Independent
Tenure on this board
1.9 yrs
4 nominees · 3 ballot items.
Elect four Class A directors for three-year terms; approve a non-binding advisory vote on Named Executive Officer compensation (Say‑On‑Pay); and ratify Crowe LLP as the independent registered public accounting firm for fiscal year 2026.
Elect four Class A director nominees (Brian D. Brunner, Scott V. Fainor, Cindy J. Joiner, and Eric A. Segal) to serve three-year terms expiring in 2029.
A non-binding advisory vote to approve the compensation paid to the Company's Named Executive Officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding, advisory vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement. Management is seeking shareholder approval to affirm its executive compensation program, which ties annual STIP awards and initial LTIP awards to objective corporate metrics (Net Income and Return on Average Equity) and subjects 50% of LTIP awards to future performance vesting tied to ROAA and relative TSR, with additional plan-level risk mitigants such as a credit-quality modifier and an adjustment discretion of ±20% by the Compensation Committee. The Compensation Committee excluded certain non-recurring merger-related expenses from performance calculations for 2025, resulting in adjusted results that produced awards above target; it then exercised its discretion to increase earned awards by 20%, and granted additional performance-vested equity to select executives for 2025. The vote is advisory pursuant to Dodd‑Frank and is non-binding, but the Board and Compensation Committee state they will carefully consider the outcome when making future compensation decisions; the company previously held Say‑On‑Pay votes annually and received 90.28% support in 2025. Management’s stated rationale for recommending a FOR vote emphasizes pay‑for‑performance alignment, limited perquisites, risk-mitigating plan features, multi-year performance vesting to align executives with long‑term shareholder value, and active shareholder engagement informing plan design. From a governance perspective, shareholders should weigh the non-binding endorsement against evidence of alignment (e.g., strong adjusted financial performance, upward adjustments by the Compensation Committee, and integration awards tied to merger cost savings) and potential governance considerations including the use of discretion to adjust awards and exclusions to performance metrics. Investors evaluating this proposal will want to assess whether the company’s adjustments (exclusion of merger costs and discretionary upward adjustments) are reasonable given the company’s explanation of integration benefits and whether long‑term vesting metrics and clawback provisions sufficiently protect shareholder interests. Overall, a FOR vote endorses management’s pay philosophy and the specific 2025 outcomes as described; a vote against would signal shareholder concern about aspects of design, execution, or discretion applied to incentive outcomes.
Ratify the Audit Committee’s selection 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 | DIMENSIONAL FUND ADVISORS LP | 4.38% | 860,409 | $31M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.16% | 817,621 | $29M |
| 3 | STATE STREET CORP | 4.08% | 800,719 | $29M |
| 4 | BlackRock, Inc. | 3.63% | 713,492 | $26M |
| 5 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.02% | 592,687 | $21M |
| 6 | BlackRock, Inc. | 2.84% | 557,118 | $20M |
| 7 | AMERICAN CENTURY COMPANIES INC | 2.53% | 497,085 | $18M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.36% | 464,038 | $17M |
| 9 | ALGERT GLOBAL LLC | 1.63% | 320,560 | $12M |
| 10 | TWO SIGMA INVESTMENTS, LP | 1.53% | 300,970 | $11M |
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