Independent
Tenure on this board
36.4 yrs
2 nominees · 3 ballot items.
Election of two directors; advisory (non-binding) say-on-pay vote to approve executive compensation; and ratification of Baker Tilly US, LLP as independent registered public accounting firm.
Elect two directors (David S. Haddad, Jr. and Laura Lee Stewart) each to serve a three-year term expiring in 2029.
Non-binding shareholder vote to approve the compensation paid to the Company's named executive officers as disclosed in the proxy statement (a 'say-on-pay' vote).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation disclosed for the Company’s named executive officers (the 'say-on-pay' vote). Management is seeking shareholder approval to confirm support for its executive pay programs, which are designed to attract, retain and motivate senior executives and to align pay with the Company’s financial and strategic objectives. The proxy statement emphasizes that compensation is overseen by the Compensation Committee, ties pay to a mix of quantitative and qualitative performance goals, and includes annual bonus targets, deferred compensation, equity awards, and change-in-control protections. Management also highlights the vote’s advisory nature—while not binding, the Board will consider the outcome when evaluating future compensation decisions—and cites the prior year’s high approval rate (~97.8%) as evidence of shareholder support. Key governance context includes the Committee’s use of performance-based metrics, equity grant timing practices, and supplemental retirement/change-in-control arrangements for senior executives, all of which bear on potential agency risk and retention incentives. From a shareholder value perspective, the proposal tests investor sentiment on whether realized and potential pay outcomes are appropriately tied to metrics like net income, return on assets, and total shareholder return over the performance periods described. Opponents could argue that elements such as generous supplemental retirement plans, change-in-control protections, or discretionary adjustments (e.g., the Earnings Override Adjustment) create misaligned incentives or excessive payments in certain scenarios; proponents will point to multi-year vesting, performance thresholds, and the Compensation Committee’s oversight as mitigants. The Board’s recommendation to vote FOR is grounded in its judgment that the disclosed program supports long-term performance, retains experienced leadership during a period of regulatory and market complexity for community banks, and that shareholder feedback (from the prior high approval) validates the design. Institutional investors assessing the proposal should weigh the strength of performance linkage, the scale of potential severance/retirement benefits relative to company size, recent CEO actions (e.g., role changes), and historical shareholder support when forming a view on the alignment of pay and performance.
Ratify the Audit Committee’s appointment of Baker Tilly US, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Stilwell Value LLC | 15.98% | 410,019 | $18M |
| 2 | ALLIANCEBERNSTEIN L.P. | 7.01% | 179,871 | $8M |
| 3 | GRAHAM CAPITAL WEALTH MANAGEMENT, LLC | 4.23% | 108,616 | $5M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.02% | 103,156 | $5M |
| 5 | BlackRock, Inc. | 2.20% | 56,348 | $2M |
| 6 | KENNEDY CAPITAL MANAGEMENT LLC | 2.04% | 52,365 | $2M |
| 7 | Pacific Sage Partners, LLC | 1.41% | 36,191 | $2M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.40% | 35,819 | $2M |
| 9 | Oppenheimer Close, LLC | 1.27% | 32,645 | $1M |
| 10 | BlackRock, Inc. | 0.98% | 25,208 | $1M |
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