Independent
Tenure on this board
27.4 yrs
17 nominees · 3 ballot items.
Elect 16 directors for one-year terms; approve, on a non-binding advisory basis, the compensation of the named executive officers (Say-on-Pay); and ratify Elliott Davis, LLC as the Company’s independent registered public accountant for 2026.
Elect 16 directors to serve one-year terms until the 2027 Annual Meeting or until their successors are elected and qualified.
Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis and compensation tables in the proxy statement.
This advisory Say-on-Pay proposal asks shareholders to approve, on a non-binding basis, the overall compensation of the Company’s named executive officers as disclosed in the proxy statement. Management seeks approval to validate its executive pay program, which it frames as aligned with shareholder interests through a mix of base salary, discretionary annual bonuses, and equity-based awards that vest over multi-year periods. The Company emphasizes pay-for-performance features: annual incentives tied to company-wide metrics (net income, deposit and loan growth, charge-offs, non-performing assets, net interest margin and talent), and long-term equity awards linked to three-year cumulative metrics including tangible book value growth, cumulative charge-offs and total shareholder return. The board stresses risk mitigation features—clawback policy, no hedging, double-trigger change-in-control protections, limits on repricing options, and committee oversight—intended to prevent excessive risk-taking and align incentives with long-term shareholder value. The board also notes historic shareholder support (75% in favor at the 2025 say-on-pay) and states it will consider the advisory vote outcome when setting future compensation. Critics might point to discretionary elements (subjective evaluation of incentive components and discretionary bonus determinations) and the meaningful role of equity that can link pay closely to TSR, which may amplify volatility in reported “compensation actually paid.” The proposal is non-binding, so even if voted down, the board retains discretion but would be expected to reassess program design and engage with shareholders. Given the disclosures, the board recommends a FOR vote on the grounds that the program is competitive, performance-focused, and includes governance controls to limit undue risk.
Ratify the 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 | T. Rowe Price Investment Management, Inc. | 8.6% | 817,841 | $45M |
| 2 | FJ Capital Management LLC | 8.5% | 807,223 | $44M |
| 3 | ENDEAVOUR CAPITAL ADVISORS INC | 6.4% | 607,405 | $33M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 3.9% | 366,375 | $20M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 344,885 | $19M |
| 6 | BlackRock, Inc. | 3.1% | 288,449 | $16M |
| 7 | AMERIPRISE FINANCIAL INC | 2.9% | 271,243 | $15M |
| 8 | BlackRock, Inc. | 2.7% | 258,267 | $14M |
| 9 | Rhino Investment Partners, Inc | 2.2% | 210,121 | $11M |
| 10 | BANC FUNDS CO LLC | 1.8% | 171,655 | $9M |
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