Independent
Tenure on this board
7.1 yrs
4 nominees · 4 ballot items.
Election of four directors; Ratification of Crowe LLP as independent auditors; Advisory (non-binding) vote on executive compensation (say-on-pay); Advisory (non-binding) vote on frequency of say-on-pay (one, two, or three years).
Elect three directors to three-year terms and one director to a one-year term.
Ratify selection of Crowe LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
A non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to endorse, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy materials, including the Compensation Discussion and Analysis and compensation tables. Management conducts this annual say-on-pay vote to obtain shareholder feedback on pay practices and to demonstrate shareholder support for executive compensation arrangements. The Board recommends a vote FOR the proposal and will consider the outcome when setting future compensation, noting that the 2025 advisory vote showed approximately 98.2% support and that the Compensation Committee uses consultant benchmarking and performance metrics tied to EPS, efficiency ratio, asset quality and deposit growth. Because the vote is advisory it will not be binding; however, a strong negative vote could prompt the Board and Compensation Committee to revisit compensation policies. The proposal’s context includes the company’s use of long-term incentive plans, performance-unit awards tied to TSR and ROAA relative to a peer group, clawback policies, and change-in-control severance arrangements. The Board frames the program as competitive and aligned with shareholder interests, citing prior shareholder support and the Committee’s review of compensation programs with an external consultant.
An advisory vote for shareholders to choose whether the say-on-pay vote should occur every one, two, or three years. The Board recommends one year.
This advisory proposal asks shareholders to indicate their preferred frequency (1, 2, or 3 years) for submitting the non-binding say-on-pay vote. The Board supports annual votes (one year) to allow shareholders to regularly express views on executive compensation and for the Compensation Committee to consider shareholder feedback in future pay decisions. While advisory and non-binding, the result guides the Board’s decision; company policy ensures the vote on frequency occurs at least once every six years. The context includes the company’s expressed commitment to annual shareholder engagement on pay and the Compensation Committee's reliance on shareholder input and consultant benchmarking in setting compensation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.6% | 1,154,872 | $38M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 905,200 | $30M |
| 3 | BlackRock, Inc. | 4.2% | 872,524 | $29M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 3.9% | 807,625 | $27M |
| 5 | AMERICAN CENTURY COMPANIES INC | 3.5% | 713,263 | $24M |
| 6 | STATE STREET CORP | 3.5% | 713,186 | $24M |
| 7 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.0% | 623,027 | $21M |
| 8 | ACADIAN ASSET MANAGEMENT LLC | 2.9% | 595,779 | $20M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 2.8% | 582,291 | $19M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 431,592 | $14M |
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