Independent
Tenure on this board
10.4 yrs
11 nominees · 3 ballot items.
Election of 11 directors; advisory approval of 2025 executive compensation (say-on-pay); and ratification of KPMG LLP as independent auditor for 2026.
Elect 11 nominees to the Board to serve until the 2027 Annual Meeting.
Advisory vote to approve the 2025 compensation of the company’s named executive officers as disclosed in the proxy statement.
The proposal asks shareholders to approve, on an advisory basis, the company’s disclosure of 2025 compensation for its Named Executive Officers (NEOs). Management seeks endorsement to validate its compensation design and outcomes, which emphasize pay-for-performance, a mix of cash and deferred equity (PSUs and RSUs), and significant long-term retention incentives—most notably a $25 million RSU grant and stock options to the CEO as a long-term transformation and retention award. The HRC Committee cites strong 2025 financial results (record revenue and net income, high ROTCE) and alignment of metrics like Adjusted ROTCE and relative TSR for PSUs, plus governance features such as clawbacks, minimum funding thresholds tied to capital ratios, and independent compensation advisors to justify the program. The proposal is advisory and non-binding; the Board will consider the vote in future compensation decisions. Company-specific context includes an extended CEO retention award to lock in leadership continuity after multiple prior CEO changes and a three-year PSU framework that produced high earned payouts for prior cycles; these features have generated strong stockholder support historically. Risks for investors include concentrated CEO retention pay tied to stock price, which could create sensitivity to market movement, and the non-binding nature of the vote; management counters with robust safeguards and continued investor engagement to demonstrate alignment.
Ratify appointment of KPMG LLP as independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 44,666,753 | $5.3B |
| 2 | STATE STREET CORP | 4.6% | 31,760,601 | $3.8B |
| 3 | BlackRock, Inc. | 3.6% | 24,656,074 | $2.9B |
| 4 | DODGE COX | 3.4% | 23,401,794 | $2.8B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.8% | 18,899,155 | $2.2B |
| 6 | FMR LLC | 2.6% | 17,777,379 | $2.1B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 16,488,805 | $1.9B |
| 8 | Artisan Partners Limited Partnership | 2.3% | 15,475,573 | $1.8B |
| 9 | BlackRock, Inc. | 2.1% | 14,096,146 | $1.7B |
| 10 | AMERIPRISE FINANCIAL INC | 1.9% | 12,841,485 | $1.5B |
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