Not independent
Tenure on this board
20.4 yrs
12 nominees · 3 ballot items.
Election of 12 directors; non-binding advisory (say-on-pay) vote to approve NEO compensation; ratification of Forvis Mazars, LLP as independent registered public accounting firm.
Elect twelve directors to the Board to serve until the 2027 annual meeting and until successors are elected and qualified.
A non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This is a management-sponsored non-binding advisory proposal asking shareholders to approve the compensation of the company’s named executive officers as disclosed in the proxy statement. Management seeks shareholder endorsement of its pay practices to confirm alignment between executive incentives and shareholder interests; the Compensation Committee has structured pay using revenue, EPS, and return on average equity with vesting and clawback features and used Aon as consultant. The Board recommends a FOR vote, citing the CD&A and compensation tables, emphasizing that the vote will be taken into account in future decisions. The proposal is advisory and not binding, so even if it fails, the Board retains discretion. Context includes the company’s banking regulatory environment (FDIC guidance on excessive compensation), recent performance shortfalls in 2025 due to higher interest rates and loan losses from fraud, and discretionary adjustments the Compensation Committee made (75% awards) to balance reward and accountability; shareholders may weigh these tradeoffs when voting.
Ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Elser Financial Planning, Inc | 58.7% | 26,983,101 | $1.2B |
| 2 | BlackRock, Inc. | 6.5% | 2,967,805 | $127M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 3.6% | 1,663,468 | $71M |
| 4 | Doma Perpetual Capital Management LLCActivist | 2.4% | 1,115,594 | $48M |
| 5 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 2.4% | 1,093,004 | $47M |
| 6 | STATE STREET CORP | 2.3% | 1,034,632 | $45M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 2.2% | 1,000,776 | $43M |
| 8 | BlackRock, Inc. | 1.8% | 831,894 | $36M |
| 9 | AMERICAN CENTURY COMPANIES INC | 1.6% | 742,635 | $32M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.4% | 625,674 | $27M |
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