Not independent
Tenure on this board
19.4 yrs
7 nominees · 3 ballot items.
Election of seven directors; advisory vote to approve named executive officer compensation (“Say on Pay”); ratification of Forvis Mazars, LLP as independent registered public accounting firm for 2026.
Election of seven director nominees to serve until the next annual meeting or until their successors are duly elected and qualified; nominees are current directors.
Non-binding, advisory vote to approve the compensation paid to the company's named executive officers as disclosed in the proxy statement, including the CD&A, compensation tables and narrative.
This management proposal requests a non-binding advisory approval ("Say on Pay") of the compensation of the company’s named executive officers as disclosed in the proxy materials. Management seeks shareholder endorsement of its executive compensation program, citing alignment with performance measures (Adjusted EPS, loan and deposit growth, efficiency ratio, and TSR relative peer performance), retention via equity grants (time‑based and performance shares), and recent compensation adjustments. The Board recommends a vote FOR, noting strong prior support (98.5% approval in 2025) and that the Compensation Committee reviews peer benchmarking and uses an independent consultant (Aon). The proposal is routine and advisory, does not bind the Compensation Committee or Board, but the Board will consider the vote outcome when making future compensation decisions. The management justification emphasizes retention, alignment with long‑term stockholder value, and compensation governance measures including clawback policy, credit quality modifier, and independent compensation consultant.
Ratification of the Audit Committee’s selection of Forvis Mazars, 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. | 9.9% | 5,424,455 | $395M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.2% | 3,371,184 | $246M |
| 3 | STATE STREET CORP | 4.6% | 2,538,231 | $185M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 2,282,033 | $166M |
| 5 | BlackRock, Inc. | 2.7% | 1,492,227 | $109M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 1,047,085 | $76M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 1.9% | 1,013,240 | $74M |
| 8 | Welch Group, LLC | 1.8% | 975,931 | $71M |
| 9 | Davis Asset Management, L.P. | 1.7% | 910,376 | $66M |
| 10 | VICTORY CAPITAL MANAGEMENT INC | 1.6% | 877,405 | $64M |
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