📄 What This Document Is

This is a DEF 14A, also called a "proxy statement." It’s like an invitation and instruction manual for Amalgamated Financial Corp.'s upcoming annual shareholder meeting. The company is legally required to send this to shareholders before the meeting so they can make informed voting decisions on key issues.

👉 Why it matters: It tells you what’s being voted on, who is running the company, how much they get paid, and gives you the details you need to cast your vote, even if you can't attend virtually.

🏢 What The Company Does

In simple terms, Amalgamated Financial Corp. (Nasdaq: AMAL) is the bank holding company for Amalgamated Bank. It’s a commercially focused bank with a mission-driven heritage, historically serving labor unions, progressive organizations, and their members. Think of it as a bank with a strong social purpose, not just a profit motive.

📅 Meeting & Voting Logistics

The annual meeting is a virtual-only event on May 20, 2026, at 9:00 a.m. ET. Shareholders can attend and ask questions online.

Key dates and numbers:

Record Date (March 26, 2026): If you owned shares by this date, you get to vote.
Outstanding Shares: 29,850,261 shares are eligible to vote.
Quorum Needed: Holders of over 14,925,131 shares (a majority) must be present to conduct business.

How to vote: You can vote by internet, by mail, or electronically during the meeting. If your shares are held by a broker (in "street name"), you must follow their instructions.

🗳️ The Three Big Votes

Shareholders will vote on three proposals. The Board recommends voting FOR all of them.

Proposal 1: Elect 13 Directors This is about who oversees the company. Shareholders get to vote on each of the 13 nominees to the Board. A director is elected if more votes are cast "FOR" than "AGAINST" them.
Proposal 2: Advisory Vote on Executive Pay (Say-on-Pay) This is a non-binding vote where shareholders can approve or disapprove of the compensation paid to the top executives. It’s a way for shareholders to signal their opinion on whether pay is aligned with performance.
Proposal 3: Ratify the Auditor Shareholders are asked to approve the selection of Crowe LLP as the independent accounting firm for 2026. This is a routine but important check on the company's financial reporting.

👥 Your Board of Directors & Management

The Board is the ultimate boss of the company. Here’s a look at who’s on it:

Key Composition: The Board has 13 members. Five are designated by Workers United, a major union, highlighting the bank's historical ties to the labor movement.
Leadership: Lynne P. Fox (Age 68) is the Board Chair and President of Workers United. Priscilla Sims Brown (Age 68) is the CEO and President, leading the day-to-day business.
Mix of Expertise: The board includes experts in banking (Mark Finser, Darrell Jackson), finance & audit (JoAnn Lilek, Scott Stoll), technology (Julieta Ross), marketing (Royce "Tony" Wells), and corporate governance (Meredith Miller).

Key Executive Officers (Beyond the CEO):

Jason Darby, Senior EVP & Chief Financial Officer (since 2021)
Sam Brown, Senior EVP & Chief Banking Officer (since 2022)
Tyrone Graham, EVP & Chief Human Resources Officer (since 2021)
Margaret Lanning, EVP & Chief Risk Executive (since 2026)

💼 Executive Compensation Deep Dive

The filing details how the top executives are paid, aiming to tie pay to performance and long-term company health.

Pay Mix for CEO (Priscilla Sims Brown, 2025):

Base Salary: $900,000
Bonus: $1,000,000
Stock Awards: $2,187,500
Option Awards: $0
Non-Equity Incentive Plan: $877,500
Other Compensation: $38,778
Total 2025 Compensation: $5,003,778

👉 Philosophy: A significant portion of pay is "at-risk," meaning it's tied to hitting specific financial and strategic goals (like return on assets and efficiency). The goal is to reward executives for growing the company sustainably, not just for short-term stock bumps.

⚖️ Big Picture: Strengths & Risks

👍 Strengths (What to like):

Mission-Driven Stability: Strong ties to its labor and union base provide a loyal, sticky customer foundation.
Experienced Leadership: A deep bench of executives and directors with decades in banking, finance, and risk management.
Clear Pay Alignment: The compensation structure heavily weights performance-based incentives.

⚠️ Risks & Considerations:

Interest Rate Environment: Like all banks, its profitability is sensitive to changes in interest rates set by the Fed.
Governance Influence: The board designation rights of Workers United, while part of the company's DNA, could be seen as a concentration of influence.
Performance Pressure: As a public company, it must constantly balance its social mission with the need to deliver competitive financial returns.

🔮 What's Next

Following the May 20, 2026 meeting, the elected directors will serve until the 2027 annual meeting. The approved auditor, Crowe LLP, will oversee the 2026 financials. Management will continue executing its strategy to grow the bank while adhering to its founding principles. The advisory vote on pay, while non-binding, will inform the Board's future compensation decisions.

🧠 The Analogy

Think of this proxy statement like the annual report card and parent-teacher conference for a family-owned business. Shareholders (the "parents") get a full report on the company's performance and the "teachers" (the Board and executives). They then vote on who gets to stay on the teaching staff (the Board), whether they approve of the teachers' bonuses (executive pay), and they check the credentials of the school's external inspector (the auditor).

🧩 Final Takeaway

This is your chance, as a shareholder, to have a voice in the oversight of Amalgamated Financial Corp. The key is to understand who is on the board, how they are paid, and then cast your vote on the three proposals. Your vote, whether for director elections or on pay, is a direct signal to the company's leadership about your priorities.

Amalgamated Financial Corp. — DEF 14A Filing