v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

Pay Versus Performance

Background

Item 402(v) of the SEC’s Regulation S-K, which was mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires disclosure of information that demonstrates the relationship between executive compensation actually paid (referred to herein as “CAP”) and the financial performance of the issuer.

PAY VERSUS PERFORMANCE

 

 

 

 

 

Value of Initial Fixed
$100 Investment Based on:

 

 

Year

Summary
Compensation
Table Total for
CEO ($)

Compensation
Actually Paid to
CEO ($)
(2)(3)

Average Summary
Compensation
Table Total for Non-
CEO NEOs ($)
(1)

Average Summary
Compensation
Actually Paid to Non-CEO NEOs ($)
(2)(3)

Total
Shareholder
Return

Peer Group
Total
Shareholder
Return
(4)

Net
Income
(in thousands)

Adjusted EPS (5)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

2025

$6,334,741

$10,017,400

$2,242,524

$3,047,707

$213.75

$152.71

$486,073

$5.72

2024

$5,769,326

$8,481,165

$1,978,679

$2,589,125

$143.82

$130.90

$460,815

$5.31

2023

$5,565,268

$5,097,193

$1,950,896

$1,839,444

$123.90

$115.63

$392,602

$5.18

2022

$6,660,310

$8,160,975

$2,291,358

$2,727,056

$120.08

$116.10

$524,089

$5.98

2021

$5,938,806

$9,101,298

$2,210,600

$3,127,514

$121.57

$124.74

$463,215

$5.53

 

(1)
Non-CEO NEOs included Mr. Achary, Mr. Loper, Mr. Ziluca, and Mr. Otero for 2025 and 2024 and Mr. Achary, Mr. Loper, Mr. Exnicios, and Mr. Knight for 2023, 2022, and 2021.
(2)
The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid,” or CAP, to the CEO and Other Non-CEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the CEO or other NEOs, respectively, during the applicable year.
(3)
The table below sets forth the calculation of CAP.

 

 

CEO

Average of Non-CEO NEOs

 

2025

2024

2023

2022

2021

2025

2024

2023

2022

2021

Total Compensation as Reported in the “Total” column of the SCT

$6,334,741

$5,769,326

$5,565,268

$6,660,310

$5,938,806

$2,242,524

$1,978,679

$1,950,896

$2,291,358

$2,210,600

Deduction for Grant Date Fair Values of Stock Awards Granted in the Year as Reported in the “Stock Awards” column of the SCT

2,970,256

2,339,746

2,428,302

2,327,705

2,382,878

793,529

613,027

647,238

618,057

711,288

Increase for fair value as of December 31 of each applicable year of all stock awards granted during that year that are outstanding and unvested as of such date

3,638,242

3,414,897

2,032,615

2,618,488

4,434,765

971,986

879,322

553,326

681,623

1,274,104

Increase for Fair Value of Awards Granted During the Year that Vest During the Year

-

-

-

-

-

-

-

-

-

-

Increase (Deduction) for change in fair value from December 31 of the prior year to December 31 of the applicable year of any awards granted in a prior year that are outstanding and unvested as of December 31 of the applicable year

2,717,772

301,250

(58,458)

1,058,257

909,106

581,548

65,097

(9,211)

287,388

257,209

Increase (Deduction) for change in fair value from December 31 of the prior year to the vesting date of any awards granted in any prior year as to which all vesting conditions were satisfied during the applicable year

403,942

1,296,020

63,304

98,425

174,504

81,213

254,941

22,692

34,633

69,782

Deduction for fair value as of December 31 of the prior year of any awards granted in any prior year as to which vesting conditions failed to be met during the applicable year

-

-

-

-

-

-

-

-

-

-

Deduction for changes in the actuarial present value of accumulated pension benefits and earnings on non-qualified deferred compensation plans as reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” of the SCT

201,403

42,779

150,460

-

33,171

96,143

29,989

95,777

-

29,156

Increase for actuarially determined service cost and prior service cost for services related to defined benefit pension plans during the applicable year

94,362

82,197

73,225

53,200

60,166

60,108

54,102

64,756

50,110

56,263

Compensation Actually Paid

10,017,400

8,481,165

5,097,193

8,160,975

9,101,298

3,047,707

2,589,125

1,839,444

2,727,056

3,127,514

 

No amounts were added to reflect dividends or other earnings paid on stock awards because accrued dividends

are included in the stock award fair value calculations and therefore are included in total compensation for such

year.

For purposes of the foregoing, the fair value of the stock awards at all applicable dates was calculated using the same methodology (including applicable assumptions) as used to account for share-based payments in the Company’s financial statements. The assumptions used in calculating the fair value of awards at the applicable dates did not differ in any material respect from the assumptions used to calculate the grant date fair value of the

awards as reported in the Summary Compensation Table for the applicable year, except that (i) the fair value calculations of the PSUs subject to the EPS metric which were granted February 16, 2024, assumed a payout of 159.3%, as of December 31, 2025 and 136%, as of December 31, 2024; the PSUs subject to the EPS metric which were granted February 17, 2023, assumed a payout at 65% as of December 31, 2025 and 65% as of December 31, 2024 and 58% as of December 31, 2023, and the PSUs subject to the EPS metric which were granted February 18, 2022, assumed a payout at 122% as of December 31, 2024, 122% as of December 31, 2023 and 165% as of December 31, 2022, respectively, and the PSUs subject to the EPS metric which were granted February 15, 2021, assumed a payout at 200% as of December 31, 2023, 2022 and 2021, respectively, the PSUs subject to the EPS metric which were granted January 2, 2020 assumed a payout at 0% as of December 31, 2022, 2021, and 2020, respectively, the PSUs subject to the EPS metric which were granted January 2, 2018 assumed a payout of 0% as of December 31, 2021 and 2020, respectively; (ii) the share price used to determine fair value as of December 31, 2025, 2024, 2023, 2022 and 2021 differed, in some cases materially, from the share price used to determine the grant date fair values; and (iii) for awards subject to the TSR metric, the assumptions used in the Monte Carlo calculation to determine the fair value as of December 31, 2025, 2024, 2023, 2022 and 2021 and for awards subject to the ROAA and ROATCE metrics, the assumptions used in the Monte Carlo calculation to determine the fair value as of December 31, 2025 differed, in some cases materially, from the assumptions used in the Monte Carlo calculation used to determine the grant date fair values. For a discussion of the assumptions used to estimate the fair value of stock awards, please refer to the following section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025: “Share-Based Payment Arrangements” in Note 19 to the Consolidated Financial Statements.

(4)
We selected the KBW Regional Banking Index (referred to herein as the “Regional Banking Index”) as our peer group for purposes of this disclosure, which index is comprised of approximately 50 companies categorized as primarily engaged in U.S. regional banking activities. The Regional Banking Index also is the same performance peer group selected by the Compensation Committee for determining the achievement of TSR, ROAA and ROATCE targets for PSUs. See “Compensation Discussion and Analysis—Elements of Our Compensation” for additional information.
(5)
Adjusted EPS is a non-GAAP financial measure. See “Appendix A—Reconciliation of Non-GAAP Financial Measures” for additional information.
       
Company Selected Measure Name Adjusted EPS        
Named Executive Officers, Footnote
(1)
Non-CEO NEOs included Mr. Achary, Mr. Loper, Mr. Ziluca, and Mr. Otero for 2025 and 2024 and Mr. Achary, Mr. Loper, Mr. Exnicios, and Mr. Knight for 2023, 2022, and 2021.
       
PEO Total Compensation Amount $ 6,334,741 $ 5,769,326 $ 5,565,268 $ 6,660,310 $ 5,938,806
PEO Actually Paid Compensation Amount 10,017,400 8,481,165 5,097,193 8,160,975 9,101,298
Non-PEO NEO Average Total Compensation Amount 2,242,524 1,978,679 1,950,896 2,291,358 2,210,600
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,047,707 2,589,125 1,839,444 2,727,056 3,127,514
Compensation Actually Paid vs. Total Shareholder Return

Total Shareholder Return

The graph below presents, for the cumulative period from January 1, 2021 – December 31, 2025, the relationship between the CAP to our CEO and the average CAP to our other NEOs and each of Company’s TSR and the TSR of the Regional Banking Index.

img20590551_21.gif

 

As demonstrated by the graph above, CAP to our CEO and the average CAP to our other NEOs is aligned with Company’s TSR as well as the TSR of the Regional Banking Index. Company’s TSR increased by 113.75% over the reporting period (50.54% in 2021, -1.23% in 2022, 3.18% in 2023, 16.08% in 2024 and 20.02% in 2025), outperforming the Regional Banking Index by 61.04% over the reporting period (13.90% in 2021, 5.70% in 2022, 3.58% in 2023, 2.87% in 2024 and 13.52% in 2025). During the reporting period, CAP to the CEO increased 10% in the aggregate, and average CAP to the other NEOs decreased 3% in the aggregate. CAP to the CEO and to the other NEOs was highest among the

reporting periods when Company achieved its highest year-end closing stock price in 2025, reflecting the high proportion of variable pay at risk for the CEO and the other NEOs. Conversely, CAP to the CEO and the other NEOs was lowest in 2023. 50% of the PSUs awarded in 2021, 2022, 2023 and 2024 vest based on the Company’s relative TSR performance. See “Compensation Discussion & Analysis—Elements of Our Compensation” for additional information.

       
Compensation Actually Paid vs. Net Income

Net Income

The graph below presents, for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021, the relationship between the CAP to our CEO and the average CAP to our other NEOs and the Company’s net income.

img20590551_22.gif

As demonstrated by the graph above, CAP to our CEO and to the other NEOs is aligned with Company’s Net Income. Net Income increased by 5% over the reporting period. During the reporting period, CAP to the CEO increased 10% in the aggregate, and average CAP to the other NEOs decreased 3% in the aggregate. The Compensation Committee did not use net income as a distinct metric for purposes of determining or paying compensation during 2025, 2024, 2023, 2022 or 2021.

       
Compensation Actually Paid vs. Company Selected Measure

Adjusted EPS

The graph below presents, for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021, the relationship between the CAP to our CEO and the average CAP to our other NEOs and the Company’s Adjusted EPS.

img20590551_23.gif

       
Tabular List, Table

Performance Metric

Financial or Non-Financial

Adjusted EPS

Financial

Relative TSR (1)

Financial

Adjusted Pre Provision Net Revenue

Financial

Commercial Criticized Loans to Total Commercial Loans

Financial

Non-Performing Loans to Total Loans

Financial

       
Total Shareholder Return Amount $ 213.75 143.82 123.9 120.08 121.57
Peer Group Total Shareholder Return Amount 152.71 130.9 115.63 116.1 124.74
Net Income (Loss) $ 486,073,000 $ 460,815,000 $ 392,602,000 $ 524,089,000 $ 463,215,000
Company Selected Measure Amount 5.72 5.31 5.18 5.98 5.53
Adj to Comp Fn [Text Block]
(3)
The table below sets forth the calculation of CAP.

 

 

CEO

Average of Non-CEO NEOs

 

2025

2024

2023

2022

2021

2025

2024

2023

2022

2021

Total Compensation as Reported in the “Total” column of the SCT

$6,334,741

$5,769,326

$5,565,268

$6,660,310

$5,938,806

$2,242,524

$1,978,679

$1,950,896

$2,291,358

$2,210,600

Deduction for Grant Date Fair Values of Stock Awards Granted in the Year as Reported in the “Stock Awards” column of the SCT

2,970,256

2,339,746

2,428,302

2,327,705

2,382,878

793,529

613,027

647,238

618,057

711,288

Increase for fair value as of December 31 of each applicable year of all stock awards granted during that year that are outstanding and unvested as of such date

3,638,242

3,414,897

2,032,615

2,618,488

4,434,765

971,986

879,322

553,326

681,623

1,274,104

Increase for Fair Value of Awards Granted During the Year that Vest During the Year

-

-

-

-

-

-

-

-

-

-

Increase (Deduction) for change in fair value from December 31 of the prior year to December 31 of the applicable year of any awards granted in a prior year that are outstanding and unvested as of December 31 of the applicable year

2,717,772

301,250

(58,458)

1,058,257

909,106

581,548

65,097

(9,211)

287,388

257,209

Increase (Deduction) for change in fair value from December 31 of the prior year to the vesting date of any awards granted in any prior year as to which all vesting conditions were satisfied during the applicable year

403,942

1,296,020

63,304

98,425

174,504

81,213

254,941

22,692

34,633

69,782

Deduction for fair value as of December 31 of the prior year of any awards granted in any prior year as to which vesting conditions failed to be met during the applicable year

-

-

-

-

-

-

-

-

-

-

Deduction for changes in the actuarial present value of accumulated pension benefits and earnings on non-qualified deferred compensation plans as reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” of the SCT

201,403

42,779

150,460

-

33,171

96,143

29,989

95,777

-

29,156

Increase for actuarially determined service cost and prior service cost for services related to defined benefit pension plans during the applicable year

94,362

82,197

73,225

53,200

60,166

60,108

54,102

64,756

50,110

56,263

Compensation Actually Paid

10,017,400

8,481,165

5,097,193

8,160,975

9,101,298

3,047,707

2,589,125

1,839,444

2,727,056

3,127,514

 

       
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EPS        
Non-GAAP Measure Description
(5)
Adjusted EPS is a non-GAAP financial measure. See “Appendix A—Reconciliation of Non-GAAP Financial Measures” for additional information.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Relative TSR        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted Pre Provision Net Revenue        
Measure:: 4          
Pay vs Performance Disclosure          
Name Commercial Criticized Loans to Total Commercial Loans        
Measure:: 5          
Pay vs Performance Disclosure          
Name Non-Performing Loans to Total Loans        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (201,403) $ (42,779) $ (150,460)   $ (33,171)
PEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 94,362 82,197 73,225 $ 53,200 60,166
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,970,256) (2,339,746) (2,428,302) (2,327,705) (2,382,878)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,638,242 3,414,897 2,032,615 2,618,488 4,434,765
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,717,772 301,250 (58,458) 1,058,257 909,106
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 403,942 1,296,020 63,304 98,425 174,504
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (96,143) (29,989) (95,777)   (29,156)
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 60,108 54,102 64,756 50,110 56,263
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (793,529) (613,027) (647,238) (618,057) (711,288)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 971,986 879,322 553,326 681,623 1,274,104
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 581,548 65,097 (9,211) 287,388 257,209
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 81,213 $ 254,941 $ 22,692 $ 34,633 $ 69,782