Independent
Tenure on this board
2.9 yrs
5 nominees · 3 ballot items.
Elect five Class II directors to serve until 2029; an advisory (non-binding) vote to approve the compensation of the named executive officers (“say-on-pay”); and ratification of Crowe LLP as the company’s independent registered public accounting firm for 2026.
Elect five incumbent Class II directors (Michael B. Adams, James M. Burke, Louis P. Jenkins, Jr., David S. Jones, and Dawn M. Willey) to serve three-year terms expiring at the 2029 annual meeting.
Non-binding, advisory “say-on-pay” vote to approve the company’s executive compensation program and disclosures for the named executive officers.
This advisory proposal asks shareholders to approve, on a non-binding basis, the company’s named executive officer compensation as described in the Compensation Discussion and Analysis and related tables. Management is seeking this vote to comply with the Dodd-Frank Act requirement for a say-on-pay vote and to obtain shareholder feedback on its pay practices. The company’s disclosure explains that compensation is structured to pay for performance, with a significant portion of executive pay delivered through at-risk annual cash incentives and long-term equity awards (RSUs and PSUs) tied to ROAA and ROAE relative to peers. The Compensation Committee used an independent consultant and a peer group benchmark to set target opportunities, increased short- and long-term incentive target percentages for 2025, and tied annual STIP payments to specific financial metrics with threshold, target, and maximum funding levels. Management emphasizes governance features — clawback policy, stock ownership guidelines, mix of performance and time-based awards, caps on incentive payouts, and committee discretion to adjust awards — to mitigate excessive risk-taking. The company notes that in 2025 the say-on-pay vote was previously supported (91.7% in favor in 2025) and that the Compensation Committee will consider shareholder feedback in future program design. Opponents could point to increases in target incentive opportunities and use of discretionary elements as areas of concern, but management’s counterargument is that the changes align pay with performance, market competitiveness, retention needs (including new CFO hire awards), and long-term shareholder value creation. The Board recommends a FOR vote because it believes the compensation program aligns executives’ interests with shareholders, incentivizes performance against transparent metrics, and includes appropriate governance and risk controls.
Ratify the Audit Committee’s appointment of Crowe LLP as the company’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 4.83% | 1,616,856 | $30M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.11% | 1,376,534 | $26M |
| 3 | BlackRock, Inc. | 3.77% | 1,262,926 | $24M |
| 4 | BlackRock, Inc. | 3.35% | 1,121,793 | $21M |
| 5 | AMERICAN CENTURY COMPANIES INC | 2.87% | 960,608 | $18M |
| 6 | STATE STREET CORP | 2.77% | 925,163 | $17M |
| 7 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 2.66% | 890,084 | $17M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 2.00% | 670,524 | $13M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.98% | 661,493 | $12M |
| 10 | Atlantic Union Bankshares Corp | 1.46% | 486,930 | $9M |
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