Independent
Tenure on this board
9.4 yrs
12 nominees · 3 ballot items.
Election of twelve directors; advisory approval of Named Executive Officer compensation (say-on-pay); ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.
To elect twelve directors to serve until the next annual meeting.
A non-binding, advisory "say-on-pay" vote to approve the Company’s Named Executive Officer compensation as disclosed in the Proxy Statement.
Proposal asks stockholders to cast a non-binding advisory vote to approve the overall compensation of Named Executive Officers as described in the proxy. Management seeks shareholder endorsement to validate its compensation philosophy which ties pay to short-term and long-term performance through a mix of base salary, short-term cash incentives, and long-term equity awards with restrictive holding periods. Context includes strong prior-year approval (>97%), use of independent compensation consultant Korn Ferry, and specific plan features such as ROTCE override, project-focused long-term metrics, transfer-restrictions on equity awards (10 years), and caps on payouts. The Board recommends FOR, arguing these structures align executives’ interests with long-term shareholder value, mitigate excessive risk through holding requirements and caps, and reflect market-competitive positioning. Key governance considerations include the Company’s status as a controlled company and the Board’s decision to hold an annual advisory vote; potential shareholder concerns might focus on long holding periods and related-party governance given Rankin family influence. The Board will consider the vote results in future compensation decisions.
Ratify the appointment of EY as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AMERIPRISE FINANCIAL INC | 3.43% | 464,093 | $9M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 2.74% | 371,239 | $7M |
| 3 | Pacific Ridge Capital Partners, LLC | 2.54% | 344,109 | $7M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.21% | 299,994 | $6M |
| 5 | BlackRock, Inc. | 1.91% | 258,654 | $5M |
| 6 | BlackRock, Inc. | 1.47% | 198,708 | $4M |
| 7 | North Star Investment Management Corp. | 1.41% | 190,600 | $4M |
| 8 | AMERICAN CENTURY COMPANIES INC | 1.40% | 189,531 | $4M |
| 9 | Curbstone Financial Management Corp | 1.01% | 136,898 | $3M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.98% | 132,187 | $3M |
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