Independent
Tenure on this board
11.2 yrs
2 nominees · 3 ballot items.
Elect two directors (Richard Salute and Craig Brunet); ratify RSM US LLP as independent auditors for 2026; and conduct an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers.
Elect two directors, Richard Salute and Craig Brunet, to serve on the Board until the 2029 annual meeting and until their successors are duly elected and qualified.
Ratify the Audit Committee’s selection of RSM US LLP as the Company’s independent registered accounting firm for the fiscal 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, including the Compensation Discussion and Analysis and accompanying tables.
This is an advisory (non-binding) 'say-on-pay' proposal asking shareholders to approve the Company’s disclosed executive compensation for its named executive officers. Management seeks shareholder approval to validate its compensation philosophy and practices, which emphasize base salary, discretionary annual bonuses, and equity-based Restricted Stock awards designed to align management incentives with long-term shareholder value. The proxy disclosure highlights elements such as base salaries, discretionary cash bonuses, equity awards under the 2023 Stock Incentive Plan, clawback provisions adopted in 2023, employment agreements with severance and change-in-control protections, and a pay-versus-performance table; the Board frames these as mechanisms to attract and retain senior talent while balancing short- and long-term incentives. The vote is non-binding, but the Board and the Nominating Committee state they will consider the outcome in future compensation decisions; the Company previously received strong say-on-pay support (~87% in 2025), which management cites as validation. From a governance perspective, issues investors may weigh include the CEO pay level and pay ratio (CEO total comp of $1,000,000 in 2025 and a disclosed CEO-to-median employee ratio of ~10.53), the use and amount of restricted stock grants and their vesting/acceleration provisions, contractual severance/non-renewal payments, and the presence of clawback policies and committee oversight. The Board’s recommendation emphasizes alignment with shareholder interests through equity ownership, committee review of compensation, and disclosure of pay-versus-performance metrics, while critics could argue that certain contractual protections and discretionary cash bonuses warrant closer scrutiny. Because the proposal is advisory, a negative outcome would not automatically change compensation but would likely prompt engagement between the Company and its shareholders and could lead the Board to modify practices; conversely, an affirmative vote supports management continuity and its stated compensation approach. Given the Company’s recent governance developments (conversion to a financial holding company, adoption of the 2023 Stock Plan, and updated employment agreements), the proposal should be evaluated in the context of those structural changes and the Company’s stated objectives of retention and long-term alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Patriot Financial Partners GP II, L.P. | 8.0% | 2,307,692 | $25M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 1,166,164 | $13M |
| 3 | BlackRock, Inc. | 3.4% | 967,652 | $11M |
| 4 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.0% | 869,454 | $10M |
| 5 | BlackRock, Inc. | 3.0% | 859,799 | $9M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 564,062 | $6M |
| 7 | AQR CAPITAL MANAGEMENT LLC | 1.9% | 553,345 | $6M |
| 8 | MARSHALL WACE, LLP | 1.8% | 532,811 | $6M |
| 9 | STATE STREET CORP | 1.8% | 517,702 | $6M |
| 10 | GOLDMAN SACHS GROUP INC | 1.6% | 461,995 | $5M |
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