Independent
Tenure on this board
1.4 yrs
10 nominees · 3 ballot items.
Election of 10 directors; advisory approval of named executive officer compensation (Say-on-Pay); ratification of selection of Forvis Mazars, LLP as independent registered public accounting firm for 2026.
Elect 10 persons to serve as members of the Board of Directors until the 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified.
Advisory, non-binding vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.
This advisory 'Say-on-Pay' proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the company’s named executive officers as disclosed in the proxy materials. Management seeks this approval to validate its executive compensation program—designed around pay-for-performance principles that tie discretionary bonuses and incentives to company financial results and peer comparisons—thereby reinforcing alignment between executive pay and shareholder interests. The Compensation Committee oversees executive pay and engaged an independent consultant (Pearl Meyer) to benchmark pay practices; the committee emphasizes discretionary bonuses, long-term restricted stock units under the 2020 Omnibus Plan, and supplemental retirement benefits. The vote is advisory and non-binding, but the Compensation Committee will consider the outcome when setting future compensation. The Board recommends a vote FOR, arguing the program appropriately balances competitive pay, retention, and performance alignment, noting past strong shareholder support (86.5% approval in 2025). Risks include heavy reliance on discretionary cash bonuses and limited long-term equity relative to peers, which could dilute alignment with stock performance; management counters with use of restricted stock units and deferred compensation, and adoption of a clawback policy and employment agreements with change-in-control protections. The outcome affords investors a mechanism to influence pay philosophy and provides the board with feedback used to calibrate future compensation decisions.
Ratify appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 7.7% | 418,608 | $16M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 229,006 | $9M |
| 3 | GENDELL JEFFREY L | 4.0% | 217,763 | $9M |
| 4 | Fourthstone LLC | 3.6% | 194,918 | $8M |
| 5 | BlackRock, Inc. | 3.0% | 164,472 | $6M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 2.8% | 154,930 | $6M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.6% | 90,000 | $4M |
| 8 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 1.5% | 81,132 | $3M |
| 9 | BlackRock, Inc. | 1.4% | 78,193 | $3M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.1% | 60,852 | $2M |
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