Financial Institutions (FISI) Proxy Filing summary

Executive summary

• 2024 featured significant strategic actions, including the sale of the insurance subsidiary, winding down Banking-as-a-Service, a public equity offering, and balance sheet restructuring, positioning for improved profitability in 2025 and beyond.

• The company faced challenges such as a deposit-related fraud event and a litigation settlement, but maintained focus on community engagement and sustainable growth.

• Board refreshment continued with the appointment of Angela Panzarella and nomination of Robert Schrader, while honoring the retirement of a long-serving director.

Voting matters and shareholder proposals

• Shareholders will vote on the election of five directors, an advisory say-on-pay vote, approval of the Second Amended and Restated 2015 Long-Term Incentive Plan, and ratification of RSM US LLP as independent auditor.

• Proxy materials are provided electronically to reduce costs and environmental impact.

Board of directors and corporate governance

• The roles of Chair and CEO are separated to enhance governance and focus.

• The board is majority independent, with a strong emphasis on diversity, refreshment, and skills alignment with strategic needs.

• Annual self-assessments and shareholder engagement are integral to governance practices.

• Stock ownership requirements, clawback provisions, and strict insider trading policies are enforced.