Independent
Tenure on this board
0.8 yrs
12 nominees · 3 ballot items.
Elect 12 directors; ratify Deloitte & Touche LLP as independent registered public accounting firm for 2026; and approve, on a non-binding advisory basis, the Company’s executive compensation.
Elect 12 nominees to serve as directors until the next annual meeting or until their successors are elected and qualified.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This advisory proposal asks stockholders to endorse, on a non-binding basis, the Company’s named executive officer compensation as disclosed in the proxy statement. Management is seeking approval to validate its compensation framework — which uses a mix of base salary, short-term incentive (STIP) metrics tied to EPS, ROATCE, asset quality and loan growth, and long-term incentive (LTIP) awards weighted to performance (TSR and cumulative EPS) and continued service — as appropriately aligned with company performance and shareholder interests. The Company frames its program as pay-for-performance: a meaningful portion of CEO and NEO compensation is variable (73% for the CEO in 2025) and a large share of equity awards are performance-based with multi-year cycles to incentivize long-term value creation. Context includes a 79% approval result on the prior year Say-on-Pay (2025) which prompted expanded stockholder outreach and changes to LTIP metric design for 2026 (replacing cumulative EPS with relative ROAA) to address concerns about metric overlap. The Board’s recommendation to vote FOR is supported by the Human Capital and Compensation Committee’s assessment, engagement with shareholders and retention considerations for senior management. Management emphasizes that STIP and LTIP payouts are tied to objective financial results and adjusted for certain non-recurring items where the Committee judged adjustments appropriate. Opposing viewpoints from some investors and proxy advisory firms centered on metric overlap and the structure of overlapping short- and long-term metrics, which the Committee sought to address through program changes and enhanced disclosure. Given the Company’s recent financial performance, pay outcomes (STIP 119–125% of target and LTIP payout at 74% for the 2023–2025 cycle), and the Committee’s responsiveness to investor feedback, the Board positions the Say-on-Pay vote as a reaffirmation of its compensation design and governance practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 6.36% | 2,328,661 | $126M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.72% | 2,092,514 | $113M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.32% | 1,580,057 | $85M |
| 4 | EARNEST PARTNERS LLC | 3.95% | 1,445,533 | $78M |
| 5 | BlackRock, Inc. | 3.84% | 1,405,086 | $76M |
| 6 | BlackRock, Inc. | 3.73% | 1,363,118 | $74M |
| 7 | STATE STREET CORP | 3.70% | 1,354,345 | $73M |
| 8 | FIRST TRUST ADVISORS LP | 3.35% | 1,226,799 | $66M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.88% | 1,052,353 | $57M |
| 10 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 2.65% | 969,412 | $52M |
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