Independent
Tenure on this board
4.6 yrs
Also a director at
Palomar Holdings Inc (PLMR)
9 nominees · 3 ballot items.
Shareholders will vote to elect nine directors, approve an advisory 'Say on Pay' resolution to approve Named Executive Officers’ compensation, and ratify KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Elect nine named director nominees to hold office for one-year terms until the next annual meeting and until their successors are elected and qualified.
Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis and related tables in the Proxy Statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation disclosed for the Company’s Named Executive Officers (NEOs) in the proxy materials. Management and the Compensation Committee seek shareholder endorsement to validate their executive pay design, which emphasizes pay-for-performance through a mix of annual cash incentives and predominantly equity-based long-term incentives (notably PBRSUs tied to relative TSR and three-year core ROE), along with service-vested RSUs and stock options. The CD&A explains that the Committee increased the weighting of performance-based equity, retained rigorous goal-setting, and made program design changes after shareholder engagement following lower support in 2024; the Board views these changes as strengthening alignment with shareholder interests. The proposal is framed in the context of strong 2025 company performance (record core earnings, improved ROE and TSR) and significant shareholder returns, which the Compensation Committee says justify the structure and payouts. Although the vote is advisory and non-binding, the Board states it will review and consider the outcome when making future compensation decisions and has a policy of holding this advisory vote annually. Management’s counter-argument to any potential opposition is that the executive compensation program is market-competitive, heavily performance-based (with 85% of the CEO’s target pay at risk in 2025), subject to clawback and ownership guidelines, and was refined following extensive shareholder engagement. Company-specific context includes recent pay program adjustments (increased PBRSU weighting, removal of certain overlapping metrics in 2026, and the inclusion — until 2026 — of a CSR scorecard modifier) and the Committee’s view that these measures better align pay with long-term value creation. For governance considerations, investors should weigh that the Company had a strong 2025 pay-for-performance alignment and a prior-year shareholder feedback loop, but should also scrutinize the magnitude of realized payouts, use of relative peer metrics, and the non-binding nature of the vote when evaluating the merits of the proposal.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.72% | 4,327,145 | $185M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.04% | 2,841,684 | $121M |
| 3 | FRANKLIN RESOURCES INC | 7.03% | 2,840,649 | $121M |
| 4 | PRICE T ROWE ASSOCIATES INC /MD/ | 6.19% | 2,500,190 | $107M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 5.14% | 2,075,748 | $89M |
| 6 | FULLER THALER ASSET MANAGEMENT, INC. | 4.92% | 1,985,506 | $85M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.52% | 1,824,704 | $78M |
| 8 | STATE STREET CORP | 4.28% | 1,728,738 | $74M |
| 9 | BlackRock, Inc. | 2.83% | 1,143,622 | $49M |
| 10 | EARNEST PARTNERS LLC | 2.79% | 1,126,831 | $48M |
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