Independent
Tenure on this board
16.3 yrs
12 nominees · 3 ballot items.
Elect 12 directors; advisory (non-binding) vote to approve executive compensation (Say-on-Pay); and ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
Elect twelve (12) directors to the Company’s Board to serve one-year terms until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis, compensation tables, and related disclosures).
This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation disclosures and program as presented in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and narrative. Management seeks shareholder endorsement as a signal of support for its pay-for-performance framework and to inform future compensation decisions, though the vote is not binding. The Company’s executive pay mix emphasizes variable, at-risk compensation (annual MIP cash incentives and long-term equity awards comprised of performance-based restricted stock, stock options, and time-based restricted stock) to align management incentives with shareholder outcomes. Short-term MIP metrics for 2025 included Bank and Financial Services Operating PPNR, Core ROA relative to the KBW Regional Bank Index, capital and credit measures, liquidity objectives, and strategic human capital and data objectives; the Company achieved a Total Weighted Attainment Percentage of 117.5% in 2025, producing above-target payouts. Long-term equity grants are 50% performance-based (TSR vs. KRX and three-year average Core ROATCE), 25% options, and 25% time-based awards, with vesting schedules and clawback/recoupment policies intended to limit excessive risk-taking and preserve alignment. The Board and Compensation Committee engaged an independent consultant for peer benchmarking and have adopted governance features—stock ownership guidelines, prohibition on hedging/pledging, recoupment policies, no repricing without shareholder approval—that they cite in support of the program. Management’s counterpoint to potential shareholder concern is that the program ties a large portion of pay to multi-year financial and relative performance and that recent performance (including 2025 operating results and a high prior-year say-on-pay vote) demonstrates alignment with shareholder interests. The Board recommends FOR the proposal on the basis that approval would affirm the Compensation Committee’s design and recent decisions, and the Committee will consider the advisory vote outcome in future compensation determinations. Given the non-binding nature of the vote, investors should evaluate the degree to which the disclosed metrics, governance features, and realized payouts (e.g., 2025 MIP payout of 117.5%) align with their expectations for long-term value creation and risk management.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.5% | 5,505,039 | $323M |
| 2 | Neuberger Berman Group LLC | 7.1% | 3,715,425 | $218M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.7% | 3,525,760 | $207M |
| 4 | STATE STREET CORP | 6.0% | 3,150,340 | $186M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,374,139 | $139M |
| 6 | FMR LLC | 3.9% | 2,063,934 | $121M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.2% | 1,686,077 | $99M |
| 8 | BlackRock, Inc. | 2.8% | 1,491,992 | $88M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 1,109,089 | $65M |
| 10 | MORGAN STANLEY | 1.9% | 974,786 | $57M |
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