Independent
Tenure on this board
6.1 yrs
Also a director at
Globe Life Inc (GL)
3 nominees · 4 ballot items.
Election of three directors; approve Charter amendment to provide for plurality voting in contested director elections; advisory approval of named executive officer compensation (“Say on Pay”); and ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.
Election of three Class II director nominees (Alice S. Cho, Dennis L. Johnson, and Daniel A. Rykhus) to serve three-year terms expiring in 2029.
Amend the Company’s Charter to provide for plurality voting in contested director elections while retaining majority voting for uncontested elections.
Proposal 2 requests shareholder approval to amend Article Seventh, Section (d) of the Company’s Certificate of Incorporation to permit plurality voting in contested director elections while preserving the existing majority-vote standard for uncontested elections. Management frames this change as a governance improvement to prevent “holdover” directors and ensure contested elections result in a clear and decisive outcome when multiple slates or nominees split votes. The charter amendment would explicitly allow the bylaws to define a “contested election” (citing a mechanics-based definition related to the number of nominees) and to apply plurality voting in those cases, meaning the nominees receiving the highest number of votes “for” would be elected. The Board recommends a "FOR" vote on the amendment, arguing that plurality in contested elections is the prevailing market practice, better reflects shareholder choice among competing slates, and avoids uncertainty that could arise if majority voting produced no winners. Because the approval of this amendment requires a majority of all outstanding shares (not just votes cast), broker non-votes and abstentions will effectively count as votes "against" the amendment; management highlights this to encourage beneficial owners to provide voting instructions to their brokers. The Board also explains its intention to file the certificate of amendment with the Delaware Secretary of State promptly if shareholders approve the proposal.
Non-binding, advisory vote to approve the compensation of the Company's Named Executive Officers as disclosed in the proxy statement.
Proposal 3 asks shareholders to cast a non-binding advisory vote approving the company’s executive compensation program and the compensation actually paid to the Named Executive Officers as disclosed in the proxy materials. Management designed its compensation program to align pay with performance through a mix of base salary, annual short-term incentives tied to 2025 performance metrics (Adjusted PPNR per share, Adjusted Efficiency Ratio, and relative NPAs/Total Assets), and long-term incentives (60% PRSUs tied to Core ROATCE and TSR; 40% time-based RSUs). The Compensation Committee retained an independent consultant, set peer benchmarking, and implemented governance features including clawbacks, equity ownership guidelines, and multi-year performance measures to discourage excessive risk-taking. The advisory vote is non-binding, but the Board and Compensation Committee will consider the outcome when setting future compensation. The Board recommends a "FOR" vote.
Ratify EY as the Company's independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.63% | 9,352,514 | $312M |
| 2 | STATE STREET CORP | 6.06% | 5,891,271 | $197M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.65% | 5,490,538 | $183M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 5.54% | 5,382,905 | $180M |
| 5 | FIRST INTERSTATE BANK | 4.79% | 4,653,119 | $155M |
| 6 | HoldCo Asset Management, LP | 4.07% | 3,950,107 | $132M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.97% | 3,855,814 | $129M |
| 8 | BlackRock, Inc. | 2.80% | 2,722,692 | $91M |
| 9 | WELLINGTON MANAGEMENT GROUP LLP | 2.57% | 2,500,691 | $84M |
| 10 | Capital International Investors | 2.36% | 2,290,572 | $77M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.