Independent
Tenure on this board
1.4 yrs
Also a director at
Ncr Atleos Corp (NATL)Marinemax Inc (HZO)
11 nominees · 4 ballot items.
Elect eleven directors to serve until the 2027 annual meeting; approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (Say-on-Pay); ratify RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and transact any other properly presented business.
Elect the eleven director nominees named in the proxy statement to serve until the 2027 annual meeting of shareholders.
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 an advisory (non-binding) shareholder vote approving the Company’s named executive officer (NEO) compensation as disclosed in the proxy. Management seeks shareholder endorsement to reaffirm its pay programs and governance practices linking compensation to both annual and long‑term performance. The Company’s program emphasizes a mix of base salary, annual cash incentives tied to company and individual metrics, time‑based restricted stock units (RSUs) and performance‑based restricted stock units (PSUs) that use adjusted ROATCE relative to the KBW Regional Banking Index over a three‑year period with a TSR modifier, reflecting a combination of absolute and relative performance measures. Recent plan design changes described in the proxy include reducing subjective “key initiatives” weighting in the annual incentive, maintaining clawback and stock ownership guidelines, and using ROATCE plus a TSR modifier for PSU awards to better align pay with sustained shareholder value. The Board also points to active shareholder engagement and past strong support for say‑on‑pay (e.g., prior approvals) as context for seeking continued endorsement. The vote is advisory only, so while it will not directly change pay arrangements, the Compensation Committee states it will consider shareholder feedback in future program design and make adjustments where warranted. Company‑specific context includes an executive leadership transition in late 2025 (departure of the former CEO and appointment of an Interim CEO), recent cost and credit actions that affected 2025 results, and ongoing investor outreach; these factors may influence shareholders’ assessment of the appropriateness of pay outcomes. The Board’s rationale for recommending FOR is that the program balances retention, long‑term alignment with shareholders and risk‑mitigating governance features, but shareholders should weigh the program design, realized payouts (including severance and transition payments disclosed for certain departures), and recent company performance when casting their advisory vote.
Ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Transact such other business as may properly come before the meeting or any adjournments thereof.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 8.9% | 3,504,406 | $77M |
| 2 | Patriot Financial Partners GP II, L.P. | 5.7% | 2,257,283 | $50M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 1,773,023 | $39M |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 4.3% | 1,676,152 | $37M |
| 5 | BlackRock, Inc. | 3.6% | 1,402,798 | $31M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.4% | 1,340,653 | $30M |
| 7 | North Reef Capital Management LP | 2.9% | 1,160,488 | $26M |
| 8 | STATE STREET CORP | 2.9% | 1,137,121 | $25M |
| 9 | BlackRock, Inc. | 2.4% | 959,496 | $21M |
| 10 | UBS Group AG | 2.2% | 875,721 | $19M |
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