Independent
Tenure on this board
5.3 yrs
4 nominees · 2 ballot items.
Elect four Class I directors; advisory vote to approve named executive officer compensation (say-on-pay).
Election of four Class I directors (J. Kyle McCurry, Alex J. Melvin, Paul L. Palmby, Mary J. Westerhold) to serve three-year terms expiring in 2029.
Non-binding, advisory (say-on-pay) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to reaffirm its executive compensation philosophy and practices, which include a mix of base salary, annual cash incentives tied primarily to net income and other performance metrics, and performance-based restricted stock units subject to multi-year vesting. The Company emphasizes the alignment of pay with company performance (net income, asset quality, efficiency, lines of business, and loan growth) and peer benchmarking. The Board recommends a vote FOR because it believes the compensation program attracts and retains talent, aligns executives’ interests with shareholders, and reflects strong shareholder support in prior say-on-pay votes (97% in 2023). The vote is advisory and non-binding, but the Board and Compensation Committee will consider the outcome when evaluating future compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Ballentine Partners, LLC | 6.3% | 1,672,393 | $69M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.0% | 1,051,447 | $43M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.5% | 932,763 | $38M |
| 4 | BlackRock, Inc. | 3.3% | 876,258 | $36M |
| 5 | BlackRock, Inc. | 2.8% | 743,053 | $31M |
| 6 | AMERICAN CENTURY COMPANIES INC | 2.5% | 656,248 | $27M |
| 7 | STATE STREET CORP | 2.0% | 525,116 | $22M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 484,260 | $20M |
| 9 | Boston Partners | 1.6% | 437,980 | $18M |
| 10 | GW Investment Management, LLC | 1.6% | 432,439 | $18M |
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.