Not independent
Tenure on this board
9.1 yrs
2 nominees · 4 ballot items.
Election of two directors; advisory approval of executive compensation; advisory vote on frequency of say-on-pay; ratification of independent registered public accounting firm.
Election of two directors to the Board for the Class of 2029 (two incumbents nominated for re-election).
Advisory approval of the compensation of the Corporation’s named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory approval of the Corporation’s executive compensation as disclosed in the proxy statement. Management seeks this shareholder endorsement to confirm support for its pay philosophy, program design, and specific compensation decisions for named executive officers, emphasizing a pay-for-performance framework using both annual cash incentives and long-term equity awards tied to financial metrics and KPIs. The Board and its Compensation and Retirement Committee (CRC) recommend a vote FOR, arguing the program aligns executives' interests with shareholders, emphasizes variable compensation to discourage excessive risk, and uses benchmarking and independent consultant input to set competitive pay. The proposal is advisory and non-binding, but management states it will carefully consider shareholder feedback in future compensation decisions; the CRC describes robust governance features — clawback policy, stock ownership guidelines, independent consultant engagement, and incentive structure with defined thresholds and caps. The context includes strong 2025 financial performance (e.g., Adjusted ROATE above maximum), which management cites as justification for incentive outcomes; shareholders previously supported the program with ~97% approval in the last say-on-pay vote. The recommendation is framed as routine governance practice to obtain shareholder feedback and preserve alignment, not as a request to change specific elements of compensation policy.
Advisory vote to select whether future say-on-pay votes should be held every one, two, or three years; board recommends every one year.
This management proposal asks shareholders to indicate the preferred frequency (1, 2, or 3 years) for future advisory votes on executive compensation. The Board recommends an annual frequency, arguing that yearly 'say-on-pay' votes provide more timely feedback and better enable the Board and CRC to calibrate compensation decisions. The vote is advisory and non-binding; the plurality result will be treated as shareholders’ preference but the Board may decide differently if it deems another frequency in shareholders' best interest. The recommendation is motivated by governance and shareholder engagement considerations rather than changes to compensation design; management frames the proposal as an opportunity to secure regular input and maintain accountability in compensation oversight.
Ratify the Audit and Compliance Committee's selection of Crowe, LLP as the independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 4.6% | 859,482 | $36M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 791,349 | $33M |
| 3 | BlackRock, Inc. | 3.2% | 603,458 | $25M |
| 4 | BlackRock, Inc. | 3.1% | 588,876 | $24M |
| 5 | SYSTEMATIC FINANCIAL MANAGEMENT LP | 2.7% | 507,096 | $21M |
| 6 | STATE STREET CORP | 2.2% | 419,805 | $17M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 391,957 | $16M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.2% | 225,263 | $9M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 0.8% | 146,224 | $6M |
| 10 | NORTHERN TRUST CORP | 0.7% | 135,323 | $6M |
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