Not independent
Tenure on this board
18.6 yrs
9 nominees · 3 ballot items.
Elect nine directors; advisory vote on executive compensation (say-on-pay); ratify selection of independent registered public accounting firm; transact other business if presented.
To elect nine directors to the Board for one-year terms expiring at the 2027 annual meeting.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This non-binding management proposal requests shareholder approval of the disclosed compensation for Named Executive Officers, as required by the Dodd-Frank Act. Management seeks endorsement to validate its compensation philosophy — emphasizing pay-for-performance, a mix of base salary, annual cash bonuses tied to a company scorecard, and long-term equity incentives including performance shares tied to tangible book value and return on average tangible common equity. The Board and Compensation Committee note strong prior shareholder support and assert that the program aligns executive incentives with long-term shareholder value, maintains competitive pay, enforces stock ownership guidelines, and includes risk-mitigating features such as clawbacks and prohibitions on hedging. Because the vote is advisory, the Board may consider results when making future compensation decisions but is not bound by them. The Board recommends a vote "FOR," citing the program's demonstrated positive alignment with company performance metrics and governance safeguards.
Ratify the Audit Committee’s selection of KPMG LLP as the Company's independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.98% | 4,638,722 | $188M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.36% | 3,109,064 | $126M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.80% | 2,448,978 | $99M |
| 4 | STATE STREET CORP | 5.70% | 2,407,380 | $98M |
| 5 | FIRST TRUST ADVISORS LP | 5.49% | 2,321,924 | $94M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.52% | 1,908,153 | $77M |
| 7 | AMERICAN CENTURY COMPANIES INC | 3.79% | 1,600,499 | $65M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.36% | 1,420,288 | $57M |
| 9 | LSV ASSET MANAGEMENT | 3.04% | 1,284,891 | $52M |
| 10 | BlackRock, Inc. | 2.81% | 1,186,592 | $48M |
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