The prior Say on Pay vote received 90.28% support at the 2025 annual meeting, well above the 70% threshold that would require a response, and shareholders did not raise concerns during the 2025-2026 engagement cycle. The pay program is performance-oriented: incentive compensation (cash STIP plus time-vested and performance-vested equity LTIP awards) constitutes the majority of total pay, with the CEO's roughly $825,000 base salary representing less than 20% of his $4.2 million total compensation — comfortably below the 40% fixed-pay ceiling. The company discloses a meaningful clawback policy compliant with Nasdaq/Rule 10D-1 requirements, performance metrics include multi-year ROAA and TSR conditions on 50% of equity awards, and ORRF's 3-year total shareholder return ranked at the 100th percentile of its compensation peer group, directly aligning above-benchmark incentive payouts with exceptional shareholder outcomes.

The proxy filing does not include a fee table with specific audit and non-audit fee figures in the extracted text provided, and auditor tenure is not explicitly disclosed; per policy, the tenure trigger requires confirmed data to fire and the non-audit fee ratio trigger requires confirmed fee data, so neither trigger applies — the default FOR vote stands. Crowe LLP is a large national firm (top-ten public accounting firm) appropriate for a community bank with approximately $5.4 billion in assets and a market cap of $686 million, and the Audit Committee has affirmatively assessed Crowe's independence.