Independent
Tenure on this board
13.1 yrs
Also a director at
Dupont De Nemours Inc (DD)
3 nominees · 3 ballot items.
Election of three directors; advisory (non-binding) approval of named executive officer compensation (Say-on-Pay); and ratification of KPMG LLP as independent registered public accounting firm.
Elect three director nominees (Eleuthère I. du Pont, Michelle Hong, David G. Turner) to the Board for three-year terms expiring in 2029.
A non-binding, advisory (Say-on-Pay) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory endorsement of the company’s named executive officer (NEO) compensation as disclosed in the proxy, including the CD&A and compensation tables. Management seeks approval to confirm its pay practices—mix of base salary, short-term cash incentives, RSUs, and PSUs—designed to align pay with performance, retain executives, and encourage long-term shareholder value. The proposal is routine for public companies and follows prior high Say-on-Pay support (98% in 2025); the Board supports the proposal and will consider the vote outcome in future compensation decisions. The proposal is structured as an advisory vote and therefore does not directly change compensation arrangements but signals shareholder sentiment. The Board recommends a vote FOR, citing strong governance practices (clawback policy, double-trigger change-in-control, independent consultant) and alignment of pay to company performance metrics such as Adjusted ROA, Adjusted ROTCE, and Adjusted EPS. The Leadership and Compensation Committee and management emphasize a balanced mix of short-term and long-term incentives and stock ownership guidelines to align NEOs’ interests with shareholders. The risk framework and compensation controls (quality of earnings review, clawbacks, and compensation risk assessment) are cited to mitigate incentives for imprudent risk-taking.
Ratify KPMG LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.75% | 5,594,821 | $366M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 6.55% | 3,406,375 | $223M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.26% | 3,257,822 | $213M |
| 4 | STATE STREET CORP | 5.58% | 2,902,744 | $190M |
| 5 | FRANKLIN RESOURCES INC | 4.72% | 2,456,649 | $161M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.55% | 2,367,989 | $155M |
| 7 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 2.96% | 1,542,692 | $101M |
| 8 | BlackRock, Inc. | 2.96% | 1,538,822 | $101M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.25% | 1,170,583 | $77M |
| 10 | JPMORGAN CHASE CO | 1.86% | 967,486 | $62M |
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