Not independent
Tenure on this board
5.5 yrs
6 nominees · 4 ballot items.
Elect six directors; Ratify appointment of Plante & Moran, PLLC as independent auditors for 2026; Advisory approval of named executive officers’ compensation (Say on Pay); Advisory vote on frequency of future Say on Pay votes (Say on Frequency).
Elect six members of the Board of Directors to serve until the 2027 Annual Meeting.
Ratify the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Executive Compensation section of the proxy statement.
Proposal asks shareholders to approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the proxy. Management seeks shareholder approval to demonstrate support for its executive pay programs, which include performance-based restricted stock and annual incentive cash awards tied to net operating ratio and ROAE, and to inform future compensation decisions. Context includes strong 2025 performance (record net income and significant equity appreciation) and vesting of 2023 performance awards at maximum, which may influence shareholder views. The board recommends a vote FOR, citing alignment of pay with performance, use of performance metrics and shareholder engagement; the recommendation notes the vote is advisory and will be considered by the Compensation Committee in setting future compensation.
Choose whether future advisory votes on executive compensation should occur every one, two, or three years; the Board recommends one year.
The proposal asks shareholders to indicate, on a non-binding basis, how often they prefer the Company hold advisory votes on executive compensation (one, two, or three years). Management recommends annual votes, arguing that yearly feedback provides timely investor input for compensation design and communication. The recommendation reflects the Board's view that more frequent feedback supports alignment with shareholder interests; the vote is non-binding but will inform the Board and Compensation Committee. Context: Dodd-Frank requires providing this choice every six years; the Company has conducted Say on Pay annually and engaged shareholders on compensation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 3.8% | 1,153,980 | $30M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.3% | 1,001,243 | $26M |
| 3 | AMERICAN CENTURY COMPANIES INC | 3.3% | 988,951 | $26M |
| 4 | BlackRock, Inc. | 3.2% | 975,421 | $26M |
| 5 | BlackRock, Inc. | 2.8% | 849,281 | $22M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.8% | 846,693 | $22M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 658,068 | $17M |
| 8 | Connor, Clark Lunn Investment Management Ltd. | 1.8% | 550,867 | $14M |
| 9 | STATE STREET CORP | 1.7% | 525,099 | $14M |
| 10 | PRUDENTIAL FINANCIAL INC | 1.5% | 465,392 | $12M |
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