Sector: Financials
MECHANICS BANCORP CLASS A · Meeting: May 28, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Eight Directors to the Board of Directors
Webb joined the board at the time of the September 2025 merger (less than 24 months ago), so he is exempt from the TSR performance trigger; he brings extensive banking and financial services executive experience and there are no overboarding, attendance, or independence concerns relevant to his non-independent role.
Downer joined as a director of the public company at the time of the September 2025 merger (less than 24 months ago), making him exempt from the TSR trigger; he has over 30 years of banking and financial services experience and no overboarding or attendance issues are noted.
Cochran joined the public company board at the time of the September 2025 merger (less than 24 months ago), exempting her from the TSR trigger; she is a Certified Public Accountant and former CFO, making her well-qualified as Audit Committee Chair, and there are no attendance or overboarding concerns.
Crowe joined the public company board at the time of the September 2025 merger (less than 24 months ago), exempting her from the TSR trigger; she has extensive banking industry executive and board experience and no attendance or overboarding issues are noted.
Douglas Downer joined the public company board at the time of the September 2025 merger (less than 24 months ago), exempting him from the TSR trigger; he has relevant investment management experience and there are no attendance or overboarding concerns.
Pellegrino has served since October 2019 (on the legacy HomeStreet board) giving her more than 24 months of tenure, but the company's 3-year price return of +194.1% far outpaces the QABA community bank index 3-year return of +73.7%, a gap of +120.4 percentage points in the company's favor — well above the 80-percentage-point threshold required to trigger a negative vote under the strong-positive-TSR category, so no TSR concern applies; she has strong financial services executive credentials and no attendance or overboarding issues.
Russell joined the public company board at the time of the September 2025 merger (less than 24 months ago), exempting him from the TSR trigger; he has deep banking and financial services experience including senior KPMG partnership and CEO roles, and while he serves on two other public company boards (Hilltop Holdings and First Acceptance Corporation, where he is CEO), the policy overboarding trigger for sitting CEOs fires at two or more outside public boards — Russell holds only the MCHB board seat as an outside director relative to his CEO role at First Acceptance, which is one outside seat, so the threshold is not breached.
Wilcox joined the public company board at the time of the September 2025 merger (less than 24 months ago), exempting him from the TSR trigger; he has relevant banking executive and board experience and there are no attendance or overboarding concerns.
All eight directors are recommended FOR. Seven of the eight directors joined the public company board at the closing of the September 2025 merger and are therefore exempt from the TSR performance trigger under the 24-month new-director exemption. The one longer-tenured director, Nancy Pellegrino, benefits from the company's exceptional 3-year stock outperformance of +120.4 percentage points versus the QABA community bank index, which far exceeds the 80-percentage-point threshold required to trigger a negative vote. No overboarding, attendance, independence, or qualifications concerns are identified that would warrant a negative vote on any nominee.
CEO
C.J. Johnson
Total Comp
$0
Prior Support
N/A
The compensation picture for fiscal year 2025 is unusual because this was the year of a major merger: CEO C.J. Johnson received zero reported compensation from the public company (he is paid through a management services agreement with a Ford Financial Fund affiliate), so there is no CEO pay to benchmark. The other active named executives — CFO Nathan Duda ($1,097,311 total) and Chief Credit Officer Scott Givans ($936,770 total) — received compensation that is reasonable for their roles at a community bank holding company of this size, with meaningful variable components including performance-based annual cash incentives and equity awards (restricted stock units) that vest over time, constituting over 50% of their total pay. The legacy HomeStreet executives (Mason, Michel, Endresen) received elevated totals in 2025 primarily due to one-time merger-related severance and change-in-control payments that are contractually required and non-recurring, not reflective of ongoing pay program decisions; the company also has a meaningful clawback policy in place compliant with SEC and Nasdaq rules.
Auditor
Crowe LLP
Tenure
N/A
Audit Fees
$3,589,000
Non-Audit Fees
$548,000
The non-audit fees (audit-related fees of $396,000 plus tax fees of $152,000, totaling $548,000) represent approximately 15% of core audit fees of $3,589,000, well below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire and the policy requires a FOR vote in the absence of confirmed tenure data. Crowe LLP is a large national accounting firm appropriate for a company of this size, and all services were pre-approved by the Audit Committee.
Meeting held May 28, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Douglas Downer | 100.0% | 197.0M | 107,895 | ✓ Elected |
| E. Michael Downer | 99.9% | 197.0M | 120,066 | ✓ Elected |
| Jon R. Wilcox | 99.9% | 196.9M | 205,432 | ✓ Elected |
| Nancy D. Pellegrino | 99.9% | 196.9M | 257,085 | ✓ Elected |
| Patricia Cochran | 99.8% | 196.7M | 417,859 | ✓ Elected |
| Kenneth D. Russell | 99.3% | 195.9M | 1.3M | ✓ Elected |
| Adrienne Y. Crowe | 99.3% | 195.7M | 1.5M | ✓ Elected |
| Carl B. Webb | 98.2% | 193.6M | 3.5M | ✓ Elected |
Broker non-votes: 2.6M
Say on Pay
For 196.1M · Against 330,525 · Abstain 709,505
Auditor Ratification
For 199.4M · Against 54,009 · Abstain 328,167
The 2026 Mechanics Bancorp annual meeting features three standard proposals: election of eight directors, an advisory vote on executive compensation, and ratification of Crowe LLP as auditor. All three proposals are recommended FOR — the director slate consists of recently joined, experienced banking professionals exempt from TSR scrutiny or supported by strong stock outperformance versus the QABA community bank index, executive compensation is reasonable given the unusual merger-year structure, and auditor fees are well within acceptable independence thresholds.
