Independent
Tenure on this board
4.8 yrs
3 nominees · 3 ballot items.
Elect three directors for three-year terms; ratify Forvis Mazars as independent registered public accounting firm for fiscal year 2026; and a non-binding advisory "say-on-pay" vote to approve named executive officer compensation.
Elect three directors (Timothy L. Claxton, Gaylyn J. Finn, and Sue A. Strausbaugh) each to serve a three-year term expiring in 2029.
Ratify the Audit Committee’s appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement. Management is presenting the say-on-pay vote pursuant to Dodd-Frank and SEC rules to solicit shareholder feedback on executive pay practices; the Board and Compensation Committee view the advisory vote as an important indicator of shareholder sentiment though it is not binding. The proxy discloses the Company’s compensation philosophy, highlighting a mix of base salary, annual cash incentives tied to performance metrics (e.g., ROA, diluted EPS, efficiency ratio), long-term equity awards (restricted shares with multi-year vesting), and supplemental retirement/change-in-control protections for certain executives. Management emphasizes alignment of pay with performance and peer benchmarking (via Blanchard Consulting Group), noting historical shareholder support (91.74% in favor at the 2025 meeting) and that incentive structures include safeguards such as a clawback policy and minimum net income “circuit breaker” for payouts. The Board recommends a FOR vote, arguing that the compensation program promotes retention, aligns executives with shareholder interests, is competitive relative to peers, and does not encourage excessive risk-taking due to oversight and risk-management reviews by the Compensation Committee and other board committees. While the vote is advisory and will not bind the Board, management commits to considering the outcome in future compensation decisions. Shareholders should weigh the program’s demonstrated alignment features and governance controls against any concerns about levels of pay, change-in-control and SERP benefits, and the relative weighting of equity versus cash; the Company’s pay-versus-performance disclosures and historical results provide context for that evaluation. Overall, the proposal reflects routine shareholder oversight of executive pay and the Board’s rationale centers on alignment, market competitiveness, and governance safeguards.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 7.5% | 470,502 | $10M |
| 2 | Cutler Capital Management, LLC | 6.2% | 390,137 | $8M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.7% | 297,734 | $6M |
| 4 | STRATEGIC VALUE BANK PARTNERS LLC | 4.4% | 274,163 | $6M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 2.9% | 183,857 | $4M |
| 6 | BlackRock, Inc. | 2.9% | 179,490 | $4M |
| 7 | Petiole USA ltd | 2.7% | 168,818 | $4M |
| 8 | Pinnacle Holdings, LLC | 2.5% | 156,910 | $3M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 118,237 | $2M |
| 10 | BlackRock, Inc. | 1.6% | 100,544 | $2M |
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