Independent
Tenure on this board
12.1 yrs
10 nominees · 5 ballot items.
Election of 10 directors; amendment to charter to adopt majority-vote standard for certain shareholder actions; non-binding advisory Say-on-Pay vote to approve 2025 executive compensation; non-binding advisory vote on frequency of future Say-on-Pay votes; ratification of Crowe, LLP as independent auditors for 2026.
Elect 10 nominees to serve as directors until the 2027 Annual Meeting and until their successors are elected and qualify.
Amend the Charter to reduce the votes required to approve certain shareholder actions from two-thirds of all votes entitled to be cast to a majority of all votes entitled to be cast.
This management proposal asks shareholders to amend the Corporation’s Charter to replace an existing two-thirds supermajority vote threshold for ‘Extraordinary Actions’ with a majority-of-outstanding-shares standard. Management is pursuing this change to align governance with contemporary investor expectations and to respond to shareholder feedback: an advisory vote in 2024 showed strong support but failed due to the charter’s two-thirds approval requirement. The amendment would lower the hurdle for approving mergers, asset sales, charter amendments, and other fundamental corporate actions (subject to statutory safeguards like the Maryland Business Combination Act), potentially making such transactions easier to approve and increasing board accountability to a simple majority of outstanding shares. Management frames the change as enhancing shareholder power and modernizing governance, while noting the historical rationale for the supermajority requirement to preserve corporate stability. The Board recommends a ‘FOR’ vote, arguing that the majority threshold better reflects market norms and shareholder preferences and will facilitate responsiveness without impairing statutory protections for business combinations with interested stockholders. Shareholders should consider the tradeoff: lower approval thresholds increase shareholder influence and could reduce entrenchment but also make fundamental corporate changes easier to approve, which in certain cases might expedite transactions that minority shareholders could have opposed under a supermajority rule. Given the Board’s stated history of engagement and prior advisory support, the proposal is relatively uncontroversial but materially alters foundational governance processes and thus warrants investor scrutiny regarding board accountability and potential future transactions.
Non-binding advisory vote to approve the compensation paid to the Corporation’s named executive officers for 2025.
This management proposal seeks a non-binding shareholder advisory vote to approve the Corporation’s executive compensation as disclosed for 2025 (Say-on-Pay). Management describes a compensation program emphasizing pay-for-performance through a mix of base salary, short-term cash incentives tied to corporate and individual metrics (STIP), and long-term incentive RSUs with performance-based vesting tied to ROAE and TBVPS relative to peers. The Compensation Committee used an independent consultant (Aon), peer benchmarking, and multi-year incentive structures, and retains discretion to adjust awards. The board recommends a ‘FOR’ vote, arguing that compensation aligns management incentives with shareholder returns and long-term performance and noting robust 2025 financial results and achieved incentive payouts. Because the vote is advisory, it will not be binding but the Board intends to consider results in future compensation decisions. Investors should assess the degree of pay-performance alignment, the use of relative peer metrics, potential for excessive risk-taking (mitigated by clawback and hurdle provisions), and the degree of independence in setting pay.
Non-binding advisory vote to recommend the frequency (1, 2, or 3 years) for future Say-on-Pay votes.
This management proposal asks shareholders to indicate, in a non-binding advisory vote, whether the Corporation should hold future Say-on-Pay advisory votes every one, two, or three years. The Board recommends holding the advisory vote annually, consistent with prior shareholder preference in 2021 and the Board’s view that regular feedback helps the Compensation Committee evaluate and adjust executive pay practices in a timely fashion. Although advisory and non-binding, the Board will take voting results into account when setting the cadence for future votes. Shareholders should weigh administrative considerations against the benefits of regular engagement on executive pay.
Ratify appointment of Crowe, LLP as the Corporation’s independent auditors for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.33% | 343,580 | $13M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.17% | 268,957 | $10M |
| 3 | BlackRock, Inc. | 3.20% | 206,208 | $8M |
| 4 | GENDELL JEFFREY L | 2.77% | 178,352 | $7M |
| 5 | De Lisle Partners LLP | 2.55% | 164,390 | $6M |
| 6 | Huber Capital Management LLC | 1.86% | 119,937 | $4M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.84% | 118,500 | $4M |
| 8 | AMERICAN CENTURY COMPANIES INC | 1.76% | 113,360 | $4M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 1.61% | 103,595 | $4M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.56% | 100,571 | $4M |
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