Independent
Tenure on this board
8.5 yrs
6 nominees · 3 ballot items.
Elect three directors (one for a two-year term, two for three-year terms), approve a non-binding advisory vote on named executive officer compensation, and ratify Wipfli LLP as the independent registered public accounting firm for 2026.
Elect one director for a two-year term expiring in 2028 (Daniel G. Guidry) and two directors for three-year terms expiring in 2029 (Paul J. Blanchet, III and Chris P. Rader).
Adopt a non-binding advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory, non-binding shareholder vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement. Management is seeking shareholder approval to confirm that the structure and level of executive pay—composed of base salary, discretionary annual cash bonuses tied to financial and strategic metrics, long-term equity awards (RSUs with five-year vesting), retirement/salary continuation agreements, and other benefits—are appropriate and aligned with shareholder interests. The proposal arises in the context of the Company’s Compensation Committee oversight, explicit pay-for-performance metrics (including return on average assets, efficiency ratio, adjusted diluted EPS, loan and deposit growth), and recent disclosures such as the Summary Compensation Table and Compensation Discussion and Analysis. The Board recommends a vote FOR, stating the compensation program incentivizes management to achieve both short- and long-term objectives, promotes retention through multi-year vesting schedules, and includes governance features such as a clawback policy. The vote is advisory and not binding on the Board, but the Board will review the voting outcome and consider it in future compensation decisions. Supporting context includes employment agreements and change-in-control/severance arrangements disclosed in the proxy, which the Board asserts are designed for retention and continuity and are subject to internal oversight and regulatory considerations. Given the Company’s modest size, the Compensation Committee also relies on peer and market data and believes the program targets market midpoints while providing upside for outperformance; the Board notes broker non-votes will be included in quorum determinations but will not be counted as votes cast on this non-routine matter.
Ratify the appointment of Wipfli LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.2% | 410,122 | $25M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 295,778 | $18M |
| 3 | BlackRock, Inc. | 3.3% | 262,457 | $16M |
| 4 | AMERICAN CENTURY COMPANIES INC | 2.4% | 186,588 | $11M |
| 5 | Crawford Fund Management, LLC | 2.1% | 161,459 | $10M |
| 6 | STATE STREET CORP | 2.1% | 161,269 | $10M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 140,219 | $8M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 1.5% | 116,741 | $7M |
| 9 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 1.5% | 113,963 | $7M |
| 10 | BlackRock, Inc. | 1.4% | 106,405 | $6M |
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