Executive Compensation Program Overview
See pages 58-59 for the HRC's
perspective on each of the three
key areas of enhanced disclosure
Overview of our Responsive Compensation Changes
Shareholders broadly affirmed the structural changes to our executive compensation program and enhanced disclosure implemented in
2021. However, the HRC determined it was important to further enhance disclosure in response to shareholder feedback.
Three Key Areas of Enhanced Disclosure
1
2
NEO base salary levels
Peer group selection
HRC's approach to
compensation decisions
The HRC has made significant enhancements to our executive compensation program since our 2021 Annual Meeting:
Disclosure
Structural
What We Heard from Shareholders
Preference for more disclosure about the goals used
to evaluate individual performance
Preference for more disclosure about the factors the
HRC considers in assessing performance
Preference for more disclosure about the process to
determine variable compensation
Preference for a higher proportion of performance-
based long-term equity in CEO pay mix
Preference for inclusion of a relative measure in our
PSA design
Focus on setting rigorous performance criteria
Preference for increased rigor of the TSR structure
How We Responded
✓ Enhanced description of the goals used to evaluate individual NEO performance
✓ Provided additional detail on the performance assessment process used by the HRC
✓ Enhanced the disclosure around the HRC's process for determining variable compensation,
including application of performance achievement levels
✓ Increased the weight of PSAs in the CEO's equity mix to 65% with the remaining 35% in RSRs
(previously, split 50% / 50%)
✓ Reintroduced relative Return on Tangible Common Equity (ROTCE) performance in our
Performance Share Award (PSA) design, weighted at 25% (previously, 100% absolute ROTCE)
✓ Increased the target performance goal required for three-year average absolute ROTCE
performance to achieve target payout or above
★ Further increased the three-year average absolute ROTCE performance required to achieve
target payout or above from 10.5% to 12.0%, for PSAs granted in 2023, for performance year 2022
✓ Re-evaluated the structure and rigor of TSR in the PSA program; payouts adjusted upward by 20%
if our TSR is at or above the 75th percentile and will be reduced by 20% if our TSR is below the 25th
percentile (no upward adjustment if absolute TSR is negative)
7View entire presentation