Not independent
Tenure on this board
4.4 yrs
Also a director at
Wex Inc (WEX)
12 nominees · 4 ballot items.
Election of 12 directors; advisory “say-on-pay” vote on executive compensation; ratification of KPMG LLP as independent accountants; stockholder proposal requesting a report on faith-based employee resource groups.
Election of twelve nominees to the board of directors to serve one-year terms.
Non-binding resolution to approve compensation paid to named executive officers as disclosed in the proxy.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the company’s named executive officer compensation as disclosed in the proxy. Management seeks endorsement to validate its compensation philosophy which emphasizes performance-based cash incentives (LTIP and MPP), competitive base salaries, retirement benefits, and limited perquisites. The LTIP ties substantial pay to three-year tangible book value plus dividends growth (TBV+D Growth Rate), while MPP addresses merger integration incentives; payments under these plans were significant in 2025, including maximum payouts for recent cycles. The Board recommends FOR, arguing that the program aligns executives’ interests with long-term shareholder value, balances risk via clawback and oversight mechanisms, and is benchmarked with independent consultant input. Key context: peer benchmarking, robust risk oversight, and the Board’s use of an independent consultant (Pay Governance) to set pay; shareholders should consider whether the cash-based, non-equity structure adequately aligns long-term incentives given the company’s strategy and recent M&A activity.
Ratify the Audit Committee’s appointment of KPMG LLP as independent accountants for 2026.
Stockholder proposal requesting the Board to evaluate and report on risks of failing to allow faith-based employee resource groups.
This shareholder proposal, submitted by Inspire Investing, LLC, asks the Board to evaluate and report on the reputational, human capital, operational, legal, and other risks associated with not permitting faith-based employee resource groups (ERGs). The proponent argues faith-based ERGs improve inclusion, talent attraction, and engagement, citing external indices and recent legal developments to underscore potential regulatory and reputational risk. Management opposes, stating the requested report would interfere with management prerogatives, divert resources, and that existing human capital processes and inclusion efforts suffice without formal faith-based ERGs. The Board recommends voting AGAINST, emphasizing its risk management framework and the view that the proposal would primarily serve the proponent’s social agenda rather than advance shareholder interests. The dispute centers on whether formal recognition of faith-based ERGs materially mitigates legal or reputational risk or whether it is an HR decision better left to management’s existing processes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | HARRIS ASSOCIATES L P | 8.01% | 927,900 | $1.7B |
| 2 | DODGE COX | 3.39% | 393,087 | $741M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.34% | 387,414 | $730M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.01% | 348,723 | $657M |
| 5 | BlackRock, Inc. | 2.30% | 266,267 | $502M |
| 6 | BlackRock, Inc. | 2.12% | 246,171 | $464M |
| 7 | STATE STREET CORP | 1.92% | 223,040 | $420M |
| 8 | BlackRock, Inc. | 1.53% | 177,381 | $334M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.34% | 155,046 | $291M |
| 10 | COATUE MANAGEMENT LLC | 1.20% | 139,498 | $263M |
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