Independent
Tenure on this board
21.4 yrs
12 nominees · 3 ballot items.
Elect twelve directors for one-year terms; approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (Say-on-Pay); and ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
Elect the twelve director nominees named in the proxy statement, each for a one-year term.
Advisory (non-binding) vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables and related narrative.
This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation disclosures and the compensation program for the named executive officers as presented in the proxy statement. Management seeks this advisory approval to confirm that its pay programs — which combine base salary, short-term cash incentives tied to a balanced scorecard and long-term equity incentives (50% performance-based PSUs measured by multi-year ROATCE and relative TSR, and 50% time-based retention RSUs) — are aligned with stockholder interests and effective in attracting and retaining senior talent. The proposal is contextualized by the Company’s 2025 performance (reported net income of $169 million, improved net interest margin, record noninterest income growth and completion of the Evans acquisition) and by recent incentive outcomes (2025 short-term incentives paid at 108.33% of target and 2023–2025 PSUs paid at 84.9% of target). Because the vote is advisory, it does not change compensation arrangements directly, but the Board and the Compensation and Benefits Committee state that they value shareholder feedback and will consider any significant negative vote when deciding whether to adjust program design or disclosures. The Board unanimously recommends a FOR vote and cites strong governance features — independent committee oversight, an independent compensation consultant, stock ownership guidelines, clawback/recoupment policies, and hedging/pledging prohibitions — as supporting rationale. The proxy notes that prior Say-on-Pay support was strong (96.3% in 2025), and the Committee will use shareholder response to guide future iterations of the program, including metrics, goal-setting and disclosure enhancements. For an analyst evaluating governance and compensation risk, key considerations include the non-binding nature of the vote, the dual-metric PSU design emphasizing both internal profitability (ROATCE) and market-relative outcomes (TSR), the recent positive operating results, and the Company’s commitment to consider and respond to substantial shareholder opposition though no automatic remedial actions are mandated by the vote.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.53% | 5,474,933 | $233M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.68% | 3,475,187 | $148M |
| 3 | STATE STREET CORP | 4.78% | 2,486,293 | $106M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.33% | 2,253,115 | $96M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.26% | 2,217,642 | $94M |
| 6 | BlackRock, Inc. | 2.73% | 1,420,270 | $60M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.20% | 1,146,036 | $49M |
| 8 | SILVERCREST ASSET MANAGEMENT GROUP LLC | 1.33% | 692,782 | $29M |
| 9 | VICTORY CAPITAL MANAGEMENT INC | 1.29% | 669,852 | $29M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.18% | 615,587 | $26M |
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