Independent
Tenure on this board
4.1 yrs
4 nominees · 3 ballot items.
Election of four directors to the Class of 2029; ratification of KPMG LLP as the Company’s independent registered public accounting firm for 2026; and an advisory (non-binding) vote to approve the Company’s executive compensation (Say on Pay).
Election of four Directors to the 2029 Class for three-year terms expiring at the 2029 Annual Meeting of Shareholders.
Ratify the Audit and Risk Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say on Pay).
This non-binding proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables and narratives. Management and the Compensation and Human Resources Committee seek this advisory endorsement to validate their pay-for-performance framework and to demonstrate shareholder support for the Company’s compensation design. The Company emphasizes long-term alignment via equity-based awards (restricted stock and SARs in 2025, and a redesigned 2026 LTI combining time-vested and performance-vested restricted stock units with a TSR modifier and governance cap), and ties annual incentives to bank-specific profitability and efficiency measures (PPNR less net charge-offs, adjusted ROATCE, efficiency ratio and revenue). The committee points to strong 2025 financial results and a history of high shareholder support (92% approval in 2025) as context for continuing the program. Governance features highlighted by management include stock ownership guidelines, a clawback policy that permits recovery of incentive-based compensation in the event of a material restatement, and limits on hedging and repricing. Potential shareholder concerns include the non-binding nature of the vote, the level of severance/change-in-control benefits for certain executives, and whether realized pay fully aligns with longer-term shareholder returns; management addresses alignment by revising LTI design for 2026 and retaining discretion and performance conditions on awards. The Board recommends a FOR vote, and the Compensation Committee has committed to consider the outcome of the advisory vote when making future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.0% | 8,804,534 | $433M |
| 2 | BlackRock, Inc. | 5.2% | 7,604,862 | $374M |
| 3 | STATE STREET CORP | 4.8% | 7,066,546 | $348M |
| 4 | COMMERCE BANK | 4.8% | 7,010,289 | $345M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 6,226,145 | $306M |
| 6 | AMERICAN CENTURY COMPANIES INC | 4.3% | 6,223,791 | $306M |
| 7 | BlackRock, Inc. | 2.8% | 4,134,806 | $203M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.5% | 3,610,155 | $178M |
| 9 | FIRST TRUST ADVISORS LP | 1.8% | 2,606,847 | $128M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 2,451,839 | $121M |
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