Mike Mayo

Mike Mayo inquired about the factors driving Northern Trust's increased confidence in its medium-term pre-tax and return targets (3-5 years out). He also asked about the implications of these revised targets on potential M&A activities and the company's approach to acquisitions.

Answer

Michael O'Grady (Chairman and CEO) attributed confidence to optimized, scalable, and profitable growth (mix shift to higher-margin businesses), increased productivity (4-5% of expense base, driven by AI), and a strong, stable capital position allowing for significant share repurchases. O'Grady reiterated the strategy to 'earn independence' through strong organic financial performance, confirming that while the board considers stakeholder best interests, the primary focus is organic growth, with acquisitions considered if they align with strategy and offer attractive returns.

Mike Mayo asked what specific factors are driving Northern Trust's confidence to increase its pre-tax margin and return on equity targets for the medium term (3-5 years). He also inquired if the board's approval of these revised targets implies a continued focus on organic growth, ruling out a potential combination with another bank, and sought clarification on the company's approach to acquisitions.

Answer

Chairman and CEO Michael O'Grady attributed the confidence to optimized growth focusing on scalable and profitable opportunities, leading to a favorable mix shift towards higher-margin Wealth Management and Asset Management businesses. He also cited increased productivity, with 2025 savings at 4% of the expense base and a projected 5% for 2026, significantly aided by AI deployment. A strong capital position and clarity on regulatory capital regimes also contribute. Michael O'Grady affirmed that earning independence through strong financial performance is the company's strategy and intention, with the board always considering stakeholders' best interests. He confirmed that while the primary focus is organic growth, the company will consider acquisitions that align with its strategy and offer attractive returns.

Mike Mayo sought confirmation of Northern Trust's strategic focus: running Asset Management and Wealth (especially GFO) for growth, and Asset Servicing more for profitability by letting low-margin business roll off. He then asked under what circumstances Northern Trust would consider downsizing or disinvesting in the custody business, and how it competes effectively in tech and AI against larger industry players without matching their spending.

Answer

Michael O'Grady, Chairman and CEO, confirmed the strategic focus. He reiterated that Northern Trust possesses the necessary scale in custody, citing digital assets and AI as factors making activities more scalable and improving unit economics. O'Grady emphasized differentiation as key to winning, focusing on specific segments like asset owners, pension funds, global family offices, and hedge fund services where their unique value proposition (technology, service, financial partnership) resonates, allowing them to deliver attractive overall value efficiently.

Mike Mayo sought confirmation on Northern Trust's strategy of running Asset Management and Wealth for growth, and Asset Servicing for profitability by shedding low-margin business. He then asked under what circumstances the company would consider downsizing or divesting its custody business, and how it competes in tech and AI against larger industry players.

Answer

Chairman and CEO Michael O'Grady confirmed the strategic focus. He asserted that Northern Trust possesses the necessary scale in custody, leveraging digital assets and AI for greater efficiency and scalability. He emphasized their differentiation strategy, focusing on specific segments like asset owners, pension funds, global family offices, and hedge fund services where their unique value proposition resonates.

Mike Mayo pressed on the topic of independence, asking under what circumstances Northern Trust would consider divesting its custody business to address scale concerns, or alternatively, acquiring another firm to gain scale.

Answer

Chairman and CEO Michael O'Grady argued that size does not equal scale, which is instead achieved through sector focus, technology leverage (AI, cloud), and process centralization. He stated the goal is to improve asset servicing margins from the low-20s to the high-20s to demonstrate this. EVP & CFO David Fox added that the high-margin asset owner segment already meets this profitability bar.

Mike Mayo asked for a concise 'cocktail napkin' summary of State Street's strategy to impress investors, given perceived investor frustration with underperformance. He sought to understand what management can say to instill greater confidence for the next five years, beyond short-term results. He followed up by asking under what scenarios State Street would consider significant strategic moves like combinations, selling asset management, or buying another bank, especially in a deregulatory environment. He concluded by asking if management senses investor frustration.

Answer

CEO Ronald O'Hanley provided five reasons to own State Street: 1) Attractive fundamentals in their operating space, 2) Distinctive capabilities in high-growth areas, 3) A clear pattern of effective execution and performance, 4) A strong and determined team, and 5) An attractive capital-light income statement with growth in high-PE revenue areas. Regarding strategic moves, Ron stated they always consider M&A as part of capital deployment and strategy, noting the BBH attempt was in a different regulatory environment. He reiterated confidence in their organic strategy but would consider M&A if it made sense for shareholder capital. CFO John Woods added that the upside from their scaled position, growth pivot, mega trends, and transformation should accrue to existing shareholders. On investor frustration, John believes there is significant support for their vision of growth pivot, solidification, and acceleration, and they need to continue demonstrating that track record.

Mike Mayo asked for a concise articulation of State Street's strategy to impress investors, addressing investor frustration with stock underperformance, and whether the firm would consider significant strategic moves like M&A or selling asset management given the current environment.

Answer

CEO Ronald O'Hanley outlined five reasons to own State Street: attractive industry fundamentals, distinctive capabilities in high-growth areas (e.g., privates, Alpha, ETFs, digital assets, wealth services), a clear pattern of effective execution (consistent fee growth, balance sheet optimization, productivity, expanding margins), a strong leadership team, and an attractive capital-light income statement poised for multiple expansion. Regarding M&A, he stated that while confident in the organic strategy, the firm always considers M&A as a capital deployment option if it makes sense for shareholder value, referencing past attempts like BBH. CFO John Woods emphasized that the current shareholder base deserves to benefit from the organic upside the firm anticipates.

Mike Mayo with Wells Fargo asked John Woods what he believes is misunderstood about State Street's story, given its stock underperformance relative to peers, and what steps he would take to enhance shareholder value. He also asked CEO Ron O’Hanley about his plans for continuing as CEO.

Answer

CFO John Woods highlighted underappreciated aspects of State Street's story, including core fee-based growth in investment management (5% year-over-year) and servicing fees (2% year-over-year), the strategic integration of the Markets business, and opportunities for NII stability and expense productivity. CEO Ron O’Hanley affirmed his commitment to remain CEO as long as the board and he are confident in his leadership and ability to drive shareholder value.

Mike Mayo from Wells Fargo questioned whether State Street was 'over-earning' from heightened market volatility and peak NII, and followed up by asking for evidence of improving core business momentum.

Answer

Interim CFO Mark Keating and CEO Ronald O'Hanley countered the 'over-earning' notion by explaining that while volatility helped, the strong Markets performance was also due to deeper client relationships. O'Hanley provided evidence of core momentum by highlighting the dramatic growth in quarterly servicing fee sales compared to 2020 and pointing to the upgraded full-year fee revenue guidance as a reflection of the franchise's increased power.

Asked about the timeline for the CFO search, the company's resilience in a potential global trade war scenario, and the proportion of variable expenses over a 1-2 year period.

Answer

The CFO search is advancing well and an announcement is expected in the near term. The company feels well-positioned to manage through a broad range of adverse scenarios due to its ability to accelerate expense management, leverage its investment book, and a proven track record of managing down unit costs. While not providing a specific number, management stated they have increased flexibility in their cost base through ongoing transformation and automation.

Asked about the core organic fee revenue growth rate for 2025, excluding specific headwinds, and inquired about the company's long-term growth rate expectations for the next four to five years.

Answer

Executives explained that the underlying fee growth guide is 5-7%, which is reduced to 3-5% by a known client roll-off and FX headwinds. They detailed the drivers for this sustainable growth, including a revamped sales effort, service quality improvements, and the Alpha value proposition, which have led to significantly higher servicing fee sales and a large revenue install backlog.

Mike Mayo asked Bill Demchak to elaborate on the distinction between a 'national bank' and a 'regional bank' from PNC's perspective, and whether PNC's current investment spend, despite record levels in tech and AI, is sufficient given heightened competition from larger banks.

Answer

Bill Demchak, Chairman and CEO, explained that the 'national bank' distinction reflects PNC's aspiration and strategic direction to have a ubiquitous presence across the country, particularly with its retail platform, to compete effectively. He views regional banks as potentially struggling to defend their 'moat' against larger competitors. He affirmed that PNC's investment spend is sufficient, noting that their tech spend is on par for their competitive areas (wealth, retail, C&I) and their product set is competitive. He differentiated PNC's tech spend from larger banks that might build entirely new businesses, stating PNC focuses on optimizing existing operations.

Mike Mayo from Wells Fargo asked for Bill Demchak's distinction between a 'national bank' and a 'regional bank' in PNC's context, and questioned whether PNC's record investment spend in technology and AI, despite projected positive operating leverage, is sufficient given competition from larger banks.

Answer

Bill Demchak, Chairman and CEO, defined PNC as a national bank by its ubiquitous presence, C&I and retail reach across the country, and strategic aspiration to compete nationally in all markets, contrasting it with regional banks that may be defending shrinking moats. He asserted that PNC's record investment spend, including a 10%+ increase in tech and 20% for AI, is sufficient and optimized for its specific competitive areas (wealth, retail, C&I middle market). He noted that while larger banks might invest in entirely new businesses (like another Visa), PNC's tech spend focuses on optimizing existing businesses, ensuring competitive product sets and core infrastructure.

Mike Mayo asked for a quantification of the potential benefits and cost savings from reduced regulation, specifically focusing on the impact of less burdensome MRA processes and a shift towards focusing on material financial strength.

Answer

Bill Demchak, Chairman and CEO, stated that while it's difficult to quantify precisely, the changes could free up 'hundreds and hundreds' of full-time equivalent employees (FTEs) currently dedicated to MRA processes, documentation, and committee work. He highlighted that the amount of time the board spends on non-strategic, MRA-related regulatory matters has substantially increased over the years, indicating a significant potential reduction in administrative burden.

Mike Mayo asked Chairman and CEO Bill Demchak to elaborate on the potential benefits of less regulation, specifically quantifying the cost savings from reduced Matters Requiring Attention (MRAs) and other 'ticky-tacky' process-oriented efforts in terms of expenses and dedicated personnel. He also inquired about the historical allocation of management time to regulatory matters.

Answer

Chairman and CEO Will Demchak stated it's too early to quantify precise savings but estimated that reducing the 'process' around MRAs (documentation, databases, meetings, committees) could save 'hundreds and hundreds' of FTE-equivalent hours, without compromising actual risk monitoring. He noted that the amount of time the board spends on non-strategic, MRA-related regulatory matters has significantly increased, moving from rarely discussed to occupying half of their time.

Mike Mayo from Wells Fargo sought clarification on the unexpected loan growth, asking to distinguish between traditional middle-market lending and capital markets activity, and what was meant by the growth 'not repeating'.

Answer

Chairman & CEO William Demchak clarified the growth was from their 'traditional bread and butter' clients, driven by increased utilization and, more importantly, new client acquisition in expansion markets. EVP & CFO Robert Reilly and Mr. Demchak explained that the 'not repeating' comment referred to the tariff-driven utilization component, which is uncertain, whereas the market share gains represent a more permanent growth driver.

Mike Mayo asked for specific outputs Goldman Sachs hopes to achieve from its Goldman Sachs 3.0 initiative and AI deployment, beyond high-level statements, in terms of revenues, efficiency, or other metrics. He also asked what single metric might best represent progress five years from now.

Answer

Chairman and CEO David Solomon clarified that OneGS 3.0 and AI are focused on driving productivity and efficiency in core businesses, freeing up capacity for growth. He highlighted two areas: empowering people with AI tools for daily productivity and reimagining operating processes for meaningful enterprise-wide efficiency. He promised more transparency with metrics and targets in future quarters. For a five-year metric, Mr. Solomon suggested revenues per employee, noting that this technology could accelerate the pace of productivity gains that the firm has seen over decades, though it's not the only metric.

Mike Mayo asked for specific outputs and metrics Goldman Sachs aims to achieve from its One Goldman Sachs 3.0 initiative, driven by AI, beyond high-level statements, such as improvements in revenues per employee or efficiency.

Answer

Chairman and CEO David Solomon clarified that One Goldman Sachs 3.0 is focused on driving productivity and efficiency in existing core businesses, not transforming the entire firm. He highlighted two areas: empowering employees with AI tools for daily productivity gains and deploying enterprise-level technology to reimagine operating processes for significant efficiency. Solomon committed to providing more transparency and metrics on efficiency progress in future quarters, noting that this will free up capacity to invest in growth areas. He suggested that revenues per employee could be a relevant metric over a five-year horizon.

Mike Mayo questioned whether the long-forecasted M&A boom is finally materializing and asked what an ideal acquisition for Goldman Sachs would look like.

Answer

Chairman & CEO David Solomon confirmed a pickup in M&A, citing a 30% year-over-year increase in announced volumes and a fifth consecutive quarterly rise in the firm's advisory backlog. CFO Denis Coleman added that clients turn to Goldman Sachs in uncertain times. On acquisitions, David Solomon reiterated that the focus would be on opportunities to accelerate the growth and scale of the Asset & Wealth Management franchise.

Mike Mayo asked for Morgan Stanley's perspective on the trading business, particularly its 'inning' in the cycle given last year's unusual volatility, and the opportunities and risks associated with AI in their business.

Answer

Chairman and CEO Ted Pick suggested the trading businesses might be in the 'middle innings' due to significant asset price movements and capital accumulation, acknowledging potential for lower performance in risk-off periods. Sharon (CFO) highlighted AI's role in capital markets, structuring expertise, and project finance, emphasizing its contribution to helping clients manage and allocate capital.

Mike Mayo questioned the outlook for the trading business specifically, contrasting it with Investment Banking's earlier innings, given last year's unusual volatility, and asked about AI opportunities and risks for the firm.

Answer

Ted Pick, Chairman and CEO of Morgan Stanley, suggested trading might be in 'middle innings' due to high asset prices, acknowledging potential for lower performance in risk-off periods. He emphasized focusing on durable share gains. Sharon (CFO, Morgan Stanley) added that AI presents opportunities in capital markets, structuring, equity underwriting, project finance, and M&A, helping clients manage and allocate capital.

Mike Mayo inquired about Morgan Stanley's staffing and resourcing strategy for the capital market cycle over the next three to four years.

Answer

Chairman and CEO Ted Pick discussed the tension between maintaining an installed base of experienced bankers (crucial for long sales cycles) and avoiding procyclical overhiring. He aims for leadership in the 'core trusted advisor bracket' and leverages the integrated firm proposition, where natural synergies exist between wealth managers and investment bankers.

Mike Mayo of Wells Fargo asked about the growing trend of lending through capital markets to non-bank financials versus traditional direct commercial lending, and how Morgan Stanley is positioned to participate in this shift.

Answer

Chairman & CEO Ted Pick suggested that regulatory limitations are easing, which will allow large, well-capitalized banks to reclaim market share in corporate financing from private credit. He stated Morgan Stanley intends to prudently expand its core lending products to sophisticated clients and sponsors, playing a more central role as financier and structurer, which aligns with the firm's focus on durable earnings.

Mike Mayo asked about the proportion of BNY Mellon's growth attributable to internal actions like the One BNY commercial model, platform operating model, and AI initiatives versus the generally constructive market backdrop.

Answer

CFO Dermot McDonogh and CEO Robin Vince explained that the commercial model and platform operating model have better positioned the company to capitalize on constructive markets. They highlighted balanced contributions from organic growth, higher market levels, and FX, noting that non-trust bank, platform-like businesses now represent a larger share of pre-tax income, indicating a more diversified and resilient strategy.

Mike Mayo asked about the proportion of BNY's growth attributable to internal strategic actions (like One BNY, commercial model, platform operating model, and ELIZA) versus a favorable market backdrop.

Answer

CFO Dermot McDonogh explained that the commercial and platform operating models have better positioned BNY to capitalize on constructive market opportunities, which wasn't always the case. He noted that the 7% fee growth was a balanced mix of organic growth, higher market levels, and FX. CEO Robin Vince added that BNY's diversified platforms strategy allows it to leverage various market conditions, with non-trust bank businesses now contributing two-thirds of pre-tax income, up from 55% three years ago, indicating faster growth and higher margins in these areas.

Mike Mayo of Wells Fargo Securities challenged the company on its organic growth rate, asking about the trade-off between achieving very high returns and reinvesting more to accelerate growth beyond the current low-single-digit level. He also asked about the potential scope for acquisitions beyond traditional trust businesses.

Answer

CEO & Director Robin Vince acknowledged the point but highlighted that organic growth has been improving and is becoming less subject to market conditions due to deliberate strategy. He stressed that the company is taking a 'decade view' on its transformation and is in the early stages of harvesting investments. Regarding M&A, Vince stated that capability buys like Archer are the most likely path, but the firm's platforms model could theoretically allow for bolting on larger-scale acquisitions, though the bar remains extremely high.

Mike Mayo pressed for more specific targets regarding the efficiency ratio beyond general improvement, and sought additional details on AI's quantifiable savings, measurement, and transformative initiatives within Bank of America.

Answer

Brian Moynihan (Chair and CEO, Bank of America) reiterated that efficiency ratio improvement depends on revenue mix, particularly NII and market-related businesses, but assured strong expense and headcount management. On AI, he emphasized it as 'enhanced intelligence' already in action (e.g., 2 million Erika interactions daily), contributing to efficiency and allowing for reinvestment, noting the prior investment in data infrastructure as crucial for its application. He deferred more detailed discussions to Investor Day.

Mike Mayo sought more details on the company's efficiency ratio targets and the specific savings and transformative initiatives driven by AI.

Answer

Chair and CEO Brian Moynihan reiterated confidence in expense and headcount management, noting that NII is efficient and the expense base supports activity growth. He described AI as 'enhanced intelligence,' citing 2 million daily Erika interactions and stating that AI helps with overall company efficiency, particularly in human costs (60-70% of total). He mentioned a 10% saving in the coding area, which is reinvested, and highlighted the $3 billion spent on data infrastructure from 2014-2019 as foundational for AI implementation.

Mike Mayo of Wells Fargo Securities questioned why the net interest income (NII) guidance wasn't higher, given strong loan growth and fewer expected rate cuts, and asked for a preliminary outlook for the following year.

Answer

CFO Alastair Borthwick acknowledged the positive drivers but pointed to offsetting headwinds, such as international rate cuts, that keep the current guidance appropriate. For the next year, he indicated that the drivers of organic growth and the benefits from fixed-rate asset repricing are expected to continue, suggesting a path for sustained NII growth.

Mike Mayo inquired about Citi's transformation progress, specifically regarding the consent order, risk, compliance, controls, and regulatory data. He also asked for a range on the 2025 transformation expense.

Answer

CEO Jane Fraser reported that over two-thirds of transformation programs are at or near target state, with significant progress in risk, compliance, and controls, including new preventative measures. Regulatory data for reporting is improving but will take more time. CFO Mark Mason specified the 2025 transformation expense would be slightly under $3.5 billion.

Mike Mayo asked for an update on Citi's transformation progress, specifically regarding the consent order, risk, compliance, controls, and regulatory data, and how it relates to the current regulatory environment.

Answer

CEO Jane Fraser confirmed that over two-thirds of transformation programs are at or near target state, with significant progress in risk, compliance, and controls, including automation and preventative measures. She noted improved accuracy for critical regulatory reports and welcomed proposed regulatory changes. CFO Mark Mason clarified that transformation expense for 2025 is expected to be a little under $3.5 billion.

Mike Mayo of Wells Fargo asked for the specific amount of transformation costs in the second quarter to gauge the run rate and for clarification on the remaining stranded costs. He also questioned what Citigroup needs to demonstrate to regulators to have the amended portion of the consent order lifted.

Answer

CFO Mark Mason did not break out Q2 transformation costs but reiterated they would increase meaningfully in 2025 before declining in 2026. He confirmed approximately $1.2 billion in stranded costs remain, or about $300 million per quarter. CEO Jane Fraser explained that to lift consent orders, the firm must demonstrate that its programs are at their target state, running sustainably, and delivering the desired risk reduction, after which they are handed to regulators for review.

Mike Mayo from Wells Fargo requested the specific transformation cost for Q2, the amount of remaining stranded costs, and what Citigroup needs to demonstrate to regulators to have the amended portion of the consent order lifted.

Answer

CFO Mark Mason did not provide a specific Q2 transformation cost but noted a meaningful increase was playing through. He estimated remaining stranded costs at approximately $1.2 billion. CEO Jane Fraser explained that lifting the consent orders requires demonstrating that remediation programs are at their target state, operating sustainably, and delivering the intended risk reduction before they are handed to regulators for review.

Questioned the company's justification for remaining independent given a decade of underperformance on metrics like efficiency, returns, and stock price. He also asked if the recent increase in industry M&A changes their strategic thinking.

Answer

The CEO responded that they are always aware of the need to perform and are focused on protecting the company, serving clients, and managing risk for the long term. He highlighted actions taken to reduce volatility and pointed to future tailwinds. He acknowledged that with a more favorable regulatory environment, M&A is likely to increase, and this is a factor they consider in their overall strategy.

Mike Mayo of Wells Fargo asked for the CFO's perspective on a normalized Net Interest Margin (NIM) and the CEO's view on how much management time has been freed from merger and regulatory matters to focus on offense.

Answer

CFO Mike Maguire suggested a normalized NIM could reach the 'three teens' area over time, but stressed the primary focus is on NII dollar growth. CEO William Rogers declared the merger integration is 'fully behind us,' allowing the company to accelerate on its performance 'J-curve.' He described the team as having a 'champion mindset' and being better competitively positioned than ever to win in its markets.

Mike Mayo questioned the strategic focus on Pennsylvania and New Jersey given opportunities in the Southeast and asked about the actions being taken to improve deposit market share. He also inquired about the current competitive landscape.

Answer

CEO Bill Rogers explained that these northern states are existing markets offering disproportionate growth opportunities that complement the core Southeast strategy. He stated the company is past the main merger-related market share challenges and sees positive momentum. Rogers characterized the competitive environment as consistently intense but rational, asserting Truist's ability to compete is stronger than ever.

Mike Mayo asked for clarity on whether commercial loan growth is truly back, pointing to conflicting signals between upbeat commentary and pipelines versus soft recent results and conservative guidance.

Answer

CEO Tim Spence clarified that for their Main Street client base, loan growth is back, but it's tempered by significant uncertainty around supply chains and tariffs, which prevents a 'wild animal spirits' environment. He explained that the company's guidance is deliberately built to be achievable across a broad range of economic outcomes rather than relying on a best-case scenario, acknowledging the complexity clients are navigating.

Mike Mayo asked for clarification on the impact of deposit competition on NIM and the reason for a $9 billion increase in Risk-Weighted Assets (RWA). He also questioned the broader asset-liability management process and sought a timeframe for achieving the 3% NIM target.

Answer

Vice Chair & CFO John Stern attributed the RWA increase to the roll-off of a credit risk transfer and strong quarter-end commercial loan growth. On asset-liability management, he and President & CEO Gunjan Kedia emphasized that recent actions, like loan sales and securities repositioning, are strategically evolving the balance sheet for higher NII. John Stern reiterated that the 3% NIM is a medium-term target, with its achievement pace influenced by the path of interest rate cuts.

Asked about the drivers of strong commercial loan growth, what regulators could do to encourage more bank lending, whether JPMorgan would acquire a private credit firm, and for a definition of 'peak private credit'.

Answer

The strong loan growth was attributed to significant deal-related activity in the latter half of the quarter. To encourage more lending, executives suggested a holistic review of regulations like G-SIFI, LCR, and CCAR. An acquisition of a private credit firm is not a high priority as they can build it organically. 'Peak private credit' refers to the current environment of very low credit spreads and high valuations in the sector.

Questioned Jamie Dimon about his succession plan and the reasons for his stated timeline to step down as CEO in less than five years.

Answer

Jamie Dimon stated that the succession plan is an ongoing board process with several exceptional internal candidates, but it is not yet determined. He confirmed his plan to stay for a few more years but cited his age (turning 69) and past health issues as reasons for not extending his tenure further, calling it the 'rational thing to do'.

Asked to reconcile the disconnect between a turbulent macroeconomic environment and Fifth Third's positive outlook on loan growth, NII, and credit. Also questioned the process for assessing second and third-order risks from this environment.

Answer

Executives explained their guidance is based on what they currently see: strong loan pipelines, stable client financials, and visible consumer credit trends. They acknowledged future risks are captured in their allowance for credit losses, which has increased due to deteriorating economic forecasts. The bank performs bottoms-up, name-by-name reviews of its well-diversified commercial portfolio and notes that customer balance sheets are currently in good shape.

Mike Mayo of Wells Fargo asked if KeyCorp is indifferent between generating NII from lending versus fees from capital markets, inquired about the impact of fewer rate cuts on the NII guide, and questioned the rationale behind the special executive performance awards.

Answer

CEO Christopher M. Gorman confirmed the bank's model is to serve clients where they are best served, whether via the balance sheet or capital markets. CFO Clark H. I. Khayat noted that one fewer rate cut would not significantly impact the full-year NII guide. Regarding compensation, Mr. Gorman cited retention as a key factor considered by the independent board committee and referred to the upcoming proxy for details.