Sector: Financials
CONNECTONE BANCORP INC · Meeting: May 19, 2026
Directors FOR
15
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
CEO and director since 2014; CNOB's 3-year total return of +78.9% outperforms the peer group median by +20.0pp, well below the 65pp threshold required to trigger a vote against under strong-positive TSR conditions, and the QABA community bank index by +18.5pp, also well below the 65pp ETF fallback threshold.
Bank President and director since 2023; joined within the past 24 months relative to the 3-year TSR measurement window, making her exempt from the TSR underperformance trigger, and no other policy flags apply.
Director since 2014 with strong finance and capital experience; CNOB's 3-year outperformance of the peer group by +20.0pp does not trigger the 65pp threshold under strong-positive TSR conditions, and no other policy flags apply.
Director since 2014 and Lead Independent Director; TSR performance does not trigger an against vote given CNOB's strong 3-year return outperforming peers, attendance is disclosed as at least 75%, and no overboarding or other flags apply.
Director since 2014 with legal and governance experience; no TSR trigger fires given CNOB's strong peer outperformance, attendance is compliant, and no other policy flags are present.
Director since 2014; the board has reviewed and determined his firm's engagement does not impair independence, no TSR trigger applies given strong outperformance, and no overboarding or attendance issues are disclosed.
Director since 2014 with real estate and business expertise; no TSR trigger fires, attendance is compliant, and no other policy flags apply.
Director since 2021 with community and healthcare perspective; no TSR trigger applies, attendance is compliant, and no other policy flags are present.
Director since 2018 with employment law and HR expertise; no TSR trigger fires given strong peer outperformance, attendance is compliant, and no other policy flags apply.
Director since 2024; joined within the past 24 months, making her exempt from the TSR trigger, and her compensation governance background is directly relevant to her committee roles.
Director since 2019 and a CPA serving as Audit Committee member, satisfying financial expertise requirements; no TSR trigger applies and no other policy flags are present.
Director since 2020 with legal and municipal governance experience; no TSR trigger fires given CNOB's strong performance relative to peers, and no overboarding or attendance issues are disclosed.
Director since June 2025, well within the 24-month new-director exemption from the TSR trigger; his deep banking industry background is directly relevant to ConnectOne's operations.
Director since June 2025, within the 24-month exemption period; his regulatory and governance background is relevant and no other policy flags apply.
Director since June 2025, within the 24-month exemption period; his extensive securities industry and financial services experience is well-suited to board service at a growing community bank.
All 15 director nominees receive a FOR vote. CNOB's 3-year total return of +78.9% outperforms the peer group median (+58.9%) by +20.0pp and the QABA community bank index by +18.5pp — both well below the 65pp threshold required to trigger against votes under the strong-positive TSR policy band. Three directors who joined in June 2025 (Becker, Haye, Quick) are exempt from the TSR trigger under the 24-month new-director rule. All directors attended at least 75% of meetings, no overboarding is identified, audit committee membership is financially qualified, and all committee members are appropriately independent.
CEO
Frank Sorrentino III
Total Comp
$4,399,936
Prior Support
84.1%%
CEO Frank Sorrentino III received total compensation of $4,399,936 in 2025, which is reasonable for a CEO of a regional bank that grew to over $14 billion in assets during the year following a transformative merger; prior Say on Pay support was a strong 84.1%, well above the 70% threshold that would require a corrective response. The pay mix is well-structured, with approximately 69% of CEO target pay at risk through performance-based annual incentives and equity awards, exceeding the 50-60% variable pay threshold, and 55% of long-term equity grants tied to measurable 3-year Core Return on Assets performance relative to an industry index. The company also maintains a meaningful clawback policy meeting NASDAQ requirements, robust stock ownership guidelines, and double-trigger change-in-control provisions, all of which represent sound compensation governance.
Auditor
Crowe LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose a fee table with audit and non-audit fee amounts, so the non-audit fee ratio trigger cannot be assessed — per policy, the tenure trigger also requires confirmed data and cannot fire without it; Crowe LLP is a large national firm appropriate for a $1.4B market-cap regional bank, and no material restatements are disclosed, so the default FOR vote applies.
The ConnectOne Bancorp 2026 annual meeting ballot presents a clean slate across the three standard proposals: all 15 director nominees earn FOR votes on the strength of CNOB's strong 3-year total return that comfortably outperforms both the compensation peer group and the QABA community bank index; the Say on Pay vote earns FOR based on a well-structured, majority performance-based pay program with strong prior shareholder support; and the auditor ratification defaults to FOR in the absence of disclosed fee data or other disqualifying factors. The only non-standard item is a new equity incentive plan (Proposal 2), which falls outside the scope of this policy version.
16 companies disclosed in 2026 proxy filing
