Not independent
Tenure on this board
0.9 yrs
4 nominees · 3 ballot items.
Election of four Class I directors; advisory vote to approve named executive officer compensation (say-on-pay); ratification of Plante & Moran, PLLC as independent registered public accounting firm for 2026.
Elect four Class I director nominees (Darin Campbell, Billy J. Lyons, Jr., Patti Temple Rocks, John Williams, Jr.) for terms expiring 2029.
A non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy materials. Management seeks endorsement to validate its pay practices which emphasize pay-for-performance through a mix of base salary, annual cash incentives tied to adjusted net income, asset quality and efficiency metrics, and long-term equity awards (TRSUs and PRSUs) with performance vesting. The Compensation Committee notes strong 2025 performance and a prior 94% favorable vote in 2025, using that as context to recommend support. The board recommends “FOR” because it believes the compensation structure aligns executives’ interests with shareholders, incorporates risk controls (caps, clawback policy, double-trigger change-in-control provisions), and uses independent consultant input. A “FOR” vote is advisory and non-binding but will be considered by the Compensation Committee in future pay decisions.
Ratify the appointment of Plante & Moran, PLLC as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 4.4% | 2,280,295 | $46M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 2,251,849 | $45M |
| 3 | BlackRock, Inc. | 3.8% | 1,961,267 | $40M |
| 4 | Davis Asset Management, L.P. | 3.5% | 1,800,000 | $36M |
| 5 | STATE STREET CORP | 3.1% | 1,599,302 | $32M |
| 6 | AMERICAN CENTURY COMPANIES INC | 3.1% | 1,590,943 | $32M |
| 7 | BlackRock, Inc. | 3.0% | 1,519,830 | $31M |
| 8 | FJ Capital Management LLC | 2.9% | 1,505,102 | $30M |
| 9 | Boston Partners | 2.7% | 1,373,035 | $28M |
| 10 | KENNEDY CAPITAL MANAGEMENT LLC | 2.5% | 1,268,490 | $26M |
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