Independent
Tenure on this board
9.3 yrs
3 nominees · 3 ballot items.
Elect three directors (Kimberly A. Canady, Seth I. Michael, Brent A. Saunders); approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers (say-on-pay); and ratify the selection of Plante & Moran, PLLC as the independent registered public accounting firm for fiscal year 2026.
Election of three directors — Kimberly A. Canady, Seth I. Michael, and Brent A. Saunders — each for a three-year term expiring in 2029.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding management proposal asks shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management is seeking shareholder approval primarily to reaffirm its compensation philosophy and to respond to the Dodd-Frank mandated advisory vote on executive pay; while advisory, the Board uses the vote as feedback and states it will consider significant negative votes. The Company’s compensation program comprises base salary, discretionary bonuses tied to corporate and individual performance (with metrics including net income, average loans, efficiency ratio, and asset quality), retirement plans including SERPs, and other benefits; the Compensation Committee overseen by independent directors administers these programs and benchmarks pay using Payfactors. The Board emphasizes alignment of pay with performance, citing a prior say-on-pay result (82% approval in 2025) as evidence of shareholder support and noting that the Committee considered that vote in setting 2026 compensation. The proposal also sits within a governance context that includes risk-mitigation measures such as clawback policy, stock ownership and retention requirements for directors, and pre-approval of audit and non-audit services by the Audit Committee. Management frames the vote as consistent with attracting and retaining talent while avoiding incentives for excessive risk-taking, and the Board recommends a FOR vote as reflecting appropriate oversight and alignment of pay with long-term shareholder interests. Because the vote is advisory, it does not bind the Board or Compensation Committee, but a significant adverse vote would prompt the Board to evaluate shareholder concerns and potentially modify compensation practices.
Ratify selection 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 | Fourthstone LLC | 4.66% | 219,663 | $10M |
| 2 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 3.78% | 177,978 | $8M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.39% | 159,746 | $7M |
| 4 | BlackRock, Inc. | 2.69% | 126,880 | $6M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 1.95% | 91,924 | $4M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.57% | 74,167 | $3M |
| 7 | STATE STREET CORP | 1.25% | 59,037 | $3M |
| 8 | BlackRock, Inc. | 1.12% | 52,613 | $2M |
| 9 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.77% | 36,074 | $2M |
| 10 | Prosperity Consulting Group, LLC | 0.74% | 34,749 | $2M |
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