Independent
Tenure on this board
5.0 yrs
8 nominees · 3 ballot items.
Election of eight directors; Advisory (non-binding) vote to approve executive compensation (say-on-pay); Ratification of Forvis Mazars, LLP as independent registered public accounting firm for 2026.
Elect eight directors to serve until the next annual meeting.
Non-binding advisory vote to approve the compensation paid to the named executive officers for 2025.
The proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s 2025 executive compensation as disclosed in the proxy. Management seeks approval to validate its pay-for-performance approach, emphasizing that 2025 involved strategic balance-sheet actions (including the sale of $851 million of low-coupon loans) that reduced near-term earnings but strengthened capital and reduced interest rate sensitivity, resulting in no cash bonuses and forfeiture of PRSUs for NEOs. The Board recommends FOR, arguing that the executive compensation structure aligns incentives with long-term shareholder value by tying significant compensation to performance-based metrics and requiring share ownership and clawback provisions. The recommendation notes robust governance features—independent compensation committee, use of external consultant, multi-year performance metrics, and safeguards against excessive risk-taking (nonperforming assets gateway, claw-backs)—while acknowledging the advisory nature of the vote. Shareholders should view the vote in light of the Company’s strategic repositioning, recent performance outcomes, and long-term incentive structure when assessing whether compensation appropriately rewards management and aligns with company performance.
Ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | HEARTLAND ADVISORS INC | 4.42% | 384,900 | $8M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.17% | 363,571 | $7M |
| 3 | AEGIS FINANCIAL CORP | 4.06% | 354,261 | $7M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.86% | 336,248 | $7M |
| 5 | BlackRock, Inc. | 3.28% | 285,573 | $6M |
| 6 | BlackRock, Inc. | 2.92% | 254,205 | $5M |
| 7 | ACADIAN ASSET MANAGEMENT LLC | 2.48% | 216,353 | $4M |
| 8 | CSM Advisors, LLC | 2.20% | 191,384 | $4M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.09% | 182,358 | $4M |
| 10 | Simcoe Capital LLC | 1.97% | 172,092 | $4M |
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