Not independent
Tenure on this board
4.6 yrs
5 nominees · 3 ballot items.
Vote to elect five directors, approve an amended and restated 2019 Omnibus Incentive Plan (increasing the share reserve and adding vesting and anti-repricing protections), and ratify Whitley Penn LLP as the Company’s independent registered public accounting firm.
Elect four Class A directors to serve until 2029 and one Class C director to serve until 2028, each until their respective successors are elected or earlier resignation or removal.
Approve an amendment and restatement of the 2019 Omnibus Incentive Plan to (i) increase the share reserve by 375,000 shares, (ii) add minimum vesting requirements, (iii) prohibit repricing and reload options, (iv) modify dividend and stock split treatment for restricted stock, and (v) make administrative changes.
This management proposal requests shareholder approval of an amended and restated form of the company’s 2019 Omnibus Incentive Plan, primarily to authorize an additional 375,000 shares for future equity awards and to codify governance enhancements. The amendment adds a minimum one‑year vesting requirement (with limited exceptions), expressly prohibits repricing and reload options without shareholder approval, and refines the treatment of dividends, stock splits and administrative matters. Management frames the request as essential to maintaining a competitive equity program to attract and retain employees and non-employee directors and to align participant incentives with long-term shareholder value. The board and Compensation Committee emphasize that the plan will be administered by independent directors and that it contains clawback and regulatory-capital protections to address bank-regulatory constraints. The filing notes that as of March 27, 2026 only ~36,627 shares remained available under the existing plan and that the requested increase is expected to support grants for approximately four years under current assumptions, while acknowledging that actual usage may vary. The proposal discloses a low historical burn rate and explains that without additional capacity the company might need to substitute cash for equity compensation, which could misalign incentives and increase cash expense. Management also discloses that directors and executives are potential beneficiaries of the plan, but the board concludes that shareholder value is best served by preserving an equity-based long-term incentive vehicle; the board recommends a FOR vote based on these retention, alignment and governance rationales.
Ratify the appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.59% | 595,291 | $23M |
| 2 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 2.98% | 494,913 | $19M |
| 3 | BlackRock, Inc. | 2.94% | 487,011 | $18M |
| 4 | KENNEDY CAPITAL MANAGEMENT LLC | 2.81% | 466,457 | $18M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 2.74% | 454,610 | $17M |
| 6 | AMERICAN CENTURY COMPANIES INC | 2.16% | 358,091 | $14M |
| 7 | STATE STREET CORP | 2.14% | 355,088 | $13M |
| 8 | BlackRock, Inc. | 1.89% | 313,326 | $12M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.57% | 260,688 | $10M |
| 10 | ALLIANCEBERNSTEIN L.P. | 1.53% | 254,483 | $10M |
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