Independent
Tenure on this board
15.0 yrs
3 nominees · 3 ballot items.
Elect three directors (Kevin M. Lamont, Dr. Kenneth A. Phillips, and Jeffrey S. Gifford); ratify S.R. Snodgrass, P.C. as independent auditors for fiscal year ending December 31, 2026; and approve a non-binding advisory resolution (say-on-pay) to approve the compensation of the Company’s named executive officers.
Elect three director nominees—Kevin M. Lamont, Dr. Kenneth A. Phillips, and Jeffrey S. Gifford—for three-year terms.
Ratify the appointment of S.R. Snodgrass, P.C. as the Company’s independent auditors for the fiscal year ending December 31, 2026.
Non-binding, advisory resolution to approve the overall compensation of the Company’s named executive officers as described in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the overall compensation of the Company’s named executive officers, as described in the proxy statement’s executive compensation disclosure. Management is submitting this say-on-pay vote to solicit shareholder feedback on pay practices and to provide the Compensation Committee with a gauge of investor support for the Company’s compensation program. The Company’s compensation program includes base salary, annual cash incentives based on pre-defined performance criteria (a bonus pool tied to pre-tax earnings), long-term equity awards under the 2024 Equity Incentive Plan, and certain change-in-control and severance arrangements for senior executives. The Board underscores that the vote is advisory and not binding, but indicates that the Compensation Committee will take the vote outcome into account in future decisions and values constructive dialogue with shareholders. Relevant governance features discussed in the proxy include an Incentive-Based Compensation Recovery (clawback) Policy, detailed employment and change-in-control severance arrangements (including multi-year and multiple-of-salary treatments for certain executives), and disclosure of pay-versus-performance metrics and equity award adjustments. Key investor concerns likely to inform analysis include the size and structure of severance/change-in-control benefits, the balance of cash versus equity incentives, and the link between realized pay and company performance shown in the Pay vs. Performance table. Because the vote is advisory, approval would signal shareholder support for the Compensation Committee’s approach; a negative result would likely prompt the Board and Compensation Committee to engage with dissenting shareholders and consider adjustments to incentives, severance terms, or disclosure. The Board recommends a vote FOR, citing its belief in the appropriateness of the compensation program and its commitment to consider shareholder feedback in future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 6.9% | 750,791 | $22M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 428,058 | $13M |
| 3 | BlackRock, Inc. | 3.5% | 376,252 | $11M |
| 4 | BlackRock, Inc. | 2.1% | 233,175 | $7M |
| 5 | UBS Group AG | 2.0% | 217,266 | $6M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 202,613 | $6M |
| 7 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 1.6% | 175,061 | $5M |
| 8 | Bulldog Investors, LLPActivist | 1.6% | 170,000 | $5M |
| 9 | Cornerstone Wealth Group, LLC | 1.5% | 166,585 | $5M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.3% | 146,304 | $4M |
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