Independent
Tenure on this board
15.3 yrs
17 nominees · 3 ballot items.
Election of 17 directors; ratification of Forvis Mazars, LLP as independent registered public accounting firm for 2026; and an advisory (non-binding) Say-on-Pay vote to approve the compensation of the named executive officers.
Elect 17 director nominees named in the proxy to serve one-year terms until the 2027 annual meeting.
Ratify the Audit Committee and Board’s selection of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote asking shareholders to approve the executive compensation philosophy, policies and procedures and the compensation of the Company’s named executive officers as disclosed in the proxy.
This management-sponsored advisory proposal requests shareholder approval, on a non-binding basis, of the Company’s executive compensation philosophy, policies, procedures and the disclosed compensation of named executive officers. Management is seeking approval to confirm shareholder support for its compensation program and to provide the Compensation Committee and Board with feedback used in setting and overseeing compensation. The proposal follows the Company’s established practice of annual Say-on-Pay votes (consistent with shareholder preference expressed in 2023) and is positioned as advisory only, so it does not create binding contractual rights. The Board explicitly recommends a vote FOR and points to extremely high prior shareholder approval (99% in 2025) as evidence of alignment between pay and performance. The proxy highlights that the Compensation Committee uses multiple measures—budgeted net income, classified assets to capital and internal audit ratings—when linking pay to performance, and notes governance elements such as deferred bonus pools, caps on incentive payouts, and the committee’s independent oversight. Approving the proposal signals investor support for the Company’s mix of fixed and variable pay, its use of short- and long-term incentives, and the committee’s discretion in evaluating outcomes; a rejection would be a clear signal to the Compensation Committee to re-evaluate plan design, metrics, or disclosures. Although non-binding, the vote is a reputational governance metric that can influence future compensation design, disclosure practices, and shareholder engagement. Given the Company’s stated alignment of pay with performance and strong historical support, the Board recommends approval; investors evaluating the vote should weigh the program’s transparency, the specific performance metrics used, the presence of governance safeguards (e.g., deferred bonus pool, clawback/recovery policy), and past high approval rates in assessing whether the program appropriately incentivizes long-term shareholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.64% | 2,231,449 | $242M |
| 2 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 6.29% | 2,111,280 | $229M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.60% | 1,543,449 | $167M |
| 4 | STATE STREET CORP | 3.95% | 1,325,491 | $144M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.23% | 1,084,440 | $118M |
| 6 | BancFirst Trust Investment Management | 2.60% | 871,990 | $94M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 2.35% | 790,655 | $86M |
| 8 | BlackRock, Inc. | 1.83% | 616,264 | $67M |
| 9 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 1.43% | 478,809 | $52M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.37% | 459,714 | $50M |
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