and ratify Baker Tilly US LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect eleven nominees to the Board of Directors to serve until the next annual meeting, or until successors are elected or mandatory retirement age.
Non-binding advisory 'say-on-pay' vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory vote (a 'say-on-pay') to approve the Company's disclosure of executive compensation for its named executive officers as presented in the proxy statement. Management seeks shareholder affirmation that the Company's pay practices, including base pay, annual cash incentives tied to corporate performance measures, and long-term equity awards, are appropriate and aligned with shareholder interests. The Company emphasizes that a significant portion of NEO compensation is at risk and tied to performance metrics such as asset quality, efficiency ratio, return on equity (adjusted for unrealized securities gains/losses), and quality loan growth, and that equity awards are used primarily for retention and alignment. The proposal is non-binding — the Board retains ultimate authority over pay — but management frames the vote as important feedback and commits to considering the outcome when setting future compensation. Contextually, the Compensation Committee uses external consultant benchmarking, discretion, and a mix of cash and equity to align pay with peer practices and company performance; recent proxy disclosures show retained approach following a strong 2023 say-on-pay result. A vote FOR would signal shareholder support for the current compensation philosophy and the plan metrics; a vote AGAINST or lower support could prompt the Compensation Committee to revisit plan design, weighting, or disclosures. There are limited governance controversies disclosed in the proxy regarding pay (no shareholder pay proposals), but the program includes change-in-control and severance arrangements and discretionary items that investors may scrutinize relative to performance and realized pay. Given the Committee’s stated use of performance metrics and prior high shareholder support, management expects a favorable outcome and highlights that the vote is being sought every three years per shareholders’ prior approval. Overall, the proposal asks shareholders to ratify the executive pay program as disclosed, while management commits to taking the advisory vote into account in future compensation decisions.
Ratify the Audit Committee’s appointment of Baker Tilly US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BANC FUNDS CO LLC | 1.43% | 234,181 | $4M |
| 2 | PL Capital Advisors, LLC | 0.23% | 38,325 | $609K |
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