Not independent
Tenure on this board
14.6 yrs
12 nominees · 3 ballot items.
Election of 12 directors; Ratification of appointment of Carr, Riggs & Ingram, LLC as independent registered public accountants for 2026; Advisory (non-binding) approval of executive compensation.
Elect 12 director nominees to serve until the 2027 Annual Meeting.
Ratify Carr, Riggs & Ingram, LLC as independent registered public accountants for the year ending December 31, 2026.
This management proposal asks shareholders to ratify the Audit Committee’s selection of Carr, Riggs & Ingram, LLC as the Company’s independent registered public accounting firm for fiscal year 2026. Management seeks shareholder ratification as a matter of good corporate governance and to signal shareholder support for the Audit Committee’s oversight. The Audit Committee’s evaluation emphasized the firm’s historical performance, PCAOB inspection reports, industry expertise in banking, the experience of the lead partner and audit team, fee reasonableness, and the benefits of continuity versus the time and cost of onboarding a new auditor. The board recommends a FOR vote, arguing Carr, Riggs & Ingram is independent and that ratification helps ensure continued auditor engagement; however, the Audit Committee retains the discretion to change auditors even if ratified. The proposal is routine in nature, focusing on auditor retention, and the recommendation reflects standard governance practice emphasizing auditor independence and operational continuity. Potential shareholder considerations include evaluating auditor tenure, audit quality, and fees; though management discloses audit and audit-related fees and emphasizes pre-approval policies to mitigate independence concerns.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory, non-binding approval of the Company’s executive compensation program as disclosed in the proxy materials. Management frames its compensation program to align pay with performance, focusing on competitive positioning, performance-based cash incentives and equity awards, and retention objectives. The Compensation Committee oversees pay, uses an independent compensation consultant (Willis Towers Watson), and benchmarks against a peer group. The board recommends a FOR vote, citing alignment with shareholder interests and prior strong shareholder support (≈96% in 2025). The vote is advisory but will inform future compensation decisions and the committee's approach to incentive metrics, governance practices such as clawbacks, and equity grant policies.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GENDELL JEFFREY L | 7.1% | 397,454 | $6M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.7% | 93,651 | $1M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 1.5% | 82,321 | $1M |
| 4 | REGIONS FINANCIAL CORP | 1.0% | 53,340 | $816K |
| 5 | Pinnacle Holdings, LLC | 0.9% | 52,872 | $809K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.8% | 45,494 | $696K |
| 7 | NORTHERN TRUST CORP | 0.6% | 34,697 | $531K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.6% | 30,862 | $472K |
| 9 | DIMENSIONAL FUND ADVISORS LP | 0.5% | 29,482 | $451K |
| 10 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.4% | 20,830 | $319K |
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