Independent
Tenure on this board
5.8 yrs
12 nominees · 3 ballot items.
Election of twelve directors for one-year terms; ratification of Plante & Moran, PLLC as independent registered public accounting firm for 2026; an advisory (non-binding) vote to approve named executive officer compensation (Say‑On‑Pay); and any other business properly brought before the meeting.
Election of twelve directors, each for a one‑year term.
Ratification of the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for 2026.
Advisory (non‑binding) vote to approve the compensation of the Company’s named executive officers as disclosed in this proxy statement.
This proposal asks shareholders to cast a non‑binding advisory vote approving the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to validate its pay philosophy and the Compensation Committee’s design and implementation of pay programs that include base salary, annual cash bonus plans tied to financial metrics, and long‑term restricted stock awards with both time‑based and performance‑based vesting. The Compensation Committee uses peer benchmarking (AON), multi‑year performance metrics (including TSR, ROE, diluted EPS change, ROAA and other bank-specific measures), and a mix of annual and long‑term incentives to align executive pay with shareholder interests and retention goals. The advisory vote is not binding, but the Compensation Committee states it will consider the outcome when setting future compensation, making this vote a shareholder signal to management. The Board recommends FOR the proposal, citing governance features such as clawback provisions, stock ownership guidelines, a mix of time‑ and performance‑based equity grants, and independent advisor review as evidence that the program aligns pay and performance. From a governance perspective, the program’s use of multi‑year performance periods and peer/index comparisons reduces short‑termism, while the continued role of the Compensation Committee and independent consultant provides oversight and market context. Investors should consider that broker non‑votes may occur on advisory compensation votes for beneficial owners who do not submit voting instructions, and that the outcome will inform but not dictate future compensation decisions by the Board.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 5.9% | 1,015,858 | $51M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.7% | 990,784 | $50M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 704,324 | $36M |
| 4 | BlackRock, Inc. | 3.7% | 632,560 | $32M |
| 5 | AMERICAN CENTURY COMPANIES INC | 3.3% | 561,467 | $28M |
| 6 | BlackRock, Inc. | 3.0% | 517,580 | $26M |
| 7 | STATE STREET CORP | 2.9% | 502,468 | $25M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 2.7% | 472,213 | $24M |
| 9 | NORTH STAR ASSET MANAGEMENT INC | 2.2% | 383,180 | $19M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 373,248 | $19M |
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