Independent
Tenure on this board
7.9 yrs
Also a director at
First Commonwealth Financial Corp (FCF)
11 nominees · 3 ballot items.
Elect eleven directors to the Board; ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2026; and approve, on an advisory non-binding basis, the compensation paid to the Company’s named executive officers (Say on Pay).
Elect eleven directors (Julie A. Caponi; Julie A. Courkamp; David R. Duncan; Thomas A. Gart; Patrick H. Hamill; Luke A. Latimer; Scott C. Mitchell; Ellen S. Robinson; Mark L. Smith; Scott C. Wylie; Joseph C. Zimlich) to serve until the 2027 annual meeting or until their successors are elected and qualified.
Ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Advisory, non-binding vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (commonly known as a 'Say on Pay' vote).
This advisory proposal asks shareholders to approve, on a non-binding basis, the overall compensation of the Company’s named executive officers as disclosed in the proxy statement. Management presents this vote to comply with Dodd-Frank and SEC rules and to give shareholders an opportunity to express support for the Company’s pay philosophy and implementation. The Company’s program emphasizes a mix of base salary, annual short-term incentives tied to operating EPS, pre-tax pre-provision income, gross revenues and other business metrics, time-based RSUs, multi-year performance stock units (PSUs) tied to operating EPS and, for the CEO, a TSR-based PSU, plus a special one-time PSU award for the CEO and COO conditioned on ambitious Operating EPS hurdles. The Board and Compensation Committee argue these elements align pay with performance, retain key executives and link substantial compensation to measurable financial outcomes, while including clawback provisions and consultant input to mitigate governance and risk concerns. From a governance perspective the vote is non-binding — the Board will consider the outcome but is not required to change compensation policies — and management highlights recent strong shareholder support (approximately 93% in favor at the 2025 say-on-pay) and use of an independent consultant as indicators of sound practice. Potential investor concerns include the scale and leverage of performance awards (e.g., Special EPS PSUs with upside to 600% and large one-time CEO PSU grants) and the combined Chairman/CEO role, which could raise alignment or oversight questions for some governance-focused investors. The Board’s rationale emphasizes oversight by an independent Compensation Committee, objective performance metrics, and risk controls, but sophisticated evaluators should weigh the aggressive upside of certain awards against historic shareholder approval, company performance trends, and governance structures that constrain excessive risk-taking. Ultimately, the proposal is framed as a mechanism for shareholders to endorse the design and outcomes of the Company’s executive pay framework rather than a binding instruction to management.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | North Reef Capital Management LP | 7.4% | 716,609 | $18M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 353,829 | $9M |
| 3 | BANC FUNDS CO LLC | 3.6% | 348,404 | $9M |
| 4 | ALGEBRIS (UK) LTD | 3.5% | 344,049 | $8M |
| 5 | BlackRock, Inc. | 3.4% | 333,603 | $8M |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 3.4% | 326,589 | $8M |
| 7 | JACOBS ASSET MANAGEMENT, LLC | 2.7% | 257,819 | $6M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.6% | 248,925 | $6M |
| 9 | PUNCH ASSOCIATES INVESTMENT MANAGEMENT, INC.Activist | 2.6% | 248,195 | $6M |
| 10 | ALLIANCEBERNSTEIN L.P. | 2.1% | 206,929 | $6M |
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