Independent
Tenure on this board
22.0 yrs
12 nominees · 4 ballot items.
Vote to elect twelve directors; approve amendment to the 2025 Stock Incentive Plan to add non-employee directors as eligible participants; cast a non-binding advisory vote on executive compensation (say-on-pay); and ratify Baker Tilly US LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Elect twelve directors nominated by the Board to serve until the 2027 Annual Shareholders' Meeting or until their successors are elected and qualified.
Approve the First Amendment to the 2025 Stock Incentive Plan to permit non-employee directors to receive equity awards under the plan and cap aggregate annual equity-plus-cash compensation for non-employee directors at $150,000 (with committee exception for non-executive chair).
Proposal 2 requests shareholder approval of a targeted amendment to the Company’s recently adopted 2025 Stock Incentive Plan to expressly add non-employee directors as eligible participants and to impose an annual aggregate limit on equity-plus-cash compensation to non-employee directors. Management seeks this approval to permit the use of equity awards (principally restricted stock units and related full-value awards) in lieu of the longstanding cash retainer the Company historically provided for director share purchases. The amendment is framed to preserve governance safeguards: administration remains with the independent Compensation Committee, full-value awards are charged against the share reserve at a 3:1 fungible ratio, repricing is prohibited without shareholder approval, and an explicit $150,000 annual cap on combined equity and cash for non-employee directors is included (with an exception process for a non‑executive chair). The practical effect, if approved, would be to allow more efficient equity-based compensation for directors that aligns their interests with shareholders and can reduce cash outflows, while maintaining independent oversight and conservative plan mechanics. The board’s rationale emphasizes administrative efficiency and alignment—converting the existing $30,000 post-meeting cash director purchase program to an equity grant would simplify execution and encourage ownership. Key potential investor concerns include dilution (the plan already discloses available shares and historical usage) and governance safeguards around award sizing and independence; the amendment addresses these with the cap, committee administration, and limits on recycling and repricing. On balance, this proposal is a routine governance/compensation plan amendment that, if approved, will broaden participation modestly but with explicit structural limits intended to protect shareholders from excessive director pay or liberal repricing. The Compensation Committee and Board recommend a FOR vote, citing alignment with shareholder interests and retention needs for non-employee directors.
A non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables, and related narrative in the proxy statement.
Proposal 3 is the company’s annual, non-binding "say-on-pay" advisory vote asking shareholders to approve the disclosed compensation of the named executive officers. Management includes this vote to comply with Dodd-Frank/SEC requirements and to solicit shareholder feedback—while not binding, the Compensation Committee has committed to consider the vote’s outcome in future pay decisions. The company’s executive pay program combines base salary, a performance-based annual profit-sharing payment tied to budget and ROAA relative to peers, and time-based and performance-based equity awards (50/50 split) that vest over multi-year cycles and align with TSR and ROAA metrics. The Compensation Committee engages an independent consultant for benchmarking against peer banks and relies on clawback and recoupment provisions, profit-sharing funding rules, and other governance features to mitigate excessive risk-taking. The proxy discloses that the prior year’s advisory vote received about 98% support and that the Committee considered the result when shaping program design, signaling historical shareholder alignment with pay practices. Key analysis points for an investor: (1) the program emphasizes long-term alignment through restricted units and performance units tied to relative TSR and ROAA; (2) profit sharing uses clear funding tiers tied to budget and peer rankings; (3) compensation governance includes independent committee oversight and consultant input; and (4) the vote remains advisory but materially informs Board decisions. For a sophisticated evaluator, trade-offs include the degree to which pay is linked to absolute vs. relative performance, the size of potential equity dilution, and the effectiveness of recoupment and risk-mitigation controls. The Board recommends a FOR vote based on alignment, governance, and past shareholder support.
Ratify the selection of Baker Tilly US LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.67% | 1,260,378 | $29M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.20% | 1,155,697 | $26M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.33% | 963,954 | $22M |
| 4 | BlackRock, Inc. | 3.60% | 800,575 | $18M |
| 5 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 3.57% | 794,022 | $18M |
| 6 | AMERICAN CENTURY COMPANIES INC | 3.48% | 773,066 | $18M |
| 7 | STATE STREET CORP | 3.33% | 739,818 | $17M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 3.02% | 671,069 | $15M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.28% | 507,032 | $12M |
| 10 | De Lisle Partners LLP | 2.13% | 474,380 | $11M |
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