Not independent
Tenure on this board
0.8 yrs
Also a director at
Hilltop Holdings Inc (HTH)
8 nominees · 3 ballot items.
Elect eight directors to one-year terms; an advisory (non-binding) “say-on-pay” vote to approve named executive officer compensation for 2025; and an advisory (non-binding) ratification of Crowe LLP as the Company’s independent registered public accounting firm for 2026.
Elect eight directors to the Board to serve one-year terms until the 2027 annual meeting.
Advisory 'say-on-pay' vote to approve the compensation paid to the Company’s named executive officers for 2025 as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the overall compensation paid to the named executive officers for 2025 as described in the proxy. Management frames the program as aligned with long-term shareholder value through a mix of annual cash incentives, time-based restricted share units and performance share units, with recoupment and other governance safeguards. The 2025 compensation disclosures reflect the Merger-related leadership changes and significant payouts to certain former executives (including large severance/consulting payments tied to the Merger), which may be a point of investor scrutiny. The Compensation Committee asserts that target award levels and equity mix were set using peer group market data and are intended to retain critical executives and align pay with performance. The Company highlights an Incentive Compensation Recoupment Policy and other policies intended to limit excessive risk-taking and provide clawback ability consistent with regulatory expectations. Shareholders should weigh the non-binding nature of the vote, the effect of the Merger on reported 2025 pay (notably large payments to former executives), and ongoing governance factors such as the Company’s controlled-company status, which affects committee independence. The Board will consider the outcome of this advisory vote in future compensation decisions, but the vote does not change pay directly; investors evaluating the proposal should consider both pay-for-performance alignment (as shown in the Pay Versus Performance disclosure) and one-time, transaction-related payments that drive 2025 totals.
Advisory ratification of the 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 | Mechanics Bank Trust Department | 1.04% | 2,301,961 | $34M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.94% | 2,080,439 | $31M |
| 3 | BlackRock, Inc. | 0.83% | 1,820,124 | $27M |
| 4 | STATE STREET CORP | 0.78% | 1,710,425 | $25M |
| 5 | BlackRock, Inc. | 0.59% | 1,306,550 | $19M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.57% | 1,247,837 | $18M |
| 7 | GW Investment Management, LLC | 0.51% | 1,133,087 | $17M |
| 8 | Composition Wealth, LLC | 0.51% | 1,115,781 | $16M |
| 9 | Bank of New York Mellon Corp | 0.46% | 1,007,739 | $15M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 0.34% | 746,767 | $11M |
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