Sector: Financials
AMALGAMATED FINANCIAL CORP · Meeting: May 20, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Ms. Fox has served as Board Chair since 2016 and brings substantial labor, legal, and organizational leadership experience; AMAL's 3-year price return of 158.3% outpaces the QABA community bank benchmark by +98.9 percentage points, far exceeding the 65pp threshold required to trigger a TSR-based concern, and no other policy flags apply.
Ms. Brown serves as President and CEO and has led the company since June 2021; AMAL's stock has significantly outperformed the QABA community bank benchmark over 3 years (+98.9pp gap versus 65pp threshold), and her qualifications in financial services leadership are well-established.
Ms. Bruce is an independent director with over 30 years of financial services experience; AMAL's strong TSR relative to QABA does not trigger any underperformance concern, all meetings were attended at or above the 75% threshold, and no other policy flags apply.
Mr. Finser is an independent director serving as Lead Independent Director with a background in social finance and banking; AMAL's 3-year TSR far exceeds the QABA benchmark, attendance requirements are met, and no policy flags apply.
Mr. Jackson is an independent director with over 35 years of financial services leadership experience; AMAL's TSR outperformance versus QABA is strong, meeting attendance is satisfactory, and no overboarding or other policy concerns are identified.
Ms. Kelly is a non-independent director designated by Workers United with over a decade of board service; she does not serve on the audit or compensation committee, AMAL's stock performance relative to QABA is strong, and no policy flags apply.
Ms. Lilek is an independent director serving as Audit Committee Chair with extensive CFO and banking experience that clearly qualifies her for audit oversight; AMAL's TSR outperformance versus QABA is strong and no policy concerns apply.
Ms. Miller is an independent director with deep corporate governance and investment management expertise; AMAL's 3-year return of 158.3% dramatically exceeds the QABA benchmark, and no overboarding, attendance, or other policy issues are present.
Mr. Romney, Sr. is a non-independent director and has served since 1995; the proxy discloses that his son, Edgar Romney, Jr., serves as the company's Executive Vice President and Chief Strategy and Administrative Officer, which is a familial relationship to senior management — however, Mr. Romney, Sr. is not designated as independent and does not serve on the audit or compensation committee, so the familial relationship does not violate any specific committee independence requirement, and AMAL's strong stock performance relative to QABA does not trigger a TSR concern, resulting in a FOR vote with this relationship noted.
Dr. Ross is an independent director who joined in November 2023 and brings extensive global banking technology experience; she is within the 24-month new-director exemption window for TSR purposes (joined November 2023, which is within 24 months of the April 2026 filing date), and no other policy flags apply.
Mr. SaLoutos was appointed in June 2025 and is therefore well within the 24-month new-director exemption from TSR accountability; he brings strong community banking and CFO credentials relevant to AMAL's business.
Mr. Stoll is an independent director who joined in November 2023 with over 36 years of financial services audit experience at Ernst & Young; he is within the 24-month new-director exemption window, qualifies as an audit committee financial expert, and no policy flags apply.
Mr. Wells was appointed in June 2025 and is well within the 24-month new-director exemption from TSR accountability; he brings marketing, digital transformation, and brand strategy experience relevant to the company's growth initiatives.
All 13 director nominees receive a FOR vote. AMAL's 3-year price return of 158.3% outpaces the QABA community bank benchmark (First Trust NASDAQ ABA Community Bank Index) by +98.9 percentage points, far exceeding the 65pp threshold required to trigger a TSR-based concern for any director. All directors attended at least 75% of meetings in 2025. No overboarding issues were identified. Mr. Romney, Sr.'s familial relationship with Executive Vice President Edgar Romney, Jr. is noted as a governance flag but does not require a vote against because Mr. Romney, Sr. is appropriately classified as non-independent and does not serve on the audit or compensation committee. Four newer directors (Dr. Ross, Mr. Stoll, Mr. SaLoutos, and Mr. Wells) are exempt from TSR review under the 24-month new-director rule.
CEO
Priscilla Sims Brown
Total Comp
$4,432,169
Prior Support
N/A
CEO Priscilla Sims Brown received total compensation of $4,432,169 in 2025, which is reasonable for the CEO of a $1.3 billion market cap community bank with strong financial performance. The pay mix is appropriate: base salary of $1,080,000 represents approximately 24% of total compensation, while the remaining 76% is variable (annual cash incentive of $1,060,000 and stock awards of $1,800,000), well above the 50-60% variable pay threshold required by policy. Pay-for-performance alignment is strong — AMAL's stock returned 158.3% over 3 years, outperforming the QABA community bank benchmark by nearly 99 percentage points, and the 2023 performance stock awards vested at maximum (150%) based on TSR ranking above the 75th percentile of peers and tangible book value growth of 13.85% versus a 13% maximum target. The company has a meaningful clawback policy in place that complies with SEC/Nasdaq requirements and covers both restatements and executive misconduct.
Auditor
Crowe LLP
Tenure
N/A
Audit Fees
$1,097,250
Non-Audit Fees
$198,975
The non-audit fees paid to Crowe LLP in 2025 were $198,975, which represents approximately 18% of the $1,097,250 in audit fees — well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so no tenure-based concern can be triggered under policy (which requires confirmed data). Crowe LLP is a large national firm appropriate for a $1.3 billion market cap community bank, and no material financial restatements were noted.
This is a straightforward annual meeting ballot with three proposals: director elections, say-on-pay, and auditor ratification. All three receive a FOR vote — AMAL's exceptional stock performance (158.3% over 3 years versus the QABA community bank benchmark's 59.4%) clears every TSR threshold for directors, the CEO's compensation is well-structured with over 75% variable pay tied to performance metrics that were largely achieved, and Crowe LLP's non-audit fee ratio of 18% is comfortably below the independence threshold.
