Not independent
Tenure on this board
11.9 yrs
15 nominees · 4 ballot items.
Election of 15 directors; approval of the 2026 Equity Incentive Plan; advisory vote to approve named executive officers’ compensation (Say-on-Pay); ratification of Crowe LLP as independent auditors.
Elect fifteen (15) directors to the Company’s Board, each to serve until the 2027 annual meeting or until their successor is elected and qualified.
Approve the Company’s 2026 Equity Incentive Plan to reserve 1,500,000 shares for equity awards to employees, non-employee directors and consultants, replacing the current plan.
This management proposal asks shareholders to approve a new 2026 Equity Incentive Plan that would replace the nearly exhausted 2017 plan and add a 1,500,000-share reserve to continue the company’s equity compensation program for employees, non-employee directors, and consultants. Management frames the plan as necessary to attract, retain and motivate talent and to align management’s interests with shareholders. The proposal details governance-oriented provisions (e.g., no liberal share recycling, minimum vesting, no dividends on unvested awards, no repricing without shareholder approval, clawback policy, limits on non-employee director compensation, independent committee administration) intended to reflect best practices and mitigate dilution and governance risks. Management justifies the requested increase by noting the current plan’s near-exhaustion and estimates the new reserve will last multiple years under current grant practices; failing approval would likely increase cash compensation and impair talent retention. The board recommends a FOR vote, citing continuity of equity programs, prudent design features to limit dilution and shareholder-friendly terms; the recommendation emphasizes competitive necessity in a tight labor market and alignment of incentives. The proposal merits analysis of burn rate, dilution (4.4% on a fully inclusive basis), and the presence of compensation safeguards; investors should weigh prospective dilution against retention and performance alignment benefits, and consider historical plan usage, peer practices, and the company's strong recent financial and merger-driven growth when deciding support.
Non-binding, advisory vote to approve compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management-sponsored advisory proposal requests that shareholders approve, on a non-binding basis, the compensation paid to the company's named executive officers as disclosed in the proxy statement and tables. Management explains that the compensation program is designed around pay-for-performance principles, with a significant portion of pay at risk and long-term equity incentives tied to Core ROA and TSR relative to peers. The Compensation Committee reviews outcomes and engages an independent consultant; governance features include clawback policy, stock ownership guidelines, caps, and no dividend equivalents on unvested awards. The board invites shareholders to register their approval to help guide future compensation decisions and retains discretion to consider the vote results in subsequent compensation determinations.
Ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 6.3% | 3,165,346 | $85M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.4% | 2,735,941 | $73M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 2,145,986 | $57M |
| 4 | BlackRock, Inc. | 3.7% | 1,859,838 | $50M |
| 5 | FMR LLC | 3.6% | 1,803,949 | $48M |
| 6 | BlackRock, Inc. | 3.6% | 1,799,516 | $48M |
| 7 | STATE STREET CORP | 3.1% | 1,547,229 | $41M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 1,074,523 | $29M |
| 9 | KENNEDY CAPITAL MANAGEMENT LLC | 2.0% | 1,007,616 | $27M |
| 10 | AMERICAN CENTURY COMPANIES INC | 1.8% | 924,771 | $25M |
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