Not independent
Tenure on this board
21.4 yrs
3 nominees · 4 ballot items.
Elect three directors; Ratify appointment of S.R. Snodgrass as independent auditor; Advisory vote to approve executive compensation (say-on-pay); Advisory vote on frequency of say-on-pay votes (one, two, or three years).
Elect three directors each to serve a three-year term.
Ratify the appointment of S.R. Snodgrass, P.C. as independent auditor for fiscal year ending December 31, 2026.
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, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management is seeking shareholder approval to confirm support for its executive compensation policies and practices, and the Compensation Committee may consider the outcome when setting future pay arrangements. The proposal is required by the Dodd-Frank Act for smaller reporting companies at least once every three years and reflects the company’s desire for shareholder feedback on pay. The board recommends a vote FOR, arguing that the disclosed compensation is appropriate and consistent with company performance and governance. The vote is advisory and does not alter fiduciary duties or board discretion; abstentions and broker non-votes do not affect the result. The context includes the company's pay structure (cash bonuses tied to pre-tax profits and equity awards) and supplemental retirement agreements for the CEO, which may influence shareholder sentiment. The board’s recommendation emphasizes alignment with shareholder interests and the governance processes in place (Compensation Committee oversight). Potential investor considerations include SERP liabilities, pay-for-performance linkage, and the non-binding nature of the vote.
Non-binding advisory vote on whether the say-on-pay vote should occur every one, two, or three years.
This management proposal asks shareholders to select the frequency—one, two, or three years—of the company’s non-binding advisory say-on-pay vote. Management seeks shareholder input on this procedural governance question but recommends a triennial vote, arguing it provides sufficient time to evaluate the impact of any changes to executive compensation programs and reduces recurring costs. The board’s recommendation reflects both governance prudence and cost-consciousness. The proposal stems from SEC/Dodd-Frank requirements to solicit a frequency preference periodically. Because the recommendation is non-binding, the board will retain discretion, but it signals the board’s preference for longer intervals between say-on-pay votes. Investors may view the triennial recommendation as consistent with long-term strategic alignment but some shareholders may prefer more frequent accountability. The proposal's outcome could affect how often shareholders can formally voice compensation concerns.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Fourthstone LLC | 6.0% | 700,349 | $20M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.9% | 569,919 | $16M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 453,815 | $13M |
| 4 | BlackRock, Inc. | 3.3% | 384,638 | $11M |
| 5 | M3F, Inc. | 2.8% | 332,876 | $9M |
| 6 | Cutler Capital Management, LLC | 2.7% | 317,426 | $9M |
| 7 | Pacific Ridge Capital Partners, LLC | 2.5% | 293,439 | $8M |
| 8 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.2% | 263,046 | $7M |
| 9 | Rhino Investment Partners, Inc | 1.9% | 227,766 | $6M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 1.7% | 198,947 | $6M |
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