The CEO received total compensation of $2,109,337 in 2025, which is reasonable for a CEO of a $1.1 billion market cap community bank; base salary of $543,400 represents approximately 26% of total compensation, with the remaining 74% being performance-based variable pay (cash incentive of $1,019,364 and stock awards of $514,272), comfortably exceeding the 50-60% variable pay requirement. The annual cash incentive plan uses multiple measurable financial metrics including net income, asset quality, efficiency ratio, and lines of business income with clear threshold and target levels, and payouts reflected strong 2025 performance — adjusted net income of $91.6 million exceeded the $81 million target. The company earned 97% shareholder support at the last Say on Pay vote in 2023, the stock has outperformed the community bank benchmark QABA over three years, and the company has a meaningful clawback policy in place, all of which support a FOR vote.

Non-audit fees (audit-related fees of $45,903 plus other fees of $18,700 totaling $64,603) represent approximately 10.4% of audit fees of $622,250, well below the 50% threshold that would raise independence concerns. Forvis Mazars has served since July 2005, giving a tenure of approximately 20 years, which is below the 25-year threshold that would trigger a negative vote. No material financial restatements were identified, and Forvis Mazars is a large national firm appropriate for a $1.1 billion market cap company.