Independent
Tenure on this board
16.4 yrs
5 nominees · 4 ballot items.
Election of five directors; advisory (non-binding) approval of executive compensation; approval of 2025 Employee Stock Purchase Plan; ratification of independent auditor; and other business as may properly arise.
Election of five director nominees: four for terms expiring in 2029 and one for a term expiring in 2027.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).
The proposal seeks a non-binding advisory endorsement of the company’s named executive officer compensation as disclosed in the proxy. Management is proposing this to fulfill SEC requirements and to obtain shareholder feedback on pay practices; the Compensation and Human Resource Committee will consider results when setting future pay. The Board recommends a “FOR” vote, citing independent oversight, benchmarking against peers, and ongoing monitoring of compensation practices. The vote is advisory only and does not change fiduciary duties; abstentions count as votes against. Passing would signal shareholder support and could validate current practices; failure could prompt engagement and potential changes to pay philosophy or specific programs. Given the company’s governance structures and that the committee is composed of independent directors, management expects support but will review any dissent. The context includes modest equity awards, cash incentives tied to performance, and post-2024 leadership changes which have affected compensation structure.
Approve the 2025 Employee Stock Purchase Plan, authorizing 200,000 shares for employee purchase at 95% of the lower of the beginning or ending offering period price.
Management seeks shareholder approval for the 2025 ESPP to authorize 200,000 shares and implement an employee purchase program under Section 423 of the IRC, with semi-annual offering periods and a purchase price at 95% of the lower of the first or last trading day of each offering. The Board frames the ESPP as a retention and alignment tool to attract and keep employees, and to enable employees to build ownership stakes through payroll deductions. The plan includes customary limits (800-share cap per offering, $25,000 annual limit per participant under IRC Section 423), administration by the Compensation and Human Resource Committee, and standard adjustment and tax provisions. If approved, the plan would impact equity dilution modestly and create potential tax-advantaged benefits for participating employees; management argues long-term shareholder value is supported via better employee alignment. The board recommends a “FOR” vote citing recruitment/retention benefits and Section 423 qualification, while noting the Board can amend or terminate the plan and that shareholder approval is required for tax-qualified features. The plan's mechanics (limits, offering periods, purchase discounts, vesting/transfer restrictions, and regulatory pre-approval clauses) are standard for small-cap bank ESPPs and present limited governance concerns, though investors may monitor aggregate dilution and potential timing of offerings relative to stock price volatility.
Ratify the appointment of Plante & Moran, PLLC as the Corporation’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.74% | 274,048 | $13M |
| 2 | MILLENNIUM MANAGEMENT LLC | 1.46% | 107,356 | $5M |
| 3 | BlackRock, Inc. | 1.35% | 98,966 | $5M |
| 4 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 1.29% | 94,742 | $4M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.89% | 64,909 | $3M |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.56% | 40,754 | $2M |
| 7 | MARSHALL WACE, LLP | 0.38% | 27,714 | $1M |
| 8 | HARBOUR INVESTMENTS, INC. | 0.37% | 27,021 | $1M |
| 9 | MARSHALL WACE, LLP | 0.34% | 25,229 | $1M |
| 10 | STATE STREET CORP | 0.30% | 22,052 | $1M |
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