Not independent
Tenure on this board
16.4 yrs
11 nominees · 3 ballot items.
Election of 11 directors; Ratification of Crowe LLP as independent auditors; Advisory (non-binding) approval of executive compensation (“Say on Pay”).
Elect 11 nominees to the Board of Directors to serve until the 2027 annual meeting or until their successors are elected and qualified.
Ratify the appointment of Crowe LLP as the Company’s independent auditors for 2026.
The proposal asks shareholders to ratify the Audit Committee’s selection of Crowe LLP as independent auditors for 2026; management seeks ratification to provide shareholder input and confirm the committee’s oversight choice, though the committee retains authority to change auditors. Context: audit committee oversight, fees disclosed, Crowe served as 2025 auditors and BDO served in 2024; auditor independence and audit-related fees are discussed. Board recommends FOR given Audit Committee review of independence and fees; ratification is routine but important for governance and transparency.
Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.
Management requests a non-binding advisory approval of executive compensation as disclosed; it argues the program aligns pay with performance, ties incentives to measures like Adjusted D-EPS, loan growth, deposit growth, and efficiency ratio, and includes clawback provisions and stock ownership guidelines. Company cites 94% prior shareholder support and describes AIP, LTIP, and specific metrics and payouts for 2025; Board recommends FOR because it believes compensation is reasonable and consistent with peers, noting use of adjusted metrics for 2025 due to securities loss-earnback transactions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.40% | 4,301,082 | $242M |
| 2 | FMR LLC | 6.95% | 2,876,334 | $162M |
| 3 | STATE STREET CORP | 5.01% | 2,074,716 | $117M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.28% | 1,772,184 | $100M |
| 5 | FRANKLIN RESOURCES INC | 4.17% | 1,724,124 | $97M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.90% | 1,612,796 | $91M |
| 7 | WESTWOOD HOLDINGS GROUP INC | 3.11% | 1,285,239 | $72M |
| 8 | BlackRock, Inc. | 2.69% | 1,114,382 | $63M |
| 9 | AMERIPRISE FINANCIAL INC | 2.56% | 1,059,737 | $60M |
| 10 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 2.38% | 986,229 | $56M |
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