Not independent
Tenure on this board
12.9 yrs
9 nominees · 4 ballot items.
Elect nine directors; ratify Deloitte & Touche LLP as independent auditors for 2026; advisory approval of named executive officer compensation (say-on-pay); and approve the Amended and Restated 2023 Omnibus Equity Incentive Plan (increase share reserve and extend plan term).
Elect nine director nominees to the Board to serve until the next annual meeting.
Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the Proxy Statement.
This advisory (non‑binding) proposal asks shareholders to approve the Company’s disclosed executive compensation for named executive officers as described in the Compensation Discussion and Analysis, compensation tables, and related narrative. Management is seeking this advisory endorsement to confirm shareholder support for its pay‑for‑performance design, which emphasizes a majority of incentive-based pay (annual AIP and multi‑year PSUs/RSUs) tied to financial metrics (e.g., NIDDA ratio, net interest margin), strategic objectives, and relative peer performance metrics. The Compensation Committee asserts these programs promote retention and align management incentives with long‑term shareholder value, citing 2025 outcomes where financial and strategic goals were met or exceeded and resulted in higher payouts. The Board recommends ‘‘FOR’’ to signal alignment between realized compensation and company performance and to continue the existing compensation framework. The vote is advisory and non‑binding, but the Compensation Committee commits to consider the result in shaping future compensation decisions and shareholder engagement. Material context includes high PSU/RSU weightings, multi‑year performance measurement, recent shareholder engagement showing support, and the Company’s stated governance safeguards (independent Compensation Committee, independent consultant, clawback/recoupment policy). Potential investor concerns—dilution from equity awards, settlement practices (cash vs. share settlement of PSUs), and the magnitude of payouts when multiple PSU cycles settle in the same year—are relevant factors for evaluators; management addresses some through disclosures and governance provisions. Given that the advisory vote informs but does not bind the Board, significant shareholder opposition would typically trigger engagement and potential changes; conversely, strong support reinforces continuation of current design and targets. Overall, sophisticated investors should weigh the alignment of metrics with strategic priorities, the level and timing of realized equity settlements, and governance protections when assessing whether to support the proposal.
Approve an amended and restated equity incentive plan to increase the share reserve by 1,500,000 shares and extend the plan termination date (with other updates and governance provisions).
This management proposal requests shareholder approval of an Amended and Restated 2023 Omnibus Equity Incentive Plan to (primarily) increase the share reserve by 1,500,000 shares and extend the plan termination date through May 21, 2036, while incorporating several governance and technical updates. Management seeks approval because historical grant practices and anticipated future equity needs indicate the current reserve is insufficient to support retention and incentive grants to employees and non‑employee directors over the next several years; the requested increment represents about 2% of outstanding shares as of March 31, 2026. The plan includes investor-friendly provisions—no evergreen automatic increases, a double‑trigger change‑in‑control acceleration (no single‑trigger vesting), prohibitions on repricing without shareholder approval, limits on non‑employee director aggregate compensation per board cycle, no liberal share recycling, and clawback/recoupment application—designed to mitigate governance and dilution concerns. Management also discloses quantitative metrics used to support the request (burn rates ~1.12% in 2025, potential overhang ~5.81% including the additional shares) and explains why the increase is reasonable relative to historical grants and expected future usage. Key risks for shareholders include incremental dilution, timing of large PSU settlements (the company settled two PSU cycles in 2025), and the potential for cash vs. share settlement of PSUs which affects realized dilution and cash flow — issues that the Compensation Committee addresses through policy and disclosure. The Board recommends approval to preserve the company’s ability to deliver market‑competitive equity compensation, align management and employee interests with shareholders, and maintain flexibility in executing long‑term incentive design; shareholders should weigh the governance protections, disclosed usage metrics, and expected benefits against the quantified dilution and overhang when evaluating the proposal. From an analytical perspective, the proposal appears to balance the company’s talent and retention needs with reasonable guardrails, but investors focused on dilution should monitor future burn rate, settlement practices, and whether realized payouts continue to align with sustained performance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.8% | 7,863,360 | $355M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.8% | 4,928,010 | $223M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.1% | 4,467,994 | $202M |
| 4 | STATE STREET CORP | 6.1% | 4,451,448 | $201M |
| 5 | HoldCo Asset Management, LP | 4.9% | 3,535,282 | $160M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 3,292,380 | $149M |
| 7 | AMERICAN CENTURY COMPANIES INC | 3.5% | 2,516,747 | $114M |
| 8 | Artemis Investment Management LLP | 3.1% | 2,217,272 | $100M |
| 9 | BlackRock, Inc. | 3.0% | 2,213,520 | $100M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 1,823,058 | $82M |
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