Independent
Tenure on this board
10.4 yrs
Also a director at
Carters Inc (CRI)
6 nominees · 3 ballot items.
1) Elect six directors for one-year terms; 2) Advisory (non-binding) vote to approve executive (NEO) compensation (say-on-pay); 3) Ratify appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Elect six directors (Luis A. Borgen; Diane S. Hessan; Leon A. Palandjian; Robert F. Rivers; Cathleen A. Schmidt; Michael J. Sullivan) each for a one-year term expiring in 2027.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This non-binding proposal asks shareholders to approve, on an advisory basis, the compensation disclosed for the Company’s Named Executive Officers (NEOs), as set forth in the Compensation Discussion and Analysis, related tables, and narrative. Management seeks this shareholder input as an element of corporate governance best practices to confirm that pay programs—base salary, annual cash incentives (MIP), and long-term equity awards (PSUs and RSUs)—are aligned with strategy and shareholder interests. The CHCM Committee and independent directors set target pay opportunities and performance measures, using Operating Net Income for the MIP and a mix of relative TSR and absolute operating metrics for multi‑year PSUs, aiming to balance short‑ and long‑term incentives and retention. The Company notes that 2025 outcomes (e.g., Operating Net Income above target, PSU payouts at 93.1% for the 2023–2025 period, and specific one-time awards tied to mergers/integration) drove actual payouts; the Board points to robust financial results, M&A integrations (HarborOne and Cambridge), and risk controls as context. Management’s rationale emphasizes that compensation is performance‑based, includes governance safeguards (clawback policy, stock ownership guidelines, anti‑hedging, double‑trigger CIC arrangements), and is informed by an independent consultant and shareholder engagement. The advisory nature of the vote means it does not bind the Board, but the Board will consider the vote results when making future compensation decisions; prior say‑on‑pay support was high (94.2% in 2025). Key tradeoffs for an investor assessing this proposal include: alignment of pay with multi‑year financial performance vs. the use of absolute operating metrics that management considers competitively sensitive; the presence of one‑time merger‑related awards which can complicate trend analysis; and the degree of discretion exercised by the Board in individual MIP adjustments (e.g., above‑target payout to recognize integration efforts). Evaluating the proposal should weigh the program’s link to sustained earnings growth and ROATCE, escalation of equity‑based long‑term incentives to foster retention post‑merger, and governance features intended to mitigate excessive risk-taking and protect shareholder interests.
Ratify the appointment by the Audit Committee of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 5.82% | 13,455,787 | $263M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.67% | 10,788,460 | $211M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.12% | 9,515,766 | $186M |
| 4 | STATE STREET CORP | 3.69% | 8,521,529 | $167M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.59% | 8,301,467 | $162M |
| 6 | FMR LLC | 3.39% | 7,837,209 | $153M |
| 7 | BlackRock, Inc. | 3.34% | 7,709,818 | $151M |
| 8 | HoldCo Asset Management, LP | 3.19% | 7,382,772 | $144M |
| 9 | BlackRock, Inc. | 2.88% | 6,652,464 | $130M |
| 10 | JENNISON ASSOCIATES LLC | 2.24% | 5,177,628 | $101M |
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