Financial Institutions (FISI) Proxy filing summary

Executive summary

• 2025 saw strong financial performance, with net income of $74.9M and net interest income of $200M, driven by a 2024 investment securities restructuring and public equity offering.

• Tangible common book value per share rose to $27.84, up 14% year-over-year, and will be incorporated into long-term incentive plans starting in 2026.

• The company increased its quarterly dividend by 3.2% and launched a share repurchase program, buying back 336,869 shares in Q4 2025.

• Strategic focus remains on disciplined community banking, profitability, and prudent risk management.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, approving executive compensation (say-on-pay), and ratifying RSM US LLP as the independent auditor for 2026.

• Shareholder engagement included outreach to holders representing 58% of outstanding shares, with feedback influencing compensation and governance practices.

• Proposals and voting instructions are provided online, by mail, or during the virtual annual meeting.

Board of directors and corporate governance

• The board is majority independent (92%), with ongoing director refreshment and two new nominees for 2026.

• Board committees include Audit, Executive, Management Development & Compensation (MD&C), Governance, Risk Oversight, and Technology & Data, all composed of independent directors.

• Separate Chair and CEO roles are maintained for effective governance.

• Director orientation, ongoing training, and annual self-assessments are emphasized.