Independent
Tenure on this board
18.2 yrs
6 nominees · 4 ballot items.
Election of six directors; advisory (non-binding) approval of executive compensation (Say-on-Pay); approval of an amendment to authorize issuance of up to 8,000,000 shares of flexible preferred stock; ratification of Ernst & Young LLP as independent auditors.
Election of six nominees to the Board for staggered terms (four to 2029, one to 2028, one to 2027).
Non-binding advisory approval of the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This non-binding proposal asks shareholders to approve, on an advisory basis, the Company’s executive compensation as disclosed in the proxy statement (CD&A, tables, and narrative). Management seeks approval to validate its compensation program, which ties pay to performance through base salary, annual incentive (AIP) metrics like EPS, ROATCE and loan growth, and long-term equity awards (RSUs and PSUs) with relative ROATCE peer performance. The board recommends FOR, citing prior strong shareholder support (95.9% in 2025), alignment with long-term shareholder value, use of peer benchmarking and an independent compensation consultant, and disclosure of compensation governance, recoupment policy and clawback provisions. A sophisticated analyst should note the advisory nature of the vote (non-binding), the company’s pay-for-performance mechanisms, the CEO pay ratio and the board’s plan to consider vote outcomes in future decisions; also consider the company’s recent financial performance (lower net income in 2025) and the potential CEO transition (retirement of prior CEO) which may affect future compensation dynamics.
Approve amendment to authorize issuance of up to 8,000,000 shares of preferred stock with flexible terms set by the Board without further shareholder approval.
Proposal 3 requests shareholder approval to amend the company's certificate of formation to authorize 8,000,000 shares of preferred stock that the board can designate in series with flexible rights. Management argues this increases financing agility for capital raises, strategic transactions, and avoids delays of shareholder meetings; the board commits not to use the authorization for anti-takeover defenses without shareholder approval. Key governance concerns include potential dilution, adverse effects on common shareholders' voting power, earnings-per-share and liquidation preferences, and the possibility of the board issuing preferred shares in ways that entrench management. The proposal requires a two-thirds shareholder approval and, if passed, will enable the board to quickly structure instruments (e.g., dividend-bearing or convertible preferred) to attract capital or counterparties. Analysts should weigh the company's stated capital adequacy and lack of current plans to issue preferred against the value of optionality, and consider market precedent where flexible preferred can be useful for banks but also can be misused without strong shareholder protections; note the board's explicit commitment against anti-takeover uses and the stated intent to file the amendment promptly if approved.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered certified public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.0% | 2,978,198 | $93M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.4% | 1,312,117 | $41M |
| 3 | STATE STREET CORP | 4.3% | 1,293,618 | $40M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 1,237,121 | $38M |
| 5 | BlackRock, Inc. | 2.8% | 841,564 | $26M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 621,042 | $19M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.0% | 589,051 | $18M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 1.5% | 440,146 | $14M |
| 9 | TWO SIGMA INVESTMENTS, LP | 1.3% | 394,820 | $12M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.3% | 389,867 | $12M |
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