Independent
Tenure on this board
1.4 yrs
Also a director at
Cross Country Healthcare Inc (CCRN)
10 nominees · 3 ballot items.
Elect 10 director nominees to serve until the 2027 annual meeting; approve, in a non-binding advisory vote, the 2025 compensation of the Company’s named executive officers; and ratify, in a non-binding advisory vote, the appointment of Crowe LLP as the Company’s independent registered public accounting firm for fiscal year 2026 (the Board recommends FOR each proposal).
To elect the 10 director nominees named in the proxy statement to serve until the 2027 annual meeting of stockholders.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers for fiscal year 2025.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the 2025 compensation disclosed for the Company’s named executive officers, as described in the Compensation Discussion and Analysis and related tables. Management seeks this advisory endorsement pursuant to the Dodd-Frank Act and SEC rules to provide stockholder feedback on pay practices, and the Board states it will consider the vote results when making future compensation decisions. The Company frames its 2025 program as pay-for-performance, with a significant portion of NEO compensation delivered as long-term equity (notably, the CEO received a $5.0 million RSU award for 2025) to align executive and shareholder interests and emphasize multi-year performance. The Compensation Committee used a balanced scorecard incorporating ROA, ROE, net income, EPS, revenue growth, expense management, stock performance versus peers and strategic/operational goals, and concluded that performance and risk management objectives were substantially met. Management highlights that in 2025 approximately 83% of the CEO’s total compensation was equity-based and that the Company’s prior advisory vote on compensation received approximately 97% support, signaling prior stockholder approval of its approach. The vote is advisory only and does not change compensation directly, but a negative result would prompt Board consideration and potential adjustments; management emphasizes governance safeguards such as clawback policies, stock ownership guidelines, independent consultant review, and benchmarking to peers. The proposal sits in the context of a high-performing bank (improved net income, ROE/ROA metrics) but also notable CEO pay levels and a CEO-to-median-employee pay ratio (~40:1), factors that investors and governance analysts may weigh when assessing whether pay appropriately reflects performance and risk. Overall, the Board argues that the program incentivizes long-term value creation while retaining discretion to address concerns raised by stockholders.
Non-binding, advisory vote to ratify the Audit Committee’s 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. | 10.68% | 4,447,276 | $239M |
| 2 | STATE STREET CORP | 6.68% | 2,783,007 | $150M |
| 3 | AMERICAN CENTURY COMPANIES INC | 6.36% | 2,649,037 | $142M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.28% | 1,782,121 | $96M |
| 5 | FMR LLC | 3.90% | 1,621,999 | $87M |
| 6 | Nantahala Capital Management, LLC | 3.32% | 1,380,456 | $74M |
| 7 | BlackRock, Inc. | 2.90% | 1,207,994 | $65M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.89% | 1,202,989 | $65M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.84% | 1,183,010 | $64M |
| 10 | Owls Nest Partners IA, LLC | 2.63% | 1,094,455 | $59M |
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