Independent
Tenure on this board
3.0 yrs
7 nominees · 3 ballot items.
Election of seven directors; advisory (non-binding) approval of 2025 named executive officer compensation; and ratification of Crowe LLP as independent registered public accounting firm for 2026.
Elect seven directors to serve one-year terms expiring in 2027 (seven nominees as listed in the proxy).
Non-binding, advisory approval of the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding proposal asks shareholders to approve, on an advisory basis, the Company’s disclosed 2025 compensation for its named executive officers (NEOs). Management seeks this advisory vote to confirm shareholder support for the HRCC’s compensation design, which combines base salary, annual cash incentives tied to bank and individual performance metrics, and equity-based awards (RSUs) intended to align executive incentives with long-term shareholder value. The HRCC and Board frame the program as balanced to motivate performance while discouraging excessive risk-taking and retaining key talent; they point to 2025 results and the structured bonus plan (with performance thresholds and clawback policies) as evidence of proper governance. Because the vote is advisory, it will not change contractual arrangements directly, but the Board has committed to consider the vote’s outcome when designing future compensation. The filing also notes that Proposal 2 is a non-routine matter on which brokers may not vote without instructions, so shareholder participation is important to reflect the investor base’s views. Management recommends a FOR vote and emphasizes oversight by the HRCC, the use of performance metrics (ROA, ROE, efficiency ratio) in bonus determinations, and existing policies (clawback, risk assessment) as supporting rationale. If shareholders do not approve the advisory resolution, the HRCC has stated it will consider the voting results and other factors in evaluating and designing future executive compensation programs.
Ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIVERSIFY WEALTH MANAGEMENT, LLC | 12.33% | 1,837,182 | $27M |
| 2 | ALLIANCEBERNSTEIN L.P. | 4.36% | 649,753 | $9M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.12% | 613,510 | $8M |
| 4 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 3.81% | 567,085 | $8M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.75% | 559,264 | $7M |
| 6 | BlackRock, Inc. | 2.84% | 423,180 | $6M |
| 7 | Truffle Hound Capital, LLC | 2.69% | 400,000 | $5M |
| 8 | Gator Capital Management, LLC | 1.77% | 263,413 | $4M |
| 9 | ACADIAN ASSET MANAGEMENT LLC | 1.71% | 255,375 | $3M |
| 10 | BlackRock, Inc. | 1.66% | 247,659 | $3M |
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