Not independent
Tenure on this board
14.5 yrs
8 nominees · 3 ballot items.
Three proposals: (1) election of nine director nominees to the Board; (2) ratification of Crowe LLP as the company’s independent auditor for 2026; and (3) a non-binding advisory (say-on-pay) vote to approve the 2025 compensation paid to the Named Executive Officers as disclosed in the proxy statement.
Elect each of the nine director nominees named in the proxy statement to serve until the 2027 annual meeting of stockholders (nine one-year terms).
Ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory approval of the compensation paid in 2025 to the Named Executive Officers as disclosed in the proxy statement (CD&A, Summary Compensation Table, other compensation tables and narrative).
This management proposal requests a non-binding, advisory vote to approve the Company’s 2025 executive compensation as described in the proxy, including the Compensation Discussion and Analysis, the Summary Compensation Table and supporting narrative. Management seeks validation from stockholders that its executive-pay program—which consists of base salary, an 80/20 weighted STIP emphasizing financial metrics and individual goals, and a 50/50 mix of time-vested RSUs and performance-based PSUs under the LTIP—appropriately aligns executive incentives with long-term stockholder interests. The Compensation Committee emphasizes governance features that it argues mitigate excessive risk-taking, including independent committee oversight, an independent consultant, stock ownership guidelines (5x CEO salary), a clawback policy, and a balanced mix of cash and equity with multi-year performance metrics tied to ROTCE and relative TSR. Contextually, the Company executed significant strategic actions in 2025 (including the Territorial Bancorp acquisition) and implemented program changes in 2024–2025; the proxy discloses that certain prior PSUs (2023 cycle) paid out 0% due to missed performance thresholds while 2025 STIP payouts were below target overall (84% corporate achievement). The Board recommends a FOR vote and frames this as a confirmation that the redesigned program appropriately rewards performance, retention and alignment, noting prior strong stockholder support (≈95% say-on-pay approval previously) and ongoing stockholder outreach. From a critical perspective, investors will weigh the non-binding nature of the vote, recent forfeiture of PSUs, and the gap between reported net income and non-GAAP adjustments when assessing whether pay outcomes reflect realized performance. The outcome will inform but not bind the Compensation Committee; management states it will consider stockholder feedback in future plan design. Overall, the proposal is a governance checkpoint asking stockholders to endorse the committee’s calibration of pay-for-performance metrics, risk mitigants, and talent-retention features in the context of the Company’s recent strategic actions and financial results.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.45% | 13,356,610 | $149M |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 7.81% | 9,990,002 | $112M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.87% | 7,498,882 | $84M |
| 4 | STATE STREET CORP | 5.73% | 7,329,141 | $82M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 5.62% | 7,189,391 | $80M |
| 6 | HoldCo Asset Management, LP | 4.90% | 6,262,187 | $70M |
| 7 | FULLER THALER ASSET MANAGEMENT, INC. | 4.63% | 5,918,210 | $66M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 4.31% | 5,503,848 | $61M |
| 9 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 3.47% | 4,434,252 | $50M |
| 10 | BlackRock, Inc. | 2.60% | 3,327,309 | $37M |
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