Independent
Tenure on this board
11.5 yrs
10 nominees · 3 ballot items.
Elect ten directors; ratify KPMG LLP as independent registered public accounting firm for 2026; and approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers.
To elect each of the ten director nominees named in the Proxy Statement to serve until the 2027 Annual Meeting and until their successors are duly elected and qualified.
To ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the named executive officers as described in the Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and related material.
This non-binding advisory proposal asks shareholders to approve the Company’s 2025 executive compensation program as described in the Proxy Statement, including the Compensation Discussion and Analysis and the compensation tables. Management seeks shareholder approval to affirm its pay-for-performance framework, which the Compensation Committee believes aligns executive incentives with shareholder interests through a mix of cash annual incentives and equity-based long-term awards. The Company’s 2025 program emphasizes long-term equity (60% performance-based PSUs tied to three‑year tangible book value growth and return on tangible common equity relative to peers, with a TSR modifier, and 40% time‑based restricted stock), annual cash incentives tied to credit quality, ROA and efficiency ratio, and limited perquisites; the Compensation Committee also awarded one-time Special Equity Awards in February 2026 to support retention. The Board stresses that the vote is advisory and non-binding but will be considered by the Compensation Committee and the Board when setting future pay; historically the Company received strong shareholder support for its program (approximately 97.6% in favor in 2025). From a governance perspective, the Compensation Committee is independent and uses an independent consultant, peer benchmarking, share ownership guidelines and a mandatory clawback policy to mitigate inappropriate risk-taking and to align interests. Supporting management’s recommendation, the Board points to strong 2025 financial results (net income, TBV growth, ROTCE, ROA and TSR) as evidence that pay outcomes reflected company performance. Investors evaluating the proposal should weigh the alignment of metrics and payout design with long‑term value creation, the use of relative peer metrics and TSR modifiers, the one-time Special Equity Awards (size, vesting schedule and retention rationale), and the advisory nature of the vote — which provides shareholders influence but not direct control over compensation decisions. The Board recommends a vote FOR because it believes the program appropriately balances short‑ and long‑term incentives, rewards performance that grew shareholder value in 2025, and supports retention of the executive team necessary to execute strategy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.07% | 6,776,717 | $529M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.53% | 3,721,159 | $290M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.49% | 3,694,069 | $288M |
| 4 | North Reef Capital Management LP | 5.09% | 3,423,243 | $267M |
| 5 | STATE STREET CORP | 4.93% | 3,319,796 | $260M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.30% | 2,896,345 | $226M |
| 7 | Independent Advisor Alliance | 3.93% | 2,647,757 | $206M |
| 8 | BlackRock, Inc. | 3.11% | 2,090,415 | $163M |
| 9 | Invesco Ltd. | 2.81% | 1,890,991 | $147M |
| 10 | WELLINGTON MANAGEMENT GROUP LLP | 2.37% | 1,595,324 | $124M |
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