Independent
Tenure on this board
21.4 yrs
4 nominees · 4 ballot items.
Elect four Class III directors; approve, on an advisory (non-binding) basis, the compensation of Named Executive Officers; select the frequency of future advisory votes on executive compensation; and ratify KPMG LLP as the independent registered public accounting firm for 2026.
Elect four Class III directors (Nelson Chung, Felix S. Fernandez, Maan-Huei Hung, and Richard Sun) to serve until the 2029 annual meeting and until their successors are elected and qualified.
Non-binding advisory vote to approve the compensation of the Named Executive Officers as disclosed in the proxy (CD&A, compensation tables, and related disclosures).
This management proposal asks stockholders to cast a non-binding advisory vote approving the Company’s executive compensation disclosures and overall pay program for its Named Executive Officers as described in the CD&A and compensation tables. Management is seeking shareholder approval pursuant to Section 14A of the Exchange Act to confirm alignment between pay and performance and to provide accountability and feedback on the design and outcomes of the compensation program. The proxy discloses a multi-element program combining base salary, a formula-driven annual cash bonus tied to EPS, ROA and individual/department goals, and performance-based restricted stock units (RSUs) that vest based on three-year EPS, TSR and ROA metrics; long-term awards are designed with 50/25/25 weighting (EPS/TSR/ROA) and payout ranges from 0–150%. The Company reports 2025 outcomes that exceeded target on EPS and ROA, producing bonus and LTI outcomes above target (annual bonuses paid at ~111–114% of target and strong LTI vesting outcomes), and the Compensation Committee engaged an independent consultant and peer benchmarking in setting targets and award levels. The Board frames this vote as non-binding but material to governance: it will review results and consider shareholder feedback in future compensation design and decisions. Given the Compensation Committee’s oversight, clawback policy, risk controls, and prior strong say-on-pay support (90.72% in 2025), the Board recommends approval to validate the program and continue its current alignment of executive incentives with shareholder interests. Because the vote is advisory, adoption does not change contractual pay terms but provides important input to the Board and Compensation Committee for future compensation governance and potential adjustments.
Advisory vote where stockholders indicate whether they prefer the advisory vote on executive compensation to occur every year, every other year, or every three years; the Board recommends every year.
This management proposal asks shareholders to choose the frequency—every year, every other year, or every three years—of future non-binding advisory votes on executive compensation. Management and the Board recommend an annual vote, arguing that yearly say-on-pay provides more timely accountability and clearer communication between shareholders and the Board, aligning the advisory vote to the information presented each year in the proxy. The company notes that shareholders previously voted in 2020 in favor of annual frequency and that an annual calendar avoids ambiguity about which year(s) a multi-year vote would address, thereby improving the usefulness of the signal provided by shareholders. Although non-binding, the result will be considered by the Board and Compensation Committee when determining the cadence of future advisory votes; an annual vote allows the Board to receive feedback on executive pay contemporaneously with disclosures about compensation actions and corporate performance. From a governance perspective, annual votes increase regular engagement and reduce the risk that significant pay changes occurring between less-frequent votes would escape timely shareholder review. The Board’s recommendation reflects a balance between investor engagement and administrative burden, favoring more frequent direct feedback. Because the vote does not alter contractual compensation mechanics, its primary impact is governance and signaling; management will consider the outcome in ongoing compensation design and disclosure practices.
Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.41% | 6,977,895 | $348M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.07% | 4,071,259 | $203M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.77% | 3,868,868 | $193M |
| 4 | STATE STREET CORP | 5.16% | 3,457,812 | $172M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.32% | 2,897,536 | $144M |
| 6 | BlackRock, Inc. | 2.92% | 1,954,484 | $97M |
| 7 | AMERICAN CENTURY COMPANIES INC | 2.40% | 1,606,886 | $80M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.24% | 1,504,657 | $75M |
| 9 | Invesco Ltd. | 2.13% | 1,427,390 | $71M |
| 10 | T. Rowe Price Investment Management, Inc. | 1.63% | 1,095,393 | $55M |
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