Independent
Tenure on this board
22.7 yrs
3 nominees · 3 ballot items.
Shareholders will elect three directors, approve an advisory say-on-pay resolution, and ratify Forvis Mazars, LLP as the independent auditors for fiscal 2027.
Elect Rebecca M. Brooks, David L. McClain, and Mary Jane Judy to serve three-year terms expiring at the 2029 Annual Meeting.
Approve, on an advisory and non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
Proposal II asks shareholders to approve, on an advisory and non-binding basis, the compensation paid to the Company’s named executive officers. The resolution covers the compensation disclosure required under Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and related narrative discussion. The vote does not bind the Board and will not alter compensation already paid or awarded. Nevertheless, the Compensation Committee and Board may consider the voting outcome when setting future executive compensation. Management is seeking approval to obtain shareholder feedback on a compensation program that combines salaries, cash bonuses, stock options, performance-based restricted stock, retirement benefits, health benefits, and limited perquisites. The Company states that the program is intended to attract, motivate, and retain executives while linking compensation to Company performance and shareholder interests. Fiscal 2026 compensation decisions included salary increases for several named executive officers, performance-based bonuses, and equity awards, with scorecards incorporating profitability, growth, asset quality, efficiency, and individual-performance measures. The Compensation Committee also emphasizes risk alignment and retains discretion rather than using an automatic formula for bonus payouts. The Board recommends a vote FOR because it believes the program is deliberate, performance-oriented, competitive, shareholder-aligned, and designed to avoid imprudent risk.
Ratify the Audit Committee’s appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 4.01% | 441,624 | $34M |
| 2 | BlackRock, Inc. | 3.87% | 425,828 | $32M |
| 3 | RAFFLES ASSOCIATES LP | 3.83% | 422,306 | $32M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.79% | 417,015 | $32M |
| 5 | STATE STREET CORP | 3.26% | 358,893 | $27M |
| 6 | AMERICAN CENTURY COMPANIES INC | 3.21% | 353,437 | $27M |
| 7 | BlackRock, Inc. | 3.19% | 351,327 | $27M |
| 8 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 2.15% | 237,224 | $18M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.93% | 212,070 | $16M |
| 10 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 1.41% | 155,511 | $12M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.