Not independent
Tenure on this board
7.1 yrs
4 nominees · 3 ballot items.
Three proposals: (1) election of four directors for three-year terms; (2) ratification of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for fiscal 2026; and (3) an advisory (non-binding) Say-on-Pay vote to approve the compensation of the named executive officers.
Elect four directors to the Board to serve three-year terms expiring in 2029.
Ratify the Audit Committee’s appointment of Yount, Hyde & Barbour, P.C. (YHB) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory, non-binding vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This is an advisory (non-binding) Say-on-Pay proposal asking shareholders to approve the compensation disclosed for the named executive officers. Management is seeking shareholder approval to affirm its compensation philosophy and program, which blends base salary, performance-based incentive bonuses, and restricted stock awards intended to align executive incentives with both short- and long-term shareholder value. The Compensation Committee uses quantitative and qualitative metrics—specifically company return-on-average-assets, non-performing assets to total assets, and the Bank’s total common equity to risk-based capital after stress-test losses—to determine incentive outcomes, and awards may be paid in restricted stock to emphasize long-term alignment. The filing notes governance safeguards including employment agreements with clawback provisions, restrictions on repricing, and the Company’s Clawback Policy and equity recoupment provisions under the 2019 Plan. Contextually, the Company reports that shareholders supported Say-on-Pay by over 82% at the prior meeting and selected annual advisory votes, and management highlights improved 2025 operating results (notably higher net income) as justification for recent incentive payouts. Potential investor concerns that bear on evaluation include the sizable increase in CEO compensation year-over-year and the existence of change-in-control and severance benefits in executive agreements; management responds by emphasizing Committee oversight, use of peer benchmarking and an independent compensation consultant, and risk-mitigating plan features. The Board recommends a FOR vote as a signal of continued shareholder support for its compensation design while acknowledging the advisory nature of the vote and that the Compensation Committee will consider the outcome in future decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ALLIANCEBERNSTEIN L.P. | 7.79% | 554,723 | $11M |
| 2 | BANC FUNDS CO LLC | 7.46% | 530,941 | $12M |
| 3 | Fourthstone LLC | 5.41% | 384,802 | $9M |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 4.96% | 352,706 | $8M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.24% | 301,487 | $7M |
| 6 | BlackRock, Inc. | 3.15% | 223,999 | $5M |
| 7 | FIRST MANHATTAN CO. LLC. | 2.64% | 188,108 | $4M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.20% | 156,812 | $3M |
| 9 | ACADIAN ASSET MANAGEMENT LLC | 1.88% | 133,976 | $3M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.76% | 125,277 | $3M |
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