The annual proxy for this regional bank holding company had the following proposals:
- Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote
Magni for and against proforma proposals:
- For directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity where the equity has restrictions to align director incentives with long-term value creation.
- For auditors – There appear to be no controversies with the financial statements of the company.
- Against “say-on-pay” advisory vote – While the disclosure on the shareholder engagement program was adequate and the peer group was listed, the peer group is skewed to companies larger than Huntington. As such, there is the risk of upward bias in the compensation levels.