Not independent
Tenure on this board
28.4 yrs
14 nominees · 3 ballot items.
Election of 14 directors; an advisory (non-binding) vote to approve executive compensation (“say-on-pay”); and ratification of Forvis Mazars, LLP as the Company’s independent registered public accounting firm.
To elect the 14 nominees listed in the Proxy Statement as directors for a term of one year.
A non-binding advisory vote to approve the Company’s compensation of its named executive officers as disclosed in the Proxy Statement.
This non-binding management proposal asks shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy, effectively endorsing the Compensation Discussion and Analysis and related tables. Management seeks this advisory approval to validate its executive pay framework and to respond to investor expectations and Dodd-Frank requirements for an advisory “say-on-pay” vote. The Company frames its program around a mix of base salary, annual cash incentives tied to absolute and relative performance metrics, and substantial equity-based incentive awards for the CEO, two-thirds of which are performance-based and measured against a peer group over multi-year periods. Notable governance features include an independent, all-independent Compensation Committee, use of a peer group of U.S. banks ($10B–$50B) for relative metrics, deferred portions of bonuses to support retention, and clawback provisions consistent with NYSE requirements. The proposal is advisory and non-binding, so while it does not compel changes, a negative vote would likely trigger shareholder engagement and potential adjustments by the Compensation Committee. The Company highlights recent shareholder support (94.4% in favor in 2025) and points to strong financial performance in 2025 as context for recommending a FOR vote. The Board’s recommendation emphasizes alignment of pay with long-term shareholder interests, risk-mitigating plan design (performance metrics, independent oversight, and clawbacks), and retention benefits tied to multi-year performance. Investors evaluating the proposal should weigh the advisory nature of the vote, the specific performance metrics and peer comparisons used, the magnitude and structure of CEO equity grants, and the Compensation Committee’s responsiveness to prior shareholder feedback when assessing whether the compensation program is likely to produce sustained shareholder value.
To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the next fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.3% | 14,616,309 | $394M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.4% | 10,943,623 | $295M |
| 3 | STATE STREET CORP | 4.5% | 9,113,795 | $245M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 8,311,406 | $224M |
| 5 | T. Rowe Price Investment Management, Inc. | 4.0% | 8,045,778 | $217M |
| 6 | BlackRock, Inc. | 3.3% | 6,602,775 | $178M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.1% | 6,229,866 | $168M |
| 8 | Capital Research Global Investors | 2.8% | 5,688,522 | $153M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.3% | 4,659,834 | $125M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 3,901,887 | $105M |
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