Independent
Tenure on this board
2.0 yrs
3 nominees · 3 ballot items.
Three proposals: (1) election of three directors; (2) an advisory (non-binding) 'say on pay' vote on executive compensation; and (3) ratification of Crowe LLP as the company’s independent registered public accounting firm for fiscal 2026.
Election of three director nominees — Jesse J. Cureton, Dwight L. Jacobs and Narasimhulu Neelagaru, M.D. — to the Company’s Board for specified terms as listed in the proxy.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (the 'say on pay' vote).
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed executive compensation as presented in the proxy (including the Compensation Discussion and Analysis and compensation tables). Management is seeking endorsement to confirm that the board’s compensation design and decisions — including base salaries, annual cash incentives tied to adjusted pre-tax, pre-provision income and division profitability, long-term equity awards with a performance-based component, clawback provisions, and other governance features — are supported by shareholders. The Company highlights pay-for-performance features (threshold/target/maximum payout levels and performance-based restricted stock units), stock ownership guidelines, anti-hedging/pledging prohibitions, and double-trigger change-in-control protections as mechanisms aligning management and shareholder interests. The board emphasizes that the Compensation Committee uses independent consultants and peer/market data to set pay and that results of the prior year’s say-on-pay (≈97% support) informed continuing practices. The vote is advisory and non-binding, but the board and Compensation Committee state they will consider the outcome when making future compensation decisions. Key context includes robust financial results in 2025 (higher net income, EPS, and adjusted pre-tax/pre-provision income) that underpin incentive payouts, and the Company’s emphasis on retention through multi-year equity vesting and deferred compensation vehicles. Management’s stated rationale for recommending FOR is that the programs attract and retain experienced executives while incentivizing sustainable performance and prudent risk-taking. For a sophisticated assessment, note the mix of short- and long-term incentives, the use of a three-year performance measure for PBRSUs tied to relative performance and internal metrics, and the presence of clawbacks and ownership guidelines which mitigate certain governance risks; shareholders should weigh these governance safeguards against the absolute magnitude of realized and potential payouts disclosed in the proxy.
Ratification of the Audit Committee’s appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FJ Capital Management LLC | 9.2% | 1,554,425 | $66M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.8% | 799,696 | $34M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 682,912 | $29M |
| 4 | BlackRock, Inc. | 3.7% | 623,923 | $27M |
| 5 | BlackRock, Inc. | 3.6% | 601,193 | $26M |
| 6 | ALLIANCEBERNSTEIN L.P. | 3.3% | 552,801 | $24M |
| 7 | AMERICAN CENTURY COMPANIES INC | 3.0% | 502,315 | $21M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 2.8% | 466,215 | $20M |
| 9 | STATE STREET CORP | 2.7% | 453,878 | $19M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 302,171 | $13M |
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