Not independent
Tenure on this board
6.3 yrs
9 nominees · 4 ballot items.
Election of nine directors; advisory (non-binding) approval of executive compensation (say-on-pay); approval of the 2026 Employee Stock Purchase Plan (ESPP); and ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2026.
Election of nine director nominees to hold office for one year until the 2027 annual meeting.
Non-binding advisory vote (say-on-pay) to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This advisory (non-binding) proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement. Management seeks affirmation of its pay programs—mix of annual incentive compensation (AIC) and long-term equity incentive compensation (LTIC) including PBRSUs and TBRSUs—designed to align executives with stockholder interests through metrics such as ROTCE, EPS, rTSR modifier and a balanced AIC scorecard incorporating financial and non-financial metrics. The Board recommends a FOR vote, citing strong stockholder engagement, historical high support (approximately 95% in 2025), and changes made to program design in response to feedback (e.g., addition of EPS metric and rTSR modifier to PBRSUs, AIC design changes). Management argues the program ties pay to both short-term and long-term performance, includes safeguards against excessive risk-taking (payout caps, multiple metrics, clawback, stock ownership guidelines), and that the CHCC reviewed and set targets with the assistance of an independent compensation consultant. A sophisticated evaluation should weigh the robust alignment features and governance protections against any potential concerns about payout generosity (e.g., 2025 AIC resulted in 142.95% payout) and the use of discretionary modifiers (DCF). The vote is non-binding but the Board intends to consider results in future compensation decisions.
Approval to adopt the 2026 ESPP, reserving 1,000,000 new shares plus remaining shares from the 2015 ESPP for employee purchase at a 15% discount, replacing the 2015 ESPP.
Management proposes adoption of the 2026 ESPP to replace the 2015 ESPP and add 1,000,000 shares to the plan reserve, plus any remaining shares under the 2015 ESPP. The plan features six-month offering periods with a purchase price of 85% of fair market value, participant payroll deductions from 1%–100% (or dollar amounts), eligibility generally for employees (approx. 6,000 as of March 25, 2026), and typical Section 423 compliance provisions. Management argues the ESPP encourages employee ownership, aligns interests, and supports retention. Analysts should consider dilution (1,000,000 shares plus carryforward), overlap with existing equity programs, the attractiveness of a 15% discount, and governance features such as limits per participant ($25,000 annual limit under Code Section 423), and the Committee’s discretion for non-U.S. sub-plans. The Board recommends a FOR vote.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.60% | 3,069,451 | $230M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 7.32% | 2,958,519 | $222M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.82% | 2,756,336 | $206M |
| 4 | Turtle Creek Asset Management Inc. | 6.02% | 2,431,102 | $182M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.63% | 1,869,385 | $140M |
| 6 | STATE STREET CORP | 4.37% | 1,764,783 | $132M |
| 7 | AMERICAN CENTURY COMPANIES INC | 4.04% | 1,631,621 | $122M |
| 8 | Allianz Asset Management GmbH | 2.90% | 1,171,507 | $88M |
| 9 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.73% | 1,103,584 | $83M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.54% | 1,026,410 | $77M |
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