Independent
Tenure on this board
21.4 yrs
13 nominees · 3 ballot items.
Election of 13 directors; advisory (non-binding) vote to approve executive compensation (Say-on-Pay); and ratification of RSM US LLP as the Company’s independent auditor for 2026.
To elect 13 directors to the Board of Directors to serve for one-year terms.
An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast an advisory, non-binding vote to approve the Company’s disclosed executive compensation program for its named executive officers. Management is seeking this vote to obtain stockholder endorsement of its pay practices and to demonstrate support for the Company’s pay‑for‑performance framework, which the Compensation Committee designed to align executive incentives with both short‑term and multi‑year performance objectives. The program blends base salary, an Annual Bonus Plan, an LFI Readiness Bonus Plan, and long‑term equity awards (PSUs tied to comparative ROE with a CET1 governor and relative TSR, CSRUs, RSAs, and DSUs) to balance retention, risk management, and alignment with stockholder returns. The Compensation Committee highlights governance safeguards including independent consultant advice, clawback provisions, executive stock ownership guidelines, limits on hedging and pledging, and multi‑year performance vesting to mitigate short‑term risk‑taking. The filing emphasizes strong 2025 performance (e.g., record net interest income, deposit growth, and ROATCE) and notes that the 2025 say‑on‑pay previously received substantial support, which management considered but did not change compensation materially. A FOR vote is recommended by the Board as a signal of approval for the Compensation Committee’s approach and to sustain the current incentive structures that management argues drive long‑term value creation. Because the vote is advisory, the Board and Compensation Committee will consider the outcome when shaping future compensation decisions but are not bound by it.
To ratify the appointment of RSM US LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 6.93% | 7,563,818 | $536M |
| 2 | BlackRock, Inc. | 5.41% | 5,901,706 | $418M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.77% | 5,211,131 | $369M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.26% | 4,650,457 | $329M |
| 5 | WELLINGTON MANAGEMENT GROUP LLP | 4.03% | 4,399,941 | $312M |
| 6 | STATE STREET CORP | 3.85% | 4,200,640 | $298M |
| 7 | Invesco Ltd. | 3.63% | 3,962,571 | $281M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.25% | 3,543,984 | $251M |
| 9 | BlackRock, Inc. | 2.89% | 3,157,127 | $224M |
| 10 | Davis Asset Management, L.P. | 2.82% | 3,083,000 | $218M |
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