Independent
Tenure on this board
6.3 yrs
11 nominees · 3 ballot items.
Three management proposals: election of thirteen directors, ratification of Ernst & Young LLP as independent auditors, and an advisory (non-binding) vote to approve named executive officer compensation (say-on-pay).
Elect thirteen directors to serve one-year terms expiring at the 2027 annual meeting.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, 2026.
Conduct an advisory, non-binding vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This advisory "say-on-pay" proposal requests that shareholders approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks shareholder endorsement to validate its pay philosophy, which emphasizes pay-for-performance through a blend of base salary, cash annual incentives tied to pre-determined scorecard metrics (including bank earnings growth, loan and deposit growth, and efficiency), and long-term equity incentives (PSUs measured against relative ROAA, stock options, and RSUs). The Compensation Committee underscores governance safeguards: an independent, board-level committee, retention of an independent consultant (Pearl Meyer), clawback/compensation recoupment provisions, stock ownership guidelines, and a history of structured PSU metrics tied to peer-relative performance. The proposal is advisory and non-binding; however, the Board states it will consider the vote outcome in future compensation decisions and shareholder engagement. Company-specific context includes a leadership transition effective February 1, 2026 (David W. Bailey succeeding as CEO and F. Scott Dueser transitioning to Executive Chairman), which the Board frames as part of orderly succession and compensation alignment. The proxy highlights strong recent shareholder support (94.4% approval in 2025) and presents pay outcomes tied to solid financial results in 2025 (net income growth, improved efficiency, and strong ROAA), which management uses to justify current pay levels and structure. Potential investor concerns include the non-binding nature of the vote, the size and mix of long-term awards for senior executives (including PSUs with up to 200% payout), and change-in-control and retirement-related benefits; management addresses these with disclosure of clawback policies, conservative executive recognition agreements, and iterative shareholder outreach. Given the stated governance practices and historical shareholder support, management recommends a vote FOR, while noting that the Compensation Committee retains discretion to adjust awards to ensure they reflect performance, risk management, and shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.21% | 10,333,340 | $304M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.03% | 7,202,183 | $212M |
| 3 | STATE STREET CORP | 4.55% | 6,521,225 | $193M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.90% | 5,581,340 | $164M |
| 5 | BlackRock, Inc. | 3.23% | 4,633,315 | $136M |
| 6 | Neuberger Berman Group LLC | 2.68% | 3,845,049 | $113M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.15% | 3,073,400 | $91M |
| 8 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 1.80% | 2,572,273 | $76M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 1.73% | 2,482,186 | $73M |
| 10 | FULLER THALER ASSET MANAGEMENT, INC. | 1.53% | 2,191,769 | $65M |
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