Independent
Tenure on this board
7.4 yrs
10 nominees · 3 ballot items.
Shareholders will vote to elect ten directors, cast a non-binding advisory vote to approve executive compensation (Say-on-Pay), and ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for 2026.
Elect ten nominees to the Board to serve until the 2027 Annual Meeting.
Advisory approval of the compensation paid to the Company’s named executive officers as disclosed in this proxy statement (Say-on-Pay).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation disclosed for the Company’s named executive officers (a Say-on-Pay vote). Management is seeking shareholder approval to confirm that the design and outcomes of its executive compensation program are acceptable to investors and to provide the Board with feedback that may inform future compensation decisions. The Company emphasizes that its compensation program includes a mix of base salary, cash non-equity incentives tied significantly to relative ROA percentile and specific performance goals, and long-term equity incentives designed to align executives with shareholder value over time. The context includes recent strategic actions in 2025 — notably the acquisition of Cornerstone Community Bancorp and associated one-time items — which influenced incentive outcomes and required disclosure of incentive plan metrics and adjustments. The Board states that the program is reasonable compared with similarly sized peers and that incentive structures do not encourage excessive risk-taking, a conclusion supported by the Compensation Committee’s review of plan design and metrics. Because the vote is advisory, the Board will not be bound by the outcome but will consider the shareholder vote when evaluating future compensation arrangements, making the vote a reputational governance check on management practices. The Board recommends a FOR vote, arguing that the program aligns executive pay with company performance, retention needs (including change-in-control and post-employment arrangements), and long-term shareholder interests. Given the Company’s disclosed employment and change-in-control agreements, severance arrangements, and the substantial role of cash incentive pools tied to ROA percentiles, shareholders should view the proposal in the context of how incentives affected realized pay in 2025 and how they may influence future strategic decisions and risk-taking. The advisory nature of the vote means investors should weigh both quantitative outcomes (actual payouts, pay-versus-performance tables) and qualitative governance features (Clawback provisions, committee oversight, and equity vesting schedules) when assessing whether to support the proposal.
Ratify the Audit & Risk Committee’s appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 4.0% | 280,442 | $14M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 275,762 | $13M |
| 3 | Siena Capital Partners GP, LLC | 3.4% | 239,006 | $12M |
| 4 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 3.4% | 235,916 | $12M |
| 5 | BlackRock, Inc. | 3.2% | 219,955 | $11M |
| 6 | De Lisle Partners LLP | 3.1% | 213,186 | $10M |
| 7 | Fourthstone LLC | 2.1% | 148,183 | $7M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 130,526 | $6M |
| 9 | FMR LLC | 1.7% | 118,800 | $6M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.6% | 112,619 | $5M |
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