Independent
Tenure on this board
0.4 yrs
11 nominees · 3 ballot items.
Vote to elect eleven directors, approve an advisory (non-binding) say-on-pay resolution for named executive officer compensation, and ratify Crowe LLP as the company’s independent registered public accounting firm for 2026.
Elect eleven director nominees to serve one-year terms until the 2027 annual meeting.
Advisory (non-binding) resolution to approve the compensation paid to the Company's named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to Heritage’s named executive officers as disclosed in the proxy statement. Management presents the vote as a routine periodic 'say-on-pay' to allow shareholders to voice their view of executive pay. The Board and Compensation Committee support the proposal, arguing pay is aligned with performance via objective metrics (e.g., diluted earnings per share, net charge-off ratios, overhead ratio, and performance-vesting equity tied to TSR and return on average tangible common equity), that there are risk-mitigation features such as annual compensation risk assessments and a clawback policy, and that an independent consultant assists in benchmarking. The company emphasizes that a meaningful portion of NEO pay is at risk and linked to multiyear performance metrics and that the Compensation Committee retains discretion to adjust outcomes for extraordinary items, noting adjustments made to 2025 metrics for securities sales and merger-related costs. Prior shareholder engagement and a >97% say-on-pay approval in 2025 are cited as evidence of investor support; however, the vote remains advisory and non-binding, with the Board committing to consider the outcome in future decisions. The Board recommends a 'FOR' vote because it believes the program attracts and retains capable executives, aligns management incentives with shareholder interests, and incorporates governance best practices. The vote does not alter management’s fiduciary duties and will not create additional legal obligations, but the Board will use results to inform compensation design and oversight going forward.
Ratify the Audit and Finance Committee’s appointment of Crowe LLP as Heritage’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.0% | 4,107,175 | $107M |
| 2 | VICTORY CAPITAL MANAGEMENT INC | 6.0% | 2,469,315 | $64M |
| 3 | JENNISON ASSOCIATES LLC | 5.8% | 2,385,434 | $62M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.6% | 1,908,485 | $50M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 1,847,906 | $48M |
| 6 | STATE STREET CORP | 4.4% | 1,796,525 | $47M |
| 7 | ALLIANCEBERNSTEIN L.P. | 2.8% | 1,144,920 | $27M |
| 8 | BlackRock, Inc. | 2.6% | 1,057,105 | $27M |
| 9 | JENNISON ASSOCIATES LLC | 2.0% | 828,039 | $22M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 795,507 | $21M |
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