Not independent
Tenure on this board
31.9 yrs
13 nominees · 4 ballot items.
Elect thirteen directors; advisory vote to approve named executive officer compensation (Say on Pay); ratify Ernst & Young LLP as independent auditor for 2026; consider a stockholder proposal requiring shareholder approval for excessive golden parachute payments.
Elect thirteen nominated directors to the Board to serve until the next annual meeting.
Non-binding advisory vote to approve the compensation of the named executive officers for 2025 as disclosed in the proxy statement.
The proposal asks shareholders to provide a non-binding advisory approval of the Company’s 2025 named executive officer compensation as disclosed in the proxy statement. Management seeks this vote to reaffirm alignment between pay and performance, communicate responsiveness to shareholders, and maintain the Company’s practice of annual advisory votes on executive compensation. The compensation program is heavily equity-based (approximately 83% of CEO compensation and ~50% for other NEOs), uses multi-year performance shares tied to PSU Adjusted ROTCE, D+TBV/Sh and relative TSR for a portion of CEO pay, defers compensation, applies performance-based vesting and clawback provisions, and includes special awards related to the Discover acquisition. The board recommends a FOR vote, arguing the program links pay to long-term performance, balances risk, and is responsive to stockholder feedback; it cites strong 2025 company performance and governance features (clawbacks, double-trigger change-of-control, stock ownership/retention requirements) as rationale. Notable context includes the 2025 acquisition of Discover, Discover-related special awards and integration activities, and shareholder engagement that led to program adjustments such as an Executive Cash Severance Policy.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for 2026.
A stockholder proposal asking the Board to seek shareholder approval for any NEO severance/termination payments exceeding 2.99x base salary plus target bonus, and to include the provision in Governance Guidelines.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.51% | 40,509,585 | $7.4B |
| 2 | STATE STREET CORP | 4.43% | 27,553,903 | $5.0B |
| 3 | Capital World Investors | 2.91% | 18,120,639 | $3.3B |
| 4 | BlackRock, Inc. | 2.63% | 16,376,920 | $3.0B |
| 5 | BlackRock, Inc. | 2.15% | 13,384,157 | $2.4B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.97% | 12,289,260 | $2.2B |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.91% | 11,878,921 | $2.2B |
| 8 | HARRIS ASSOCIATES L P | 1.63% | 10,141,751 | $1.9B |
| 9 | DODGE COX | 1.41% | 8,774,932 | $1.6B |
| 10 | FRANKLIN RESOURCES INC | 1.39% | 8,659,737 | $1.6B |
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