Independent
Tenure on this board
5.7 yrs
4 nominees · 4 ballot items.
Election of four directors; advisory Say-on-Pay vote on 2025 NEO compensation; ratification of Crowe LLP as independent auditors; approval of 2026 Employee Stock Purchase Plan (ESPP).
Election of four incumbent directors (Anthony J. Fabiano, Robert C. Patent, Maria Fiorini Ramirez, William Reinhardt) to serve three-year terms ending 2029.
Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers for 2025 as disclosed in the proxy statement.
Ratification of the Audit Committee’s appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Approval of a new 2026 Employee Stock Purchase Plan to allow eligible employees to purchase shares, with 250,000 shares reserved, offering periods and up to 10% payroll contributions, intended to qualify under IRC Section 423.
The Board seeks approval of a Section 423 ESPP to encourage employee ownership and support recruitment and retention. The plan reserves 250,000 shares, uses three-month offering periods, permits payroll deductions of 1–10% (up to $25,000/year limit under IRC Section 423), provides an exercise price equal to 85%–100% of fair market value at the exercise date, and deposits purchased shares into participant brokerage accounts with a 12‑month custody restriction before sale. Management emphasizes the plan will be implemented using open-market purchases to avoid dilution, will be administered by the Compensation Committee, and is designed to conform to tax-advantaged treatment under the Code.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 9.71% | 1,203,091 | $100M |
| 2 | Patriot Financial Partners GP II, L.P. | 6.17% | 764,884 | $64M |
| 3 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 4.72% | 584,633 | $49M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.05% | 501,559 | $42M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.52% | 436,019 | $36M |
| 6 | BlackRock, Inc. | 3.36% | 416,042 | $35M |
| 7 | BlackRock, Inc. | 3.19% | 395,213 | $33M |
| 8 | STATE STREET CORP | 3.09% | 383,556 | $32M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.67% | 331,439 | $28M |
| 10 | MILLENNIUM MANAGEMENT LLC | 2.61% | 323,889 | $27M |
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