PROPOSAL 1. ELECTION OF DIRECTORS
Leadership Experience
Definition:
Experience serving as CEO, CFO, chief accounting officer, chief operating officer, chief human resources officer, or other senior executive role with hands-on leadership experience in core management areas
such as strategic and operational planning and execution, financial reporting, compliance, risk management, cybersecurity, human capital, leadership development, and ESG.
Why we value this skill: This skill provides directors with a practical understanding of organizations, processes, strategic planning and
risk management to assess, develop and implement the companys strategy. Experience as a high-level executive provides the hands-on experience needed to obtain a practical understanding of complex
organizations like ours. We seek directors who have served in significant leadership positions and who possess strong abilities to motivate and manage others.
Nonprofit Board Experience
Definition: A
dedicated and significant commitment to community engagement through membership on multiple Boards of nonprofits or community organizations.
Why we value this skill: As a community bank, we are committed to creating a measurable impact in neighborhoods and communities across our geographic footprint and therefore value directors and nominees who seek out
opportunities for community engagement and have experience working on nonprofit boards or civic and charitable entities.
Public Board Experience
Definition: Past or present board member of another publicly-traded company.
Why we value this skill: Service on the boards of other public companies provides directors with an understanding of corporate governance
practices, trends and insights into board management, strong board and management accountability, protecting stakeholder interests, relations between the board, and senior management, agenda setting, and succession planning.
Regulated Industries/Government Experience
Definition: Knowledge and experience with legal and regulatory issues, compliance obligations and governmental policies.
Why we value this skill: Directors with experience in regulated industries and governmental sectors are vital in helping the company
navigate the complex and rapidly evolving legal and regulatory landscape in which we operate.
Risk Oversight Experience
Definition: Experience assessing and mitigating significant competitive, regulatory, legal, or technological risks across an enterprise.
Why we value this skill: The Board plays a key role in risk oversight and closely monitors administration of the companys
robust ERM Program. Therefore, we seek directors who can help identify, manage, and mitigate key risks, including cybersecurity, regulatory compliance, and human capital.
Strategic Development
Definition:
Experience developing and executing long-term strategic plans to encourage innovation and growth and managing the operations of a business or large organization.