Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2024

USD ($)

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

					Average		Average		Value of Initial Fixed $100
	Summary				Summary		Compensation		Investment Based On:
	Compensation				Comp. Table		Actually			Company		Peer Group
	Table		Compensation		Total Comp.		Paid to		Total		Total				Adjusted
	Total Comp.		Actually Paid		for Non-CEO		Non-CEO		Shareholder		Shareholder		Net		One-Year
Year	for CEO (1)		to CEO (3)		NEOs (2)		NEOs (3)		Return		Return (4)		Income		ROATCE (5)
2024	$	7,542,833	$	12,240,676	$	4,253,902	$	5,270,291	$	140.43	$	130.90	$	523,000,000		16.9%
2023		6,523,511		6,231,205		4,429,093		4,195,237		106.01		115.64		565,900,000		21.3%
2022		11,657,989		12,884,815		4,162,215		4,422,936		108.69		116.10		414,169,000		21.1%
2021		3,971,101		4,414,151		1,352,603		1,504,898		106.04		124.74		277,538,000		15.4%
2020		3,708,472		3,847,438		1,250,625		1,328,046		93.93		91.29		226,409,000		14.6%

(1) The CEO for each year is James C. Ryan, III who began serving as our CEO in 2019.

(2) The non-CEO NEOs for 2024 are Messrs. Sander, Sandgren, Moran, Scudder and Falconer and Ms. Goldfeder.
The non-CEO NEOs for 2022 and 2023 are Messrs. Scudder, Sander, Sandgren and Falconer.
The non-CEO NEOs for 2020 and 2021 are Messrs. Sandgren, Falconer and Jeffrey L. Knight and Ms. Kendra Vanzo.

(3) To calculate compensation actually paid for the CEO and the average non-CEO NEOs, the following adjustments were made to the Summary Compensation Table total compensation, calculated in accordance with the SEC methodology for determining compensation actually paid for each year shown, excluding rows that are not applicable for the years presented:

									Add:				Deduct:
					Add:		Add:		change as of the		Add:		change as of the
					fair value (FV)		change as of		vesting date		increase in		vesting date		Add:
					as of FY-end of		end of FY in		(from end of		fair value of		(from end of		value of
					equity awards		FV of awards		prior FY) in		awards granted		prior FY) in		dividends or
			Deduct:		granted		granted in		FV for any		during applicable		FV for any		other earnings
			grant date		during the year		any prior year		equity awards		FY that vested		equity awards		paid on stock or
	Summary		fair value of		that are		that are		granted in any		during		granted in any		option awards
	Compensation		equity awards		outstanding and		outstanding and		prior year that		applicable FY,		prior year that		not otherwise
	Table (SCT)		granted during		unvested as of		unvested as of		vested during or at		determined as of		vested during or at		included in		Compensation
CEO	Total		fiscal year (FY)		FY-end		FY-end		the end of the FY		vesting date		the end of the FY		SCT		Actually Paid
2024	$	7,542,833	$	4,229,568	$	5,818,934	$	3,027,981	$	(46,191)		0		0	$	126,687	$	12,240,676
2023		6,523,511		3,011,947		2,940,592		(335,439)		(169,197)		0		0		283,685		6,231,205
2022		11,657,989		7,736,725		8,122,095		692,721		34,096		0		0		114,639		12,884,815
2021		3,971,101		1,540,832		1,587,472		242,043		112,394		0		0		41,973		4,414,151
2019		3,708,472		1,424,200		1,198,673		261,685		64,863		0		0		37,946		3,847,438
Other NEOs Avg.
2024	$	4,253,902	$	1,502,726	$	1,898,267	$	737,549	$	(18,114)	$	35,670	$	150,316	$	16,059	$	5,270,291
2023		4,429,093		1,273,391		1,242,077		(146,058)		(105,667)		0		0		49,183		4,195,237
2022		4,162,215		2,030,809		2,162,267		102,279		(6,661)		0		0		33,645		4,422,936
2021		1,352,603		371,607		382,862		62,209		57,214		0		0		21,616		1,504,898
2019		1,250,625		378,303		318,399		80,212		36,006		0		0		21,107		1,328,046

(4) The Company has chosen to use the KRX Index as its peer group for this “Pay Versus Performance” section.

(5) This non-GAAP financial measure (Adjusted One-Year ROATCE) excludes certain items, such as merger-related charges associated with completed and pending acquisitions, CECL Day 1 non-PCD loans provision expense, distribution of excess pension plan assets expense, FDIC special assessment expense, separation expense, and net securities losses. The equivalent GAAP measure for one-year ROATCE was 15.4%, 20.2%, 16.3%, 14.9% and 13.3% for 2024, 2023, 2022, 2021 and 2020, respectively. Reference is made to the non-GAAP reconciliation included in the Company’s January 21, 2025 press release reporting its financial results for its 2024 fourth quarter and full year, which was included as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 21, 2025.

Company Selected Measure Name

Adjusted One-Year ROATCE

Named Executive Officers, Footnote

(1) The CEO for each year is James C. Ryan, III who began serving as our CEO in 2019.

(2) The non-CEO NEOs for 2024 are Messrs. Sander, Sandgren, Moran, Scudder and Falconer and Ms. Goldfeder.
The non-CEO NEOs for 2022 and 2023 are Messrs. Scudder, Sander, Sandgren and Falconer.
The non-CEO NEOs for 2020 and 2021 are Messrs. Sandgren, Falconer and Jeffrey L. Knight and Ms. Kendra Vanzo.

Peer Group Issuers, Footnote

(4) The Company has chosen to use the KRX Index as its peer group for this “Pay Versus Performance” section.

PEO Total Compensation Amount

$ 7,542,833

$ 6,523,511

$ 11,657,989

$ 3,971,101

$ 3,708,472

PEO Actually Paid Compensation Amount

$ 12,240,676

6,231,205

12,884,815

4,414,151

3,847,438

Adjustment To PEO Compensation, Footnote

(3) To calculate compensation actually paid for the CEO and the average non-CEO NEOs, the following adjustments were made to the Summary Compensation Table total compensation, calculated in accordance with the SEC methodology for determining compensation actually paid for each year shown, excluding rows that are not applicable for the years presented:

									Add:				Deduct:
					Add:		Add:		change as of the		Add:		change as of the
					fair value (FV)		change as of		vesting date		increase in		vesting date		Add:
					as of FY-end of		end of FY in		(from end of		fair value of		(from end of		value of
					equity awards		FV of awards		prior FY) in		awards granted		prior FY) in		dividends or
			Deduct:		granted		granted in		FV for any		during applicable		FV for any		other earnings
			grant date		during the year		any prior year		equity awards		FY that vested		equity awards		paid on stock or
	Summary		fair value of		that are		that are		granted in any		during		granted in any		option awards
	Compensation		equity awards		outstanding and		outstanding and		prior year that		applicable FY,		prior year that		not otherwise
	Table (SCT)		granted during		unvested as of		unvested as of		vested during or at		determined as of		vested during or at		included in		Compensation
CEO	Total		fiscal year (FY)		FY-end		FY-end		the end of the FY		vesting date		the end of the FY		SCT		Actually Paid
2024	$	7,542,833	$	4,229,568	$	5,818,934	$	3,027,981	$	(46,191)		0		0	$	126,687	$	12,240,676
2023		6,523,511		3,011,947		2,940,592		(335,439)		(169,197)		0		0		283,685		6,231,205
2022		11,657,989		7,736,725		8,122,095		692,721		34,096		0		0		114,639		12,884,815
2021		3,971,101		1,540,832		1,587,472		242,043		112,394		0		0		41,973		4,414,151
2019		3,708,472		1,424,200		1,198,673		261,685		64,863		0		0		37,946		3,847,438
Other NEOs Avg.
2024	$	4,253,902	$	1,502,726	$	1,898,267	$	737,549	$	(18,114)	$	35,670	$	150,316	$	16,059	$	5,270,291
2023		4,429,093		1,273,391		1,242,077		(146,058)		(105,667)		0		0		49,183		4,195,237
2022		4,162,215		2,030,809		2,162,267		102,279		(6,661)		0		0		33,645		4,422,936
2021		1,352,603		371,607		382,862		62,209		57,214		0		0		21,616		1,504,898
2019		1,250,625		378,303		318,399		80,212		36,006		0		0		21,107		1,328,046

Non-PEO NEO Average Total Compensation Amount

$ 4,253,902

4,429,093

4,162,215

1,352,603

1,250,625

Non-PEO NEO Average Compensation Actually Paid Amount

$ 5,270,291

4,195,237

4,422,936

1,504,898

1,328,046

Adjustment to Non-PEO NEO Compensation Footnote

(3) To calculate compensation actually paid for the CEO and the average non-CEO NEOs, the following adjustments were made to the Summary Compensation Table total compensation, calculated in accordance with the SEC methodology for determining compensation actually paid for each year shown, excluding rows that are not applicable for the years presented:

									Add:				Deduct:
					Add:		Add:		change as of the		Add:		change as of the
					fair value (FV)		change as of		vesting date		increase in		vesting date		Add:
					as of FY-end of		end of FY in		(from end of		fair value of		(from end of		value of
					equity awards		FV of awards		prior FY) in		awards granted		prior FY) in		dividends or
			Deduct:		granted		granted in		FV for any		during applicable		FV for any		other earnings
			grant date		during the year		any prior year		equity awards		FY that vested		equity awards		paid on stock or
	Summary		fair value of		that are		that are		granted in any		during		granted in any		option awards
	Compensation		equity awards		outstanding and		outstanding and		prior year that		applicable FY,		prior year that		not otherwise
	Table (SCT)		granted during		unvested as of		unvested as of		vested during or at		determined as of		vested during or at		included in		Compensation
CEO	Total		fiscal year (FY)		FY-end		FY-end		the end of the FY		vesting date		the end of the FY		SCT		Actually Paid
2024	$	7,542,833	$	4,229,568	$	5,818,934	$	3,027,981	$	(46,191)		0		0	$	126,687	$	12,240,676
2023		6,523,511		3,011,947		2,940,592		(335,439)		(169,197)		0		0		283,685		6,231,205
2022		11,657,989		7,736,725		8,122,095		692,721		34,096		0		0		114,639		12,884,815
2021		3,971,101		1,540,832		1,587,472		242,043		112,394		0		0		41,973		4,414,151
2019		3,708,472		1,424,200		1,198,673		261,685		64,863		0		0		37,946		3,847,438
Other NEOs Avg.
2024	$	4,253,902	$	1,502,726	$	1,898,267	$	737,549	$	(18,114)	$	35,670	$	150,316	$	16,059	$	5,270,291
2023		4,429,093		1,273,391		1,242,077		(146,058)		(105,667)		0		0		49,183		4,195,237
2022		4,162,215		2,030,809		2,162,267		102,279		(6,661)		0		0		33,645		4,422,936
2021		1,352,603		371,607		382,862		62,209		57,214		0		0		21,616		1,504,898
2019		1,250,625		378,303		318,399		80,212		36,006		0		0		21,107		1,328,046

Compensation Actually Paid vs. Total Shareholder Return

Total Shareholder Return. The following chart compares compensation actually paid to our CEO and the average compensation actually paid to our other NEOs to (i) our cumulative TSR and (ii) the TSR of the KRX Index for the fiscal years ended 2020-2024.

Compensation Actually Paid vs. Net Income

Net Income. The following chart compares compensation actually paid to our CEO and the average compensation actually paid to our other NEOs to our net income for the fiscal years ended 2020-2024. The Company achieved record adjusted net income in 2023, with net income decreasing somewhat in 2024 primarily due to the banking industry’s lower interest rate environment in 2024 as compared to 2023 and the corresponding impact of this lower interest rate environment on the Company’s 2024 net interest income.

Compensation Actually Paid vs. Company Selected Measure

Adjusted One-Year ROATCE. The following chart compares compensation actually paid to our CEO and the average compensation actually paid to our other NEOs to our one-year adjusted ROATCE for the fiscal years ended 2020-2024.

Total Shareholder Return Vs Peer Group

Total Shareholder Return. The following chart compares compensation actually paid to our CEO and the average compensation actually paid to our other NEOs to (i) our cumulative TSR and (ii) the TSR of the KRX Index for the fiscal years ended 2020-2024.

Tabular List, Table

Tabular List (Unranked)

The table below provides an unranked list of the most important financial measures used by the Company to link compensation actually paid to the Company’s performance in 2024. Each of these financial metrics was used in determining short and long-term incentive awards in 2024.

Adjusted One-Year EPS

Adjusted One-Year ROATCE

Three-Year Relative TSR

Total Shareholder Return Amount

$ 140.43

106.01

108.69

106.04

93.93

Peer Group Total Shareholder Return Amount

130.9

115.64

116.1

124.74

91.29

Net Income (Loss)

$ 523,000,000

$ 565,900,000

$ 414,169,000

$ 277,538,000

$ 226,409,000

Company Selected Measure Amount

16.9

21.3

21.1

15.4

14.6

PEO Name

James C. Ryan, III

Percentage of Equivalent GAAP Measure

15.40%

20.20%

16.30%

14.90%

13.30%

Measure:: 1

Pay vs Performance Disclosure

Name

Adjusted One-Year EPS

Measure:: 2

Pay vs Performance Disclosure

Name

Adjusted One-Year ROATCE

Non-GAAP Measure Description

(5) This non-GAAP financial measure (Adjusted One-Year ROATCE) excludes certain items, such as merger-related charges associated with completed and pending acquisitions, CECL Day 1 non-PCD loans provision expense, distribution of excess pension plan assets expense, FDIC special assessment expense, separation expense, and net securities losses. The equivalent GAAP measure for one-year ROATCE was 15.4%, 20.2%, 16.3%, 14.9% and 13.3% for 2024, 2023, 2022, 2021 and 2020, respectively. Reference is made to the non-GAAP reconciliation included in the Company’s January 21, 2025 press release reporting its financial results for its 2024 fourth quarter and full year, which was included as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 21, 2025.

Measure:: 3

Pay vs Performance Disclosure

Name

Three-Year Relative TSR

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (4,229,568)

$ (3,011,947)

$ (7,736,725)

$ (1,540,832)

$ (1,424,200)

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

5,818,934

2,940,592

8,122,095

1,587,472

1,198,673

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

3,027,981

(335,439)

692,721

242,043

261,685

PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

0

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

(46,191)

(169,197)

34,096

112,394

64,863

PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

0

PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

126,687

283,685

114,639

41,973

37,946

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

(1,502,726)

(1,273,391)

(2,030,809)

(371,607)

(378,303)

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

1,898,267

1,242,077

2,162,267

382,862

318,399

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

737,549

(146,058)

102,279

62,209

80,212

Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

35,670

0

0

0

0

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

(18,114)

(105,667)

(6,661)

57,214

36,006

Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(150,316)

0

0

0

0

Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 16,059

$ 49,183

$ 33,645

$ 21,616

$ 21,107