Not independent
Tenure on this board
1.4 yrs
10 nominees · 3 ballot items.
Vote to elect four Class A directors, approve a non-binding advisory vote on 2025 executive compensation (Say-on-Pay), and ratify Crowe LLP as independent auditors for 2026.
Elect four nominees (Craig W. Best, G. Warren Elliott, Stanley J. Kerlin, Kimberly M. Rzomp) to Class A for three-year terms.
A non-binding advisory vote to approve the compensation paid to the Named Executive Officers for 2025 as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the Corporation’s Named Executive Officers for 2025 as disclosed in the proxy statement. Management is seeking approval to confirm that its executive pay philosophy—linking compensation to company performance, including net income versus budget and return on equity peer performance, and using both short-term cash incentives and long-term equity awards—has shareholder support. The company emphasizes that base salaries are set by reference to market salary surveys for comparable regional institutions and that incentive awards are tied to pre-established performance criteria and individual goals. The Compensation and Personnel Committee, composed entirely of independent directors, administers these programs and engaged an external consultant in 2025 to review compensation. The advisory vote is non-binding, but the Board and the Compensation Committee state they will consider the outcome when making future compensation decisions. The company frames its practices as designed to align executives’ interests with long-term shareholder value while maintaining retention and market competitiveness. Potential concerns for investors include whether performance metrics and payout opportunities adequately reflect long-term shareholder value and risk management, but the filing notes clawback provisions and performance-based vesting to mitigate misalignment. In recommending a FOR vote, the Board highlights the balance of cash and equity incentives, use of peer benchmarking, and governance oversight by independent directors as rationale for shareholder support.
Ratify the Audit Committee’s selection of Crowe LLP as Franklin Financial’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 183,415 | $9M |
| 2 | BlackRock, Inc. | 3.3% | 148,363 | $8M |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 85,023 | $4M |
| 4 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.7% | 75,439 | $4M |
| 5 | STATE STREET CORP | 1.6% | 71,939 | $4M |
| 6 | BlackRock, Inc. | 1.6% | 70,779 | $4M |
| 7 | Elizabeth Park Capital Advisors, Ltd. | 1.4% | 63,910 | $3M |
| 8 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 1.3% | 59,075 | $3M |
| 9 | AMERICAN CENTURY COMPANIES INC | 1.1% | 48,823 | $2M |
| 10 | GOLDMAN SACHS GROUP INC | 1.0% | 43,062 | $2M |
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