Not independent
Tenure on this board
6.6 yrs
4 nominees · 3 ballot items.
Elect four Class I directors (Kevin J. Hanigan, William T. Luedke IV, Perry Mueller, Jr., Harrison Stafford II); ratify Deloitte & Touche LLP as independent registered public accounting firm for 2026; and approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers (Say‑On‑Pay).
Elect four Class I directors — Kevin J. Hanigan, William T. Luedke IV, Perry Mueller, Jr. and Harrison Stafford II — to serve until the 2029 annual meeting.
Ratify the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Compensation Discussion and Analysis, 2025 Summary Compensation Table and related disclosures).
This management proposal asks shareholders to cast a non-binding, advisory vote to approve the Company’s disclosed executive compensation for the named executive officers as described in the Proxy Statement (the CD&A, the 2025 Summary Compensation Table and related disclosures). Management seeks shareholder approval to validate a compensation program that combines a formulaic annual incentive bonus (paid approximately 75% in cash and 25% in restricted stock), longer-term restricted stock awards with multi-year vesting, and discretionary cash bonuses to align pay with Company performance and retain key executives. The Compensation Committee uses a peer group of regional bank holding companies, explicit performance metrics (total return, EPS growth, asset quality, ROAE, efficiency ratio, deposit/asset/loan growth, dividend increases) and discretion for long-term awards to link pay to metrics and strategic objectives, including acquisition activity. The context includes a recent, material governance episode: a lower Say‑on‑Pay approval in 2024 that the Company attributes to an ISS recommendation driven by a single‑trigger change‑in‑control feature, which the Company subsequently addressed by amending executive agreements to require double‑trigger change‑in‑control payments. Management highlights shareholder engagement following that vote and describes adjustments made to address investor concerns. The Board supports this advisory vote because it believes the program appropriately balances short‑ and long‑term incentives, ties significant pay to company performance and shareholder returns, and reflects changes made after shareholder feedback; however, the vote is non‑binding and the Board will consider the outcome and shareholder input when making future compensation decisions. From a governance perspective, important considerations for investors include the non-binding nature of the vote, the presence and structure of change‑in‑control protections and the relative weighting of cash versus equity linked to performance metrics. Overall, a sophisticated evaluation should weigh the formulaic metrics, the use and vesting of restricted stock, recent responsiveness to investor feedback, and the potential retention/agency tradeoffs inherent in the Company’s pay practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AQR CAPITAL MANAGEMENT LLC | 6.2% | 6,285,647 | $420M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.6% | 5,598,802 | $376M |
| 3 | BlackRock, Inc. | 5.5% | 5,508,301 | $370M |
| 4 | STATE STREET CORP | 5.0% | 5,091,478 | $345M |
| 5 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 4.9% | 4,900,771 | $329M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 4.7% | 4,731,151 | $318M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 4,347,994 | $292M |
| 8 | Neuberger Berman Group LLC | 3.0% | 3,060,042 | $206M |
| 9 | BlackRock, Inc. | 2.9% | 2,895,456 | $195M |
| 10 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 2.1% | 2,079,528 | $140M |
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