Independent
Tenure on this board
3.7 yrs
12 nominees · 3 ballot items.
Election of twelve directors; advisory (non-binding) approval of named executive officer compensation (“say on pay”); and ratification of the independent registered public accounting firm (Yount, Hyde & Barbour, P.C.).
Elect twelve persons as directors of the Company to serve for one-year terms until the next annual meeting.
Non-binding shareholder vote to approve the Company’s named executive officer compensation disclosed in the proxy statement (a 'say on pay' vote).
This management proposal asks shareholders to cast an advisory, non-binding vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement. It is the standard 'say on pay' vote required by Dodd-Frank and SEC rules, intended to provide shareholders an opportunity to endorse or not endorse executive pay practices. Management is seeking approval to signal shareholder support for its compensation program, which includes base salaries, discretionary cash bonuses, awards of restricted stock units, supplemental retirement benefits and other customary benefits and perquisites described elsewhere in the proxy. The Board and the Compensation Committee explain that compensation is linked to firm performance through annual incentives and equity awards and that the Committee uses benchmarking and an independent consultant in setting pay. The proposal is non-binding; however, the Board states it will take the advisory vote result into account when considering future executive compensation arrangements. The company’s pay-versus-performance disclosure shows increases in both 'compensation actually paid' and net income in 2025, and management argues this supports alignment between pay and performance. Opposing arguments (not present in the filing) would typically focus on pay levels, retention of CEO-friendly arrangements (such as supplemental retirement and change-in-control protections), or weaknesses in performance alignment; management’s explicit counter-argument in the filing emphasizes program alignment, use of independent benchmarking, and the Compensation Committee’s oversight. For investors evaluating the proposal, key considerations include the magnitude and structure of CEO and other NEO pay (including supplemental retirement arrangements and change-in-control benefits), recent company financial performance and TSR, and the advisory nature of the vote which limits direct governance impact but provides important shareholder feedback to the Board.
Ratify the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Fourthstone LLC | 7.09% | 1,275,574 | $19M |
| 2 | ENDEAVOUR CAPITAL ADVISORS INC | 6.89% | 1,239,133 | $19M |
| 3 | ALLIANCEBERNSTEIN L.P. | 4.92% | 884,623 | $12M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.86% | 694,525 | $11M |
| 5 | BlackRock, Inc. | 3.12% | 562,023 | $9M |
| 6 | STATE STREET CORP | 1.72% | 308,671 | $5M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.63% | 292,606 | $4M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 1.55% | 279,391 | $4M |
| 9 | BlackRock, Inc. | 1.39% | 249,569 | $4M |
| 10 | BANC FUNDS CO LLC | 1.19% | 214,088 | $3M |
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