Independent
Tenure on this board
5.1 yrs
8 nominees · 3 ballot items.
Election of 8 directors; advisory approval of 2025 named executive officer compensation (say-on-pay); ratification of RSM US LLP as independent auditors for 2026; and consideration of any other matters properly brought before the Annual Meeting.
Elect 8 directors to serve until the next annual meeting and until their successors are elected and qualified.
Nonbinding advisory vote to approve the 2025 compensation of the named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a nonbinding advisory vote to approve the Company’s 2025 executive compensation program as disclosed in the proxy statement, including base salary, annual cash incentives, and time- and performance-based restricted stock units (RSUs). Management is seeking shareholder approval as required under Section 14A of the Exchange Act and to gauge investor support for its pay practices. The proposal is contextualized by the Company’s emphasis on pay-for-performance, use of an independent compensation consultant (McLagan), peer-group benchmarking, and a mix of short-term and long-term incentives with significant at-risk compensation. The Compensation Committee highlights governance practices such as meaningful share ownership guidelines, clawback policy, and double-trigger change-in-control vesting to mitigate excessive risk-taking. The Board recommends a vote FOR, arguing the program aligns executives’ interests with stockholders and supports retention and performance, noting 97% prior support in 2025 and iterative compensation committee oversight. A sophisticated analysis should consider that the say-on-pay is advisory only, that the program’s performance metrics are relative to peers (ROE, efficiency ratio, nonperforming assets), and that compensation might still be influenced by the concentrated ownership of major institutional holders; thus investors will weigh demonstrated performance, pay-for-performance alignment, and risk controls when deciding their vote.
Ratify the Audit Committee’s reappointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 5.9% | 1,005,110 | $24M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 701,072 | $17M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 3.6% | 609,380 | $14M |
| 4 | BlackRock, Inc. | 3.3% | 564,181 | $13M |
| 5 | BlackRock, Inc. | 2.6% | 434,920 | $10M |
| 6 | WEST BANCORPORATION INC | 2.5% | 418,161 | $10M |
| 7 | Aptus Capital Advisors, LLC | 2.4% | 408,568 | $10M |
| 8 | STATE STREET CORP | 2.0% | 342,166 | $8M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 310,604 | $7M |
| 10 | FMR LLC | 1.8% | 307,987 | $7M |
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