Independent
Tenure on this board
12.4 yrs
4 nominees · 3 ballot items.
Election of four directors; advisory (non-binding) approval of Named Executive Officers’ compensation (Say-on-Pay); and ratification of Wolf & Company as the independent registered public accounting firm for 2026.
Elect four nominees (Laura J. Benoit, Donna J. Damon, Lisa G. McMahon, Steven G. Richter) to the Board for three-year terms expiring in 2029.
Advisory (non-binding) shareholder vote to approve the Company’s executive compensation disclosure and overall compensation program for the Named Executive Officers as described in the proxy (Say-on-Pay).
This proposal asks shareholders to cast a non-binding, advisory vote approving the disclosed compensation of the Company’s Named Executive Officers (NEOs) as set forth in the proxy. The vote is required by Dodd-Frank/SEC rules but is advisory and does not alter contractual arrangements; however, the Compensation Committee and Board use the outcome to inform future pay decisions. Management frames this proposal as endorsement of a compensation program built to align pay with performance and shareholder interests: base salary, a Short-Term Incentive (STI) cash program tied to corporate metrics (net interest margin, expense ratio, pre-tax/pre-provision income, and nonperforming loans) and an annual Long-Term Incentive (LTI) program composed of time-based and performance-based restricted shares using ROAE and three-year cumulative EPS metrics. The Compensation Committee engages an independent consultant (Pearl Meyer), applies gating (minimum trigger of 80% of budgeted net income and satisfactory regulatory ratings), uses clawback/incentive recovery provisions, and enforces stock ownership guidelines to reinforce alignment and prudent risk-taking. Recent outcomes illustrate the program’s pay-for-performance features: 2025 STI payouts were funded and paid at ~134.3% of target following strong PTPPI and expense results, while certain multi-year LTI performance awards (the 2023 LTI) were forfeited when multi-year ROAE/EPS thresholds were not met, demonstrating downside discipline. The Board’s rationale for recommending support emphasizes that the plan balances short- and long-term incentives, retention and risk controls and that prior advisory votes have been supportive (approximately 95% support in 2025). From a governance and investor perspective, analysts should assess whether the selected metrics, exclusions and committee discretion produce appropriate risk-adjusted incentives, whether the mix of STI and LTI appropriately balances retention and pay-for-performance, and whether disclosure provides sufficient detail on adjustments, discretion and potential unintended incentives. Although the Board presents robust governance features (independent consultant, clawback policy, disclosure of targets and outcomes), the non-binding nature of the vote means shareholders must weigh whether these design features and recent compensation outcomes justify continued support or warrant dialogue with the Compensation Committee about metric construction, gating and transparency.
Ratify the Audit Committee’s appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 6.8% | 1,360,307 | $18M |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 5.0% | 1,000,762 | $13M |
| 3 | BlackRock, Inc. | 4.6% | 917,509 | $12M |
| 4 | STRATEGIC VALUE BANK PARTNERS LLC | 4.3% | 865,565 | $11M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 855,198 | $11M |
| 6 | ROYCE ASSOCIATES LP | 3.7% | 738,097 | $10M |
| 7 | AMERIPRISE FINANCIAL INC | 3.5% | 699,822 | $9M |
| 8 | BlackRock, Inc. | 3.0% | 605,534 | $8M |
| 9 | ACADIAN ASSET MANAGEMENT LLC | 2.7% | 553,214 | $7M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 340,192 | $4M |
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