Not independent
Tenure on this board
12.4 yrs
3 nominees · 3 ballot items.
Election of three Class II directors to three-year terms, ratification of Forvis Mazars, LLP as the Bancorp’s independent auditors for 2026, and a non-binding advisory “Say on Pay” vote to approve the named executive officers’ compensation.
Election of three directors (Benjamin J. Bochnowski, Robert E. Johnson, III, and Martin P. Alwin) to serve three-year terms expiring in 2029.
Ratify the appointment of Forvis Mazars, LLP as the Bancorp’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Bancorp’s Named Executive Officers as disclosed in the proxy statement, including the 2025 Summary Compensation Table and related disclosures.
This non-binding management proposal asks shareholders to approve the Bancorp’s executive compensation disclosures and the compensation of its Named Executive Officers as disclosed in the proxy statement and accompanying tables. Management seeks this advisory approval under the Dodd-Frank Act’s ‘‘Say on Pay’’ requirement to provide shareholders an opportunity to express their support for executive pay practices; although advisory, the Board and the Compensation and Benefits Committee will consider the vote’s outcome when setting future pay. The Bancorp’s compensation program combines base salary, an annual cash performance bonus tied to metrics (return on assets, earnings per share, and efficiency ratio), time-based restricted stock awards with three-year cliff vesting under the 2025 Omnibus Plan/Executive Incentive Plan, and a newly introduced performance share component tied to ROAA over a multi-year period to strengthen profitability alignment. Management emphasizes conservative practices (limited equity dilution, three-year vesting, adoption of a clawback policy, and prohibitions on hedging) and recent adjustments to base salaries and incentive payouts in response to 2024–2025 performance and market competitiveness. The proxy discloses that 2025 incentive payouts were lower (approximately 23% of target) after adjusting for certain non-core items and that the Compensation and Benefits Committee engaged an external advisor (Meridian) to benchmark pay and structure. The Board’s rationale for recommending a ‘‘FOR’’ vote is that the program aligns executives with long-term shareholder interests, incentivizes improved core profitability, and contains risk-mitigation features and governance oversight by independent directors. Stakeholders should note the vote is advisory, that the Bancorp conducts annual advisory frequency votes (previously voted to hold them every year), and that the Board intends to consider the vote outcome when reviewing future compensation designs. Given recent strategic actions (e.g., sale-leaseback gain in 2024 and securities sales in 2025) affecting reported results, the Board adjusted performance calculations for incentive payouts, which bears on assessments of the appropriateness of payouts and the alignment between pay and realized financial performance. Overall, the proposal reflects a management-led compensation framework focused on retention, gradual reintroduction of equity incentives after a conservative pause, and the addition of performance shares to further tie pay to multi-year profitability objectives.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ALLIANCEBERNSTEIN L.P. | 9.56% | 413,735 | $15M |
| 2 | PL Capital Advisors, LLC | 9.14% | 395,716 | $14M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.75% | 162,302 | $6M |
| 4 | Finward Bancorp | 3.04% | 131,560 | $5M |
| 5 | BlackRock, Inc. | 2.34% | 101,350 | $4M |
| 6 | ENDEAVOUR CAPITAL ADVISORS INC | 2.30% | 99,543 | $4M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.57% | 67,967 | $2M |
| 8 | GOLDMAN SACHS GROUP INC | 1.26% | 54,417 | $2M |
| 9 | STATE STREET CORP | 1.15% | 49,766 | $2M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 1.04% | 45,100 | $2M |
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