Independent
Tenure on this board
7.1 yrs
9 nominees · 3 ballot items.
Election of nine directors; advisory approval of Named Executive Officers’ compensation (Say-on-Pay); ratification of Crowe LLP as independent auditor; and transacting other business as may properly come before the Annual Meeting.
Elect nine (9) directors to serve one-year terms until the next annual meeting.
Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers (Say-on-Pay).
This proposal asks shareholders to cast an advisory (non-binding) vote approving the 2025 compensation of the Company’s Named Executive Officers (NEOs) as disclosed in the proxy statement, including pay elements such as base salary, annual cash incentives, long-term equity awards (RSUs and PRSUs), benefits and severance arrangements. Management seeks shareholder approval primarily to validate its executive compensation design — which emphasizes pay-for-performance through annual cash incentives and long-term equity with performance-based PRSUs tied to rTSR, ROAA and ROATCE — and to demonstrate alignment between management and shareholder interests. The Board highlights a strong governance framework (clawback policies, share ownership, independent compensation committee, and engagement with an external consultant) and notes prior high say-on-pay support (97% in 2025) to justify its recommendation. The proposal is non-binding, so while the Company will consider the vote in future decisions, the Board retains discretion over compensation design and payouts. Key context includes recent executive leadership transitions (appointment of Johnny Lee as CEO in 2025 and retirement of David Morris), a redesigned compensation program with scorecard methodologies for annual incentives, and performance metrics tied to multi-year PRSU awards. The Board’s recommendation to vote FOR is justified by its view that the compensation program aligns with long-term strategy, shareholder value creation, and market practices; however, because the vote is advisory and shareholders lack direct enforcement rights, institutional investors will weigh pay-for-performance linkage (rTSR and absolute financial metrics), governance features, and retention provisions when forming their vote. The outcome may influence future compensation program adjustments and continued shareholder engagement by the Compensation, Nominating and Governance Committee.
Ratify Crowe LLP as the Company’s independent auditor for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FJ Capital Management LLC | 8.92% | 1,511,408 | $32M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.72% | 799,233 | $17M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.90% | 660,025 | $14M |
| 4 | BlackRock, Inc. | 3.64% | 616,756 | $13M |
| 5 | AMERICAN CENTURY COMPANIES INC | 2.76% | 467,678 | $10M |
| 6 | BlackRock, Inc. | 2.43% | 412,098 | $9M |
| 7 | ALLIANCEBERNSTEIN L.P. | 2.26% | 382,318 | $8M |
| 8 | Rhino Investment Partners, Inc | 2.00% | 338,810 | $7M |
| 9 | STATE STREET CORP | 1.92% | 324,822 | $7M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.76% | 298,528 | $6M |
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