Independent
Tenure on this board
0.2 yrs
5 nominees · 4 ballot items.
Elect five Class III directors; approve an amendment to declassify the Board of Directors; advisory (non-binding) approval of executive compensation (‘Say-on-Pay’); and ratify Crowe LLP as independent auditor for 2026.
Elect five Class III directors (Michael E. Griffin, Dennis S. Hudson, III, Kathleen B. Kay, Alvaro J. Monserrat, and Randolph A. Moore, III) to the Board of Directors.
Approve an amendment to the Amended and Restated Articles of Incorporation to phase out the classified (three‑class) board structure so that all directors stand for annual election by 2028.
This proposal asks shareholders to approve an amendment to the Company’s Amended and Restated Articles of Incorporation to eliminate the classified (three‑class) board structure and transition to annual elections for all directors by 2028. Management and the Compensation and Governance Committee recommend the change as a governance enhancement to increase board accountability to shareholders by enabling shareholders to vote on the entire board annually. The Board decided to phase the change in over three years so that no incumbent’s term would be shortened; directors whose terms expire in 2026 and 2027 would instead be elected to one‑year terms during the phase‑in, with full declassification completed in 2028. The filing frames this as responsive to evolving governance norms and shareholder feedback gathered after the 2025 say‑on‑pay vote, and as consistent with increased transparency and shareholder voice. The Board also considered the traditional rationales for classified boards—continuity, stability, and protection against coercive takeovers—but concluded that annual elections better align with current governance best practices and shareholder expectations. The amendment preserves existing Board authority to change the size of the Board and to fill vacancies, and includes transition mechanics for apportioning class sizes if the Board size changes during the phase‑in. The Company requires a supermajority affirmative vote (two‑thirds of votes cast) to adopt this amendment, and the Board unanimously recommends approval, presenting the change as a low‑risk governance modernization that will not truncate current director terms.
A non-binding advisory (Say-on-Pay) vote asking shareholders to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to endorse the Company’s executive compensation program as disclosed in the proxy statement. Management seeks approval to validate its mix of base salary, short‑term cash incentives tied to quantitative metrics (adjusted EPS, ROA, organic loan and deposit growth) and qualitative modifiers, and long‑term incentives weighted heavily toward performance stock units (PSUs) tied to three‑year relative EPS growth and ROATE performance. The Compensation and Governance Committee emphasizes pay‑for‑performance alignment, risk protections (Tier 1 capital gateway, mandatory holding periods, clawback policy), and recent disclosure enhancements made after a 61% say‑on‑pay vote in 2025 and subsequent shareholder outreach. A ‘FOR’ vote is non‑binding but signals shareholder support for the design and governance of the program; the Board intends to consider the vote results when making future compensation decisions. The filing notes substantive changes—expanded disclosure of performance targets and weightings, addition of organic growth metrics in STI, and enhancements to PSU design and disclosure—intended to address prior investor concerns. Management presented that 2025 STI outcomes included strong quantitative performance and a qualitative uplift tied to M&A execution and strategic priorities, resulting in above‑target short‑term payouts and a majority of compensation being at risk. Investors should weigh that the majority of CEO/NEO pay is performance‑based and that PSUs include absolute performance caps and capital gateway protections, while also considering that the advisory vote does not require the Board to change pay programs. In sum, the proposal represents a routine annual governance item that invites shareholder feedback on pay alignment and will influence the Board’s future compensation governance decisions.
Ratify the appointment 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 | BlackRock, Inc. | 10.39% | 10,101,111 | $306M |
| 2 | North Reef Capital Management LP | 5.99% | 5,825,000 | $176M |
| 3 | STATE STREET CORP | 5.17% | 5,023,436 | $152M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.52% | 4,398,516 | $133M |
| 5 | WELLINGTON MANAGEMENT GROUP LLP | 3.50% | 3,405,262 | $103M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.08% | 2,996,901 | $91M |
| 7 | BlackRock, Inc. | 3.02% | 2,939,343 | $89M |
| 8 | WESTWOOD HOLDINGS GROUP INC | 2.33% | 2,267,167 | $69M |
| 9 | DEPRINCE RACE ZOLLO INC | 2.30% | 2,237,739 | $68M |
| 10 | FRANKLIN RESOURCES INC | 2.23% | 2,170,868 | $66M |
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