Independent
Tenure on this board
15.4 yrs
2 nominees · 3 ballot items.
Elect two Class I directors; ratify Forvis Mazars, LLP as independent registered public accounting firm for 2026; and advisory (non-binding) approval of the Company’s named executive officer compensation (Say on Pay).
Elect two (2) Class I directors (Richard D. Campbell and LaDana R. Washburn) to serve until the 2029 annual meeting or until their successors are elected and qualified.
Ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (Say on Pay).
This management proposal asks shareholders to cast an advisory, non-binding vote to approve the Company’s disclosed named executive officer compensation (the Say on Pay vote). Management is seeking shareholder approval to validate its compensation philosophy and program — which it describes as designed to align pay with long-term strategic performance by combining base salary, annual cash incentives tied to profitability, efficiency and asset quality, and long-term equity incentives with vesting schedules intended to promote retention. The board recommends a vote FOR, arguing the program rewards long-term and strategic performance, uses peer and market data as reference points, and includes caps, clawback provisions and hedging prohibitions to limit excessive risk-taking. The proposal is non-binding, so while the board will not be legally compelled by the result, the Compensation Committee will consider the vote outcome when setting future pay policies and awards. Key contextual factors include the Company’s disclosure of specific target and maximum bonus opportunities for its named executive officers, detailed performance metrics and weightings (profitability, efficiency ratio, asset quality, and individual performance), and existing employment agreements that provide structured equity and severance terms for senior executives. The advisory nature of the vote also serves as a barometer of investor sentiment on governance and pay-for-performance alignment; a negative outcome could prompt the Compensation Committee to revise targets, disclosures, or plan design. Regulators and proxy advisory services typically focus on transparency, rigor of metrics, and the presence of risk-mitigating features — areas where the Company highlights caps, clawback policies, and committee oversight. For sophisticated evaluation, one should weigh the disclosed pay levels and severance/change-in-control protections against Company performance metrics (e.g., net income, efficiency, asset quality) and relative TSR/peer performance presented in the proxy to assess whether realized pay tracks long-term shareholder value creation. Overall, the proposal is a governance-focused request for shareholder input on executive compensation practices, with management seeking affirmation to continue its existing compensation framework and committing to consider shareholder feedback when making future adjustments.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 2.92% | 558,518 | $23M |
| 2 | BlackRock, Inc. | 2.60% | 497,522 | $21M |
| 3 | ACADIAN ASSET MANAGEMENT LLC | 2.57% | 491,442 | $21M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 2.22% | 424,402 | $18M |
| 5 | AMERICAN CENTURY COMPANIES INC | 2.14% | 409,848 | $17M |
| 6 | BlackRock, Inc. | 2.07% | 396,582 | $17M |
| 7 | STATE STREET CORP | 2.03% | 389,526 | $16M |
| 8 | JPMORGAN CHASE CO | 1.74% | 333,332 | $14M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.30% | 249,488 | $10M |
| 10 | TWO SIGMA INVESTMENTS, LP | 0.91% | 173,385 | $7M |
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