Not independent
Tenure on this board
26.3 yrs
13 nominees · 3 ballot items.
Three proposals: (1) Elect 13 directors to the Board to serve until the 2027 annual meeting; (2) Non-binding, advisory approval of the compensation of the Named Executive Officers (Say-on-Pay); and (3) Ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for 2026.
Elect 13 director nominees to the Board of Directors, each to serve until the 2027 annual meeting and until a successor is duly elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement (Say-on-Pay).
This proposal requests a non-binding, advisory approval of the Company’s Named Executive Officer (NEO) compensation as disclosed in the proxy statement (a Say-on-Pay vote). Management seeks shareholder approval to reaffirm its compensation framework which combines base salary with performance‑based annual cash incentives and long‑term equity awards (50% PRSUs and 50% TRSUs in 2025 grants, with PRSUs tied to relative TSR and Adjusted Tangible Book Value growth). The annual incentive plan (AIP) uses corporate metrics—Core Earnings, Adjusted Core Efficiency Ratio, Growth of Non‑Time Deposits and Nonperforming Assets—to determine payouts, and individual performance adjustments also apply; LTIP PRSUs are measured on three‑year rTSR and Adjusted TBV growth. Management argues this mix aligns executives with stockholder interests, balances short‑term operational goals and long‑term shareholder value, and supports retention through multi‑year vesting and retention awards. The Board recommends a "FOR" vote and notes the vote is advisory and will be considered along with investor feedback when making future compensation decisions. Relevant context includes the Company’s continued use of performance metrics oriented to profitability, efficiency, deposit growth and credit quality, and the use of relative TSR to tie pay to peer performance; the proxy also discloses significant equity and retention awards and standard severance/change‑in‑control protections in employment agreements. A sophisticated evaluation should weigh the rigor of the performance targets (threshold/target/maximum levels disclosed), the multi‑year nature of PRSUs/ TRSUs, potential concerns such as the scale of CEO awards and severance provisions, and the fact that a negative shareholder vote is advisory only but would trigger board engagement on compensation practices.
Ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 4.4% | 1,324,149 | $51M |
| 2 | BlackRock, Inc. | 4.1% | 1,219,324 | $47M |
| 3 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 4.0% | 1,182,663 | $46M |
| 4 | BlackRock, Inc. | 3.2% | 954,359 | $37M |
| 5 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 2.8% | 840,108 | $33M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.8% | 821,593 | $32M |
| 7 | ALLIANCEBERNSTEIN L.P. | 2.5% | 751,424 | $24M |
| 8 | STATE STREET CORP | 2.5% | 748,934 | $29M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.2% | 667,004 | $26M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 493,353 | $19M |
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