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Performance-Based Awards.
The compensation committeeCompensation Committee may grant performance-based awards under the 2015 Plan. Generally, the performance goals measure performance of the Company or our subsidiaries or business units of our Company within the performance period based on one or more of the following: (1) earnings or book value per share; (2) earnings before interest, taxes, depreciation and/or amortization, (3) return on equity, assets, capital, capital employed or investment; (4) operating income or profit; (5) operating efficiencies; (6) the ratio of criticized/classified assets to capital; (7) allowance for loan and lease losses; (8) the ratio of non-performing assets to total assets; (9) the ratio of past due loans greater than 90 days and non-accruals to total loans; (10) the ratio of net charge-offs to average loans; (11) after-tax operating income; (12) cash flows; (13) total revenues or revenues per employee; (14) stock price or total shareholder return; (15) growth in loans, margins and/or deposits; (16) dividends; or (17) meeting specified revenue or expense targets; business, market and branch network expansion goals; and goals related to acquisitions or divestitures. With respect to any covered officer, the maximum number of shares that may be granted as performance awards in each year of the performance period is 90,000 and the maximum amount of any cash award may not exceed $200,000 in each year of the performance period.
Other Awards. Under the 2015 Plan, the Compensation Committee also has broad authority to make other awards of common stock or awards denominated or payable in whole or in part by reference to, or otherwise based on or related to, common stock (such as, for example, awards of restricted stock units (“RSUs”)), so long as such awards are consistent with the purposes of the 2015 Plan.
Adjustment Provision.
In the event that the Company declares dividends of cash or stock, recapitalizes, splits its stock, reorganizes, merges, consolidates, issues warrants or other rights to purchase Company stock, or engages in certain other corporate transactions, then the 2015 Plan gives the compensation committeeCompensation Committee the ability to adjust the number of shares with respect to which awards may be granted under the 2015 Plan, the number of shares subject to outstanding awards under the 2015 Plan, and to make certain other adjustments to awards under the 2015 Plan.
Award Agreements.
At the time an award is made, the Company and the participant will enter into an agreement (an “award agreement”) setting forth the terms of the award and such other matters as the compensation committee may determineCompensation Committee determines to be appropriate. The terms and provisions of award agreements need not be identical, and the compensation committeeCompensation Committee may, in its sole discretion, amend an outstanding award agreement at any time in any manner that is not inconsistent with the provisions of the 2015 Plan. The maximum number of shares that may be subject to awards granted to any one participant may not exceed 100% of the aggregate number of shares of common stock that may be issued under the 2015 Plan (as adjusted from time to time in accordance with the provisions of the 2015 Plan).(remainder of page intentionally blank)
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CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS
The Company’s business is managed by its employees under the direction and oversight of the board of directors. Board members are kept informed of the Company’s business through discussions with management, materials provided to them by management and their participation in board and board committee meetings.
Board Composition and Director Independence
As of April 15, 2019, the board is comprised of 13 directors. The board has determined that a majority of its members are independent as defined by the listing standards of the Nasdaq Stock Market. Specifically, our board of directors has determined that the following directors are independent: Homayoun (Homey) Aminmadani, Darrell S. Freeman, Sr., James R. Kelley (except by independence standards specific to the audit committee), Don Richard Sloan, James (Jim) Gilbert Hodges, John Lewis Bourne, Charles Trimble (Trim) Beasley, Sharon H. Edwards (lead independent director), Robert E. (Brown) Daniel, and Ruskin (Rusty) A. Vest. Director nominees Connie S. McGee and Linda E. Rebrovick would be independent as well.
In determining Homayoun (Homey) Aminmadani’s independence, the board of directors considered his former ownership interest in Inova Payroll, Inc., a company that provides payroll services to Reliant Bank.
In determining James R. Kelley’s independence, the board of directors considered the fact that he is a member of Neal & Harwell PLC, a company that provides legal services to Reliant Bank.
The board of directors has four standing committees: the executive/loan committee, the audit committee, the compensation committee, and the nominating and corporate governance committee. The board limits membership on the audit committee, the compensation committee and the nominating and corporate governance committee to independent directors as defined by the Nasdaq listing standards and the rules and regulations of the SEC. The standing committees advise the board of directors on policy origination and plan administrative strategy and assure policy compliance through management reporting from areas under their supervision.
Mandatory Retirement Age for Directors
On March 26, 2019, our board of directors amended the Company’s corporate governance guidelines to impose a mandatory retirement age for directors. As amended, the corporate governance guidelines provide that an individual may not be appointed or nominated or re-nominated for election to the Company’s board of directors if the individual would be age 75 or older at the time of his or her appointment or election to the board. The corporate governance guidelines go on to provide that the mandatory retirement age should not be construed to imply that the board believes a director should expect to be re-nominated until he or she reaches age 75.
Board Leadership Structure and Risk Oversight
DeVan D. Ard, Jr. serves as our Chairman, President, and Chief Executive Officer. Sharon H. Edwards serves as our lead independent director. The lead independent director provides leadership to (and reports to) the board of directors focused on enhancing effective corporate governance, provides a source of board leadership complementary to, collaborative with and independent of the leadership of the chairman and chief executive officer, and promotes best practices and high standards of corporate governance.
We believe this leadership structure is most appropriate for us because we believe having the chief executive officer serve as chairman fosters an alignment of various Company leadership duties. Additionally, the Company believes that having the person most familiar with all aspects of day-to-day operations lead the board of directors enhances accountability and effectiveness. Reliant Bancorp does not have a formal policy with respect to the separation or combination of the offices of chairman of the board and chief executive officer. Rather, the board has the discretion to combine or separate these roles as it deems appropriate from time to time, which provides the board with necessary flexibility to adjust to changed circumstances.
Oversight of risk management is a central focus of the board and its committees. The full board regularly receives reports both from committees and from management with respect to the various risks facing the Company and oversees planning and responding to them as appropriate. The audit committee currently has primary responsibility for oversight of financial risk and for oversight of the Company’s risk management processes, including those relating to litigation and regulatory compliance. Under its charter, the audit committee is required to discuss the Company’s risk assessment and risk management policies and to inquire about any significant risks and exposures
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and the steps taken to monitor and minimize such risks. The compensation committee is chiefly responsible for compensation-related risks. Under its charter, the compensation committee must discuss and review the key business and other risks the Company faces and the relationship of those risks to certain compensation arrangements. Each of these committees receives regular reports from management concerning areas of risk for which the committee has oversight responsibility.
Code of Ethics and Business Conduct
The Company has adopted a Code of Ethics and Business Conduct which contains provisions consistent with the SEC’s description of a code of ethics and applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions. The purpose of the Code of Ethics and Business Conduct is, among other things, to provide written standards that are reasonably designed to deter wrongdoing and to: (1) promote honest and ethical conduct; (2) provide full, fair, accurate, timely and understandable disclosure in reports and documents that Reliant Bancorp files with the SEC and other public communications by Reliant Bancorp; (3) assure compliance with applicable governmental laws, rules and regulations; (4) require prompt reporting of any violations of the Code of Ethics and Business Conduct; and (5) establish accountability for adherence to the Code of Ethics and Business Conduct. Each director is required to read and certify annually that he or she has read, understands and will comply with the Code of Ethics and Business Conduct. The Company’s Code of Ethics and Business Conduct is available on Reliant Bank’s website at www.reliantbank.com in the Investor Relations area.
Meetings of the Boards of Directors
All of the directors of Reliant Bancorp also serve as directors of Reliant Bank. The Reliant Bank board held nine meetings during 2018, and the Reliant Bancorp board held eight meetings in 2018. In 2018, all directors other than James R. Kelley attended at least 75% of the aggregate total number of bank and holding company board meetings, and meetings of the bank and holding company board committees on which they served (to the extent held during the period for which the director was a member of the board(s) or a member of such board committees). The Company does not have a formal policy for director attendance at annual meetings of shareholders. Last year, 12 of the Company’s 14 directors were present at the 2018 annual shareholders’ meeting.
Audit Committee
The audit committee selects and engages Reliant Bancorp’s independent registered public accounting firm each year. In accordance with its charter, the audit committee, among other things, reviews Reliant Bancorp’s financial statements, the results of internal auditing, financial reporting procedures, and reports of regulatory authorities, and it regularly reports to the board of directors with respect to all significant matters presented at meetings of the audit committee.
The audit committee is comprised of five non-employee directors: Sharon H. Edwards, who serves as chair of the committee, Charles Trimble (Trim) Beasley, Robert E. (Brown) Daniel, Darrell S. Freeman, Sr., and Don Richard Sloan, each of whom is “independent” as defined by the Nasdaq listing standards and the rules and regulations of the SEC. The board of directors has determined that Ms. Edwards, the committee chair, meets the SEC’s criteria for an “audit committee financial expert.” During 2018, the audit committee met four times.
Audit Committee Report
Committee Charter
The audit committee and the board have approved and adopted a charter for the audit committee. In accordance with the charter, the audit committee assists the board in fulfilling its responsibility for overseeing the accounting, auditing and financial reporting processes of the Company. The responsibilities of the audit committee are described in greater detail in its charter. The charter of the audit committee is available on Reliant Bank’s website at www.reliantbank.com in the Investor Relations area.
Auditor Independence
The audit committee received from Maggart & Associates P.C. (“Maggart & Associates”) written disclosures and a letter regarding its independence as required by Public Company Accounting Oversight Board Rule 3526, “Communication with Audit Committees Concerning Independence,” describing all relationships between the
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independent registered public accounting firm and the Company that might bear on the registered public accounting firm’s independence, and discussed this information with Maggart & Associates. The audit committee also reviewed with Maggart & Associates and financial management of the Company the audit plans, audit scope and audit procedures. The discussions with Maggart & Associates also included the matters required by the Public Accounting Oversight Board Auditing Standard No. 16. The audit committee has also considered, and concluded, that the provision of services by Maggart & Associates described under the caption “Audit and Non-Audit Fees” are compatible with maintaining the independence of Maggart & Associates.
Review of Audited Financial Statements
The audit committee has reviewed the audited financial statements of the Company as of and for the fiscal year ended December 31, 2018, and has discussed the audited financial statements with management and with Maggart & Associates. Based on all of the foregoing reviews and discussions with management and Maggart & Associates, the audit committee recommended to the board of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 8, 2019.
The foregoing report is submitted by the following members of the audit committee:
Sharon H. Edwards.
Charles Trimble (Trim) Beasley
Robert E. (Brown) Daniel
Darrell S. Freeman, Sr.
Don Richard Sloan
Nominating and Corporate Governance Committee
The nominating and corporate governance committee is responsible for assisting, advising, and making recommendations to the board of directors on corporate governance matters, including the identification, selection, and recommendation of qualified individuals to become board members; selecting and recommending that the board approve the director nominees for the annual meeting of shareholders; developing and recommending to the board a set of corporate governance guidelines; developing and recommending a board committee structure and recommending the membership and chairs of committees; overseeing the evaluations of the board; and overseeing succession planning for the chief executive officer.
The nominating and corporate governance committee identifies nominees for the board of directors by first evaluating the current board members willing to continue serving as directors. Current board members with skills and experience that are relevant to our business and who are willing to continue their service are first considered for re-nomination, balancing the value of continuity of service by existing members of the board with that of obtaining new skills, backgrounds and perspective, in light of our developing needs. If a vacancy exists, the committee solicits suggestions for director candidates from a number of sources, which can include other board members, management, and individuals personally known to members of the board.
Pursuant to our guidelines for selecting potential new board members, in selecting and evaluating persons to recommend to the board as nominees for director, the nominating and corporate governance committee strives to select persons who have high integrity and relevant experience and who bring a diverse set of appropriate skills and backgrounds to the board. In this regard, the nominating and corporate governance committee also gives consideration to matching the geographic base of candidates with the geographic coverage of the Company, and to diversity on the board that reflects the communities that we serve. The nominating and corporate governance committee will also take into account whether a candidate satisfies the criteria for “independence” under Nasdaq’s listing standards. These factors are subject to change from time to time.
The nominating and corporate governance committee also considers director nominees proposed by the Company’s shareholders in accordance with the procedures contained in the Company’s bylaws. Generally, under the Company’s bylaws, a Company shareholder may nominate an individual for election as a director of the Company at an annual meeting of shareholders, or a special meeting of shareholders called for the purpose of electing directors, by providing timely written notice of the nomination to the Secretary of the Company at the Company’s principal executive offices. To be timely, the written notice generally must be received by the Secretary of the Company:
| • | in the case of an annual meeting, not later than the 90th day or earlier than the 120th day prior to the first anniversary of the previous year’s annual meeting; provided that, if the annual meeting is to be held on a |
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date that is more than 30 days prior to the first anniversary of the previous year’s annual meeting or later than 70 days after the first anniversary of the previous year’s annual meeting, to be timely written notice must be received not later than the 10th day following the date of public disclosure of the date of such annual meeting; and
| • | in the case of a special meeting of shareholders called for the purpose of electing directors, not later than the 10th day following the day on which notice of the date of the special meeting is mailed or public disclosure of the date of the special meeting is made, whichever first occurs. |
In addition to being timely, the written notice of the nomination must also set forth certain information, including certain information about the shareholder making the nomination and certain information about the proposed director nominee. The foregoing is only a summary of the requirements for shareholders to nominate individuals for election to the Company’s board of directors, which requirements are set forth fully in the Company’s bylaws, and is qualified by reference to the full text of the Company’s bylaws. Company shareholders should consult the Company’s bylaws for more detailed information regarding the processes by which shareholders may nominate directors, including the specific requirements relative to the information that must be contained in a shareholder’s written notice of nomination. Our board of directors will not entertain any nominations that do not comply with these requirements.
There is no difference in the manner in which the nominating and corporate governance committee evaluates candidates for membership on the board of directors based on whether such candidates are recommended by a shareholder, the nominating and corporate governance committee, a director or by any other source. The Company did not receive any director nominations from shareholders for the Meeting.
The charter of the nominating and corporate governance committee is available on Reliant Bank’s website at www.reliantbank.com in the Investor Relations area. The nominating and corporate governance committee is comprised of Robert E. (Brown) Daniel, the chairman, Homayoun (Homey) Aminmadani, James R. Kelley, Don Richard Sloan, and Ruskin (Rusty) A. Vest. Each member of the committee is independent, as determined under the definition of independence set forth in Nasdaq’s rules and listing standards. During 2018, the nominating and corporate governance committee met two times.
Compensation Committee
The compensation committee assists, advises, and makes recommendations to the board of directors on executive and director compensation matters, including evaluating and recommending to the board compensation and benefit plans for executives and directors of Reliant Bancorp, as well as evaluating the performance of Reliant Bancorp’s executives. The compensation committee solicits the recommendations of our chairman, chief executive officer, and president, and the independent consultant of the compensation committee, with respect to compensation determinations concerning the executive officers of Reliant Bancorp, but does not delegate its authority with respect to compensation matters to any other person.
The compensation committee engaged an independent consultant, Matthews, Young and Associates, Inc. (“Matthews Young”), to review and provide recommendations regarding components of our executive compensation program throughout the year ended December 31, 2018. The compensation committee also may from time to time request others, including compensation consultants and legal counsel, to attend meetings or to provide relevant information to assist the committee in its work. In this regard, the compensation committee has the authority to retain compensation and benefits consultants and legal counsel to assist the committee in fulfilling its responsibilities.
In retaining Matthews Young as the committee’s compensation consultant, the compensation committee reviewed the factors described in the Dodd-Frank Act in evaluating the consultant’s independence status. The compensation committee’s review and findings include:
Review of services provided to the Company, determining that all consulting services were provided directly to the committee or with the committee’s advance review and approval.
Review and determination that the consultant’s total fees for services to the Company were not a material percentage of Matthews Young’s total consulting revenues.
Discussion of the policies and procedures employed by Matthews Young to prevent conflicts of interest.
Determination that the consultant has no business or personal relationship with any member of the committee or with any member of executive management.
Determination that the consultant owns no common stock in the Company.
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The charter of the compensation committee is available on Reliant Bank’s website at www.reliantbank.com in the Investor Relations area. The compensation committee is comprised of Charles Trimble (Trim) Beasley, the chairman, John Lewis (Buddy) Bourne, Darrell S. Freeman, Sr., and James (Jim) Gilbert Hodges. Each member of the committee is independent, as determined under the definition of independence set forth Nasdaq’s rules and listing standards. During 2018, the compensation committee met three times.
Committee Effectiveness Review
The charters of the audit, nominating and corporate governance, and compensation committees require an annual review of committee effectiveness by the members of each committee. During 2018, consultants from Matthews Young administered a confidential survey for each committee covering a range of factors including structure; number, duration, and effectiveness of meetings; and engagement and effectiveness of members. All members of each committee participated in the process. Matthews Young prepared reports of survey results that were reviewed with committee chairs who, in turn, reviewed them with their respective committee members.
Compensation Practices Review
On an annual basis, the compensation committee reviews its compensation policies, plans, and practices as required by the SEC. The focus of this review is to identify any risks arising from compensation policies, plans, or practices that are “reasonably likely to have a material adverse effect” on Reliant Bancorp or its subsidiaries. In turn, the committee takes action as necessary to eliminate or mitigate such risks. This review covers executive officers as well as all employees.
Between December 2018 and January 2019, the compensation committee conducted the risk assessment of compensation and reviewed a comprehensive report on all variable compensation plans that offer cash or stock as bonus/incentive compensation. The committee found that Reliant Bancorp’s compensation policies, plans, and practices do not encourage unnecessary or unreasonable risk-taking and do not give rise to risks that are reasonably likely to have a material adverse effect on Reliant Bancorp or its subsidiaries. Compensation plans are designed to balance the various elements of compensation (salaries, short-term bonus/incentives, and long-term incentives) and, in turn, create a balanced focus on operating results, long-term performance, and the creation of shareholder value. Key plans related to executive officer cash incentives and all stock-based grants are administered by the compensation committee and the board of directors.
Compensation Philosophy
Reliant Bancorp’s overall executive compensation philosophy is to align its compensation program with optimizing shareholder value. To that end, the program is designed to recognize superior operating performance and to attract, retain, and motivate the executive talent essential to the Company’s financial success. Consistent with this philosophy, the compensation committeeCompensation Committee is guided by the following objectives when administering the Company’s overall compensation program:
Attract and retain highly qualified executives who portray the Company’s culture and values;
Motivate executives to provide excellent leadership and achieve the Company’s goals;
Provide substantial performance-related incentive compensation that is aligned with the Company’s strategies and directly tied to meeting specific Company and market objectives;
Strongly link the interests of the executives to the value derived by the Company’s shareholders from owning the Company’s common stock; and
Be fair, ethical, transparent, and accountable in setting and disclosing executive compensation.
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In furtherance of these objectives, the following considerations underlie the compensation committee’sCompensation Committee’s determinations with respect to the following principal elements of compensation for the Company’s named executive officers:
Base Salary: | | | Individual salary determinations are based upon the executive’s job assignment, qualifications, behaviors, cultural adherence, and performance. |
| | | |
Annual Cash Incentives: | | | Executives have a portion of their total cash compensation at risk and contingent upon meeting key Company and market objectives. |
| | | |
Cash Bonuses: | | | Executives are eligible for additional cash compensation in the form of bonuses (distinct from annual cash incentives) which recognize significant achievements and contributions to the Company’s success that are not captured under our annual incentive plan. |
| | | |
Long-Term Equity-BasedAwards: | | | Executives who are critical to the Company’s long-term success participate in long-term incentive opportunities that link a portion of their total compensation to increasing shareholder value. |
| | | |
Retirement Plans and Other Benefits: | | | Executives participate in the Company’s benefit programs, such as health insurance, 401(k) plan, vacation, and life insurance, at a level consistent with policy, prevailing law and current regulation. |
Total compensation is intended to correlate to the Company’s ability to grow earning assets, which in turn enhances the Company’s growth in shareholder value. The compensation committeeCompensation Committee did not use competitive salary surveys to determine or measure the total compensation of the Company���sCompany’s named executive officers. However, the Company’s compensation consultant has provided the committeeCompensation Committee with a report on market levels for executive and officer salaries. A portion of each named executive officer’s total compensation consists of cash payments, including base salary and/or annual cash incentive awards.
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Compensation of NAMED Executive Officers AND Directors Summary Compensation Table and Narrative for Fiscal Year 20182019
Under rules established by the SEC, Reliant Bancorp is required to provide certain data and information regarding the compensation and benefits awarded to, earned by, or paid to all persons who served as its principal executive officer during
20182019 and its two most highly compensated executive officers other than its principal executive officer who were serving as executive officers as of December 31,
20182019 (the “
named executive officers”). The disclosure requirements include the use of tables and narrative discussion of any material factors necessary to an understanding of the information disclosed in the tables. The summary compensation table below sets forth certain elements of compensation for the named executive officers for the periods indicated.
Name and
Position | Year | Salary | Bonus(1) | Stock
awards(2) | Option
awards(2) | Non-equity
incentive
plan
compensation(1) | Non-qualified
deferred
compensation
earnings | All other
Compensation(3) | Total |
DeVan D. Ard, Jr.,
President and Chief
Executive Officer
| | 2018 | | $ | 410,000 | | $ | — | | $ | 126,000 | | $ | 30,992 | | $ | 136,877 | | $ | — | | $ | 43,590 | | $ | 747,459 | |
| 2017 | | | 367,500 | | | 16,179 | | | 38,100 | | | 21,840 | | | 75,696 | | | — | | | 37,329 | | | 592,014 | |
Louis E. Holloway,
Chief Operating Officer(4)
| | 2018 | | | 300,000 | | | — | | | 84,000 | | | 20,661 | | | 82,661 | | | — | | | 33,440 | | | 520,762 | |
John R. Wilson,
Chief Loan Officer
| | 2018 | | | 270,000 | | | — | | | 84,000 | | | 20,661 | | | 74,395 | | | — | | | 46,484 | | | 495,540 | |
| 2017 | | | 235,000 | | | 8,276 | | | 73,470 | | | 7,280 | | | 38,724 | | | — | | | 42,072 | | | 404,822 | |
DeVan D. Ard, Jr.,
President and Chief
Executive Officer
| | | 2019 | | | 451,000 | | | — | | | 128,150 | | | 37,292 | | | 123,865 | | | — | | | 44,562 | | | 784,869 |
| | 2018 | | | 410,000 | | | — | | | 126,000 | | | 30,992 | | | 136,877 | | | — | | | 43,590 | | | 747,459 |
Louis E. Holloway,
Chief Operating
Officer
| | | 2019 | | | 307,914 | | | — | | | 46,600 | | | 13,561 | | | 70,950 | | | — | | | 36,810 | | | 475,835 |
| | 2018 | | | 300,000 | | | — | | | 84,000 | | | 20,661 | | | 82,661 | | | — | | | 33,440 | | | 520,762 |
John R. Wilson,
Chief Loan Officer
| | | 2019 | | | 310,000 | | | — | | | 69,900 | | | 20,341 | | | 70,950 | | | — | | | 47,778 | | | 518,969 |
| | 2018 | | | 270,000 | | | — | | | 84,000 | | | 20,661 | | | 74,395 | | | — | | | 46,484 | | | 495,540 |
| (1) | In addition to non-equity incentives awarded under the Company’s cash incentive plan for management in 2017, the compensation committee awarded cash bonuses to certain executives for their significant achievements during 2017 which were not captured by specific performance objectives. These achievements included integration of key systems and efforts leading to the successful merger of the Company and Community First, Inc. The bonus awarded to Mr. Ard represented 4.4% of his salary and brought his total bonus and incentive compensation up to 25% of his salary. The bonus awarded to Mr. Wilson represented 3.5% of his salary and brought his total bonus and incentive compensation up to 20% of his salary. |
| (2)
| Grant date fair value of stock, RSUs (convert into common stock on a one-for-one basis), and option awards granted during the years shown. The assumptions made in calculating these values are disclosed in Note 14 (Stock-Based Compensation) to our Consolidated Financial Statements in our 20182019 Annual Report on Form 10-K. |
(2)
| The amounts listed in this column reflect the dollar amounts of annual cash incentive awards paid to our named executive officers. |
(3)
| The table below itemizes the amounts shown in the column labeled “All Other Compensation” for 20182019 and 2017:2018: |
DeVan D. Ard, Jr. | | | 2019 | | | 16,800 | | | — | | | 15,255 | | | 1,200 | | | 2,475 | | | 830 | | | 3,267 | | | 3,735 | | | 1,000 |
| | 2018 | | | 16,500 | | | — | | | 14,962 | | | 1,200 | | | 3,110 | | | 830 | | | 3,491 | | | 3,497 | | | — |
Louis E. Holloway | | | 2019 | | | 16,800 | | | 18,000 | | | — | | | 1,200 | | | 810 | | | — | | | — | | | — | | | — |
| | 2018 | | | 14,000 | | | 18,000 | | | — | | | 1,200 | | | 240 | | | — | | | — | | | — | | | — |
John R. Wilson | | | 2019 | | | 16,800 | | | 18,000 | | | — | | | 1,200 | | | 1,800 | | | — | | | 6,615 | | | 2,613 | | | 750 |
| | 2018 | | | 15,830 | | | 18,000 | | | — | | | 1,200 | | | 1,880 | | | — | | | 7,123 | | | 2,451 | | | — |
Name | Year | 401(k)
Match
($) | Auto
Allowance
($) | Auto
Lease
($) | Cell
Phone
($) | Stock
Dividends
($) | Club
Dues
($) | Executive
Supplemental
LTD
($) | Executive
Supplemental
LTC
($) |
DeVan D. Ard, Jr | | 2018 | | | 16,500 | | | — | | | 14,962 | | | 1,200 | | | 3,110 | | | 830 | | | 3,491 | | | 3,497 | |
| 2017 | | | 10,800 | | | — | | | 14,347 | | | 900 | | | 3,180 | | | 830 | | | 3,982 | | | 3,290 | |
Louis E. Holloway | | 2018 | | | 14,000 | | | 18,000 | | | — | | | 1,200 | | | 240 | | | — | | | — | | | — | |
John R. Wilson | | 2018 | | | 15,830 | | | 18,000 | | | — | | | 1,200 | | | 1,880 | | | — | | | 7,123 | | | 2,451 | |
| 2017 | | | 10,800 | | | 18,000 | | | — | | | 1,200 | | | 1,380 | | | — | | | 8,382 | | | 2,310 | |
(1)
| (4) | We provide Mr. Holloway becameArd with an automobile owned by the Chief Operating OfficerBank for both business and his personal use. The amounts presented reflect the aggregate incremental cost of Reliant Bancorp in connection withthis perquisite. We determine aggregate incremental cost by calculating the consummationassumed annual lease value of the mergerautomobile, consistent with applicable Treasury Regulations, multiplied by the percentage of Reliant Bancorp and Community First, Inc., which merger was effective January 1, 2018.total use estimated to be attributable to Mr. Ard’s personal use of the automobile. |
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Outstanding Equity Awards at Fiscal Year End The following table shows the number of shares covered by both exercisable and non-exercisable stock options held by the individuals named in the Summary Compensation Table as of December 31,
2018,2019, as well as the related exercise prices and expiration dates. Options are granted pursuant to the
Company’s 2011 Stock Option Plan or
the 2015
Equity Plan. The table also shows the number of shares of restricted stock
and RSUs granted to the individuals named in the Summary Compensation Table that had not vested as of December 31,
2018,2019, as well as the market value of those shares as of December 31,
2018.Option Awards | Stock Awards |
Name | Number of
Securities
Underlying
Unexercised
Options
Exercisable | Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1) | Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options | Option
Exercise
Price | Option
Expiration
Date | Number of
Shares or
Units of
Stock That
Have Not
Vested(2) | Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(3) | Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested | Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested |
DeVan D.
Ard, Jr.
| | 5,107 | | | — | | | — | | $ | 14.69 | | | 06/22/19 | | | 10,000 | | $ | 230,400 | | | — | | | — | |
| 3,000 | | | 2,000 | | | — | | | 13.65 | | | 07/23/25 | | | — | | | — | | | — | | | — | |
| 1,000 | | | 1,500 | | | — | | | 15.24 | | | 07/26/26 | | | — | | | — | | | — | | | — | |
| 600 | | | 2,400 | | | — | | | 24.49 | | | 07/31/27 | | | — | | | — | | | — | | | — | |
| — | | | 4,500 | | | — | | | 28.00 | | | 07/24/28 | | | — | | | — | | | — | | | — | |
Louis E.
Holloway
| | — | | | 3,000 | | | — | | | 28.00 | | | 07/24/28 | | | 3,000 | | | 69,120 | | | — | | | — | |
John
R. Wilson
| | 2,553 | | | — | | | — | | | 14.69 | | | 06/22/19 | | | 7,000 | | | 161,280 | | | — | | | — | |
| 2,400 | | | 1,600 | | | — | | | 13.65 | | | 07/23/25 | | | — | | | — | | | — | | | — | |
| 800 | | | 1,200 | | | — | | | 15.24 | | | 07/26/26 | | | — | | | — | | | — | | | — | |
| 200 | | | 800 | | | — | | | 24.49 | | | 07/31/27 | | | — | | | — | | | — | | | — | |
| — | | | 3,000 | | | — | | | 28.00 | | | 07/24/28 | | | — | | | — | | | — | | | — | |
2019.
DeVan D.
Ard, Jr.
| | | 4,000 | | | 1,000 | | | — | | | 13.65 | | | 07/23/25 | | | 13,000 | | | 289,120 | | | — | | | — |
| | 1,500 | | | 1,000 | | | — | | | 15.24 | | | 07/26/26 | | | — | | | — | | | — | | | — |
| | 1,200 | | | 1,800 | | | — | | | 24.49 | | | 07/31/27 | | | — | | | — | | | — | | | — |
| | 900 | | | 3,600 | | | — | | | 28.00 | | | 07/24/28 | | | — | | | — | | | — | | | — |
| | — | | | 5,500 | | | — | | | 23.30 | | | 07/23/29 | | | — | | | — | | | — | | | — |
Louis E.
Holloway
| | | 600 | | | 2,400 | | | — | | | 28.00 | | | 07/24/28 | | | 5,000 | | | 111,200 | | | — | | | — |
| | — | | | 2,000 | | | — | | | 23.30 | | | 07/23/29 | | | — | | | — | | | — | | | — |
John
R. Wilson
| | | 3,200 | | | 800 | | | — | | | 13.65 | | | 07/23/25 | | | 9,000 | | | 200,160 | | | — | | | — |
| | 1,200 | | | 800 | | | — | | | 15.24 | | | 07/26/26 | | | — | | | — | | | — | | | — |
| | 400 | | | 600 | | | — | | | 24.49 | | | 07/31/27 | | | — | | | — | | | — | | | — |
| | 600 | | | 2,400 | | | — | | | 28.00 | | | 07/24/28 | | | — | | | — | | | — | | | — |
| | — | | | 3,000 | | | — | | | 23.30 | | | 07/23/29 | | | — | | | — | | | — | | | — |
| (1)
| The table below details the vesting dates of unvested stock options held by the named executive officers at December 31, 2018.2019. |
| | Grant Date: July 23, 2015
Unvested Stock Options:
Ard: 2,0001,000
Wilson: 1,600800 | | | Unvested options generally will vest in one remaining equal installment on July 23, 2020 | |
| | Grant Date: July 26, 2016
Unvested Stock Options:
Ard: 1,000
Wilson: 800 | | | Unvested options generally will vest in two remaining equal installments on July 23, 201926, 2020 and July 23, 202026, 2021 | |
| | Grant Date: July 26, 201631, 2017
Unvested Stock Options:
Ard: 1,5001,800
Wilson: 1,200600 | | | Unvested options generally will vest in three remaining equal installments on July 26, 2019, July 26, 2020, and July 26, 2021 |
Grant Date: July 31, 2017
Unvested Stock Options:
Ard: 2,400
Wilson: 800
| Unvested options generally will vest in four remaining equal installments on July 31, 2019, July 31, 2020, July 31, 2021, and July 31, 2022
| |
| | Grant Date: July 24, 2018
Unvested Stock Options:
Ard: 4,5003,600
Holloway: 3,0002,400
Wilson: 3,0002,400 | | | Unvested options generally will vest in fivefour equal installments on July 24, 2019, July 24, 2020, July 24, 2021, July 24, 2022, and July 24, 2023 | |
| | Grant Date: July 23, 2019
Unvested Stock Options:
Ard: 5,500
Holloway: 2,000
Wilson: 3,000 | | | Unvested options generally will vest in five equal installments on July 23, 2020, July 23, 2021, July 23, 2022, July 23, 2023, and July 23, 2024 | |
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| (2)
| The table below details the vesting dates of unvested shares of restricted stock and RSUs held by the named executive officers at December 31, 2018.2019. |
| | Grant Date: July 26, 2016
Unvested Shares:
Ard: 2,500
Wilson: 1,000 | Unvested shares generally will vest in full on July 26, 2019, the third anniversary of the grant date
|
Grant Date: July 31, 2017
Unvested Shares:
Ard: 3,000
Wilson: 3,000
| | | Unvested shares generally will vest in full on July 31, 2020, the third anniversary of the grant date | |
| | Grant Date: July 24, 2018
Unvested Shares:
Ard: 4,500
Holloway: 3,000
Wilson: 3,000 | | | Unvested shares generally will vest in full on July 24, 2021, the third anniversary of the grant date | |
| | Grant Date: July 23, 2019
Unvested RSUs:
Ard: 5,500
Holloway: 2,000
Wilson: 3,000 | | | Unvested RSUs generally will vest in full on July 23, 2022, the third anniversary of the grant date | |
| (3)
| Based on the closing price for Reliant Bancorp common stock of $23.04$22.24 on December 31, 2018,2019, which was the last trading day of the fiscal year. |
Employment Agreements
Mr. Ard is party to an employment agreement with Reliant Bancorp and Reliant Bank dated April 15, 2018. Mr. Ard’s employment agreement provides for a two-year term which extends annually for an additional one-year period (such that the remaining term of the employment agreement at the time of such extension will be two years), unless terminated in advance of any such extension by Reliant Bancorp and Reliant Bank or Mr. Ard. The employment agreement provides for an initial annual base salary of $410,000 (which is subject to review and adjustment at least annually by the
compensation committee of the board)Compensation Committee) and provides that Mr. Ard is eligible to receive annual incentive compensation as determined by, and based on performance measures established by, the board of directors. Mr. Ard’s annual base salary for
20192020 is
$451,000.$500,000.
If Mr. Ard’s employment is terminated by Reliant Bancorp and Reliant Bank without cause (as defined in the employment agreement) or by Mr. Ard for good reason (as defined in the employment agreement) during the term of the employment agreement (and not within 12 months following a change in control (as defined in the employment agreement)), he will be entitled to severance benefits equal to one times his annual base salary as of the date of termination. Additionally, Reliant Bancorp and Reliant Bank will pay for health insurance continuation coverage for Mr. Ard and his dependents for up to 12 months. If, within 12 months following a change in control, Mr. Ard’s employment is terminated by Reliant Bancorp and Reliant Bank (or their successors) without cause or by Mr. Ard for good reason, he will be entitled to receive severance benefits equal to two times his annual base salary as of the date of termination, as well as health insurance continuation coverage for himself and his dependents for up to 18 months, with such coverage to be paid for by Reliant Bancorp and Reliant Bank (or their successors).
Mr. Holloway is party to an employment agreement with Reliant Bancorp and Reliant Bank dated April 15, 2018. Mr. Holloway’s employment agreement provides for a two-year term which extends annually for an additional one-year period (such that the remaining term of the employment agreement at the time of such extension will be two years), unless terminated in advance of any such extension by Reliant Bancorp and Reliant Bank or Mr. Holloway. The employment agreement provides for an initial annual base salary of $300,000 (which is subject to review and adjustment at least annually by the
compensation committee of the board)Compensation Committee) and provides that Mr. Holloway is eligible to receive annual incentive compensation as determined by, and based on performance measures established by, the board of directors. Mr. Holloway’s annual base salary for
20192020 is
$310,000.$315,000.
If Mr. Holloway’s employment is terminated by Reliant Bancorp and Reliant Bank without cause (as defined in the employment agreement) or by Mr. Holloway for good reason (as defined in the employment agreement) during the term of the employment agreement (and not within 12 months following a change in control (as defined in the employment agreement)), he will be entitled to severance benefits equal to one times his annual base salary as of the date of termination. Additionally, Reliant Bancorp and Reliant Bank will pay for health insurance continuation
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coverage for Mr. Holloway and his dependents for up to 12 months. If, within 12 months following a change in control, Mr. Holloway’s employment is terminated by Reliant Bancorp and Reliant Bank (or their successors) without
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cause or by Mr. Holloway for good reason, he will be entitled to receive severance benefits equal to two times his annual base salary as of the date of termination, as well as health insurance continuation coverage for himself and his dependents for up to 18 months, with such coverage to be paid for by Reliant Bancorp and Reliant Bank (or their successors).
Mr. Wilson is party to an employment agreement with Reliant Bank dated April 15, 2018. Mr. Wilson’s employment agreement provides for a two-year term which extends annually for an additional one-year period (such that the remaining term of the employment agreement at the time of such extension will be two years), unless terminated in advance of any such extension by Reliant Bank or Mr. Wilson. The employment agreement provides for an initial annual base salary of $270,000 (which is subject to review and adjustment at least annually by the
compensation committee of the board)Compensation Committee) and provides that Mr. Wilson is eligible to receive annual incentive compensation as determined by, and based on performance measures established by, the board of directors. Mr. Wilson’s annual base salary for
20192020 is
$310,000.335,000.
If Mr. Wilson’s employment is terminated by Reliant Bank without cause (as defined in the employment agreement) or by Mr. Wilson for good reason (as defined in the employment agreement) during the term of the employment agreement (and not within 12 months following a change in control (as defined in the employment agreement)), he will be entitled to severance benefits equal to one times his annual base salary as of the date of termination. Additionally, Reliant Bank will pay for health insurance continuation coverage for Mr. Wilson and his dependents for up to 12 months. If, within 12 months following a change in control, Mr. Wilson’s employment is terminated by Reliant Bank (or its successor) without cause or by Mr. Wilson for good reason, he will be entitled to receive severance benefits equal to two times his annual base salary as of the date of termination, as well as health insurance continuation coverage for himself and his dependents for up to 18 months, with such coverage to be paid for by Reliant Bank (or its successor).
Each of the employment agreements described above contains covenants relating to non-solicitation of customers and employees which apply for 12 months following the termination of the executive’s employment. Additionally, each of the employment agreements contains covenants restricting the executive’s ability to affiliate with any person or group of persons proposing to establish a new bank or other financial institution for 12 months following the termination of the executive’s employment. Further, each of the employment agreements provides that the executive is entitled to certain perquisites and employee benefits generally made available to Reliant Bancorp and/or Reliant Bank executive officers.
20182019 Director CompensationIn
2018,2019, each member of the Reliant Bancorp board of directors also served as a member of the Reliant Bank board of directors. Each non-employee member of the Reliant Bancorp and Reliant Bank boards of directors received a combined annual retainer for his or her service on the boards. For
2019, the
period January 2018 through June 2018, directors were compensated based on a combined annual retainer of $20,000 per year. For the period July 2018 through December 2018, the combined annual retainer was
increased and directors were compensated based on a combined annual retainer of $28,000$30,000 per year. During
2018,2019, each non-employee member of the Reliant Bancorp board was granted
500 shares of restricted stock650 RSUs vesting on the one-year anniversary of the date of grant. Reliant Bancorp’s
lead independent directorLead Independent Director received an additional annual retainer of $10,000. The chair of the
nominatingNominating and
corporate governance committeeCorporate Governance Committee received an additional annual retainer of $4,000, the chair of the
audit committeeAudit Committee received an additional annual retainer of $12,000,
the chair of the Compensation Committee received an additional annual retainer of $4,000, and the chair of the
compensationexecutive committee received an additional
annual retainer of $4,000. Each of the other voting members of the
nominatingNominating and
corporate governance committeeCorporate Governance Committee received an additional annual retainer of $3,000, each of the other voting members of the audit committee received an additional annual retainer of $6,000, and each of the other voting members of the
compensation committeeCompensation Committee received an additional annual retainer of $3,000, in each case for his or her committee service. Non-employee members of the executive committee received an additional annual retainer of
$2,000.$3,000. Executive officers serving on the boards or committees thereof are not compensated for board or committee service.
The table below includes fees payable to Reliant Bancorp board
members for service on the Reliant Bank board and board committees.
In 2018, the chair of Reliant Bank received an additional annual retainer of $10,000. The non-employee voting members of Reliant Bank’s board loan committee received an annual retainer of $4,000. The non-employee voting members of Reliant Bank’s ALCO committee received an annual retainer of $1,600.
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The following is a summary of the compensation payable by Reliant Bancorp to its non-employee directors for the fiscal year ended
2018.Name(1) | Fees
Earned
or Paid
in Cash | Stock
Awards(2) | Option
Awards | Non-Equity
Incentive
Plan
Compensation | Nonqualified
Deferred
Compensation
Earnings | All Other
Compensation | Total |
Charles Trimble (Trim) Beasley | $ | 43,000 | | $ | 14,000 | | | — | | | — | | | — | | | — | | $ | 57,000 | |
John Lewis Bourne(3) | | 35,000 | | | 14,000 | | | — | | | — | | | — | | | — | | | 49,000 | |
James (Jim) Gilbert Hodges | | 30,000 | | | 14,000 | | | — | | | — | | | — | | | — | | | 44,000 | |
Don Richard Sloan(3) | | 28,000 | | | 14,000 | | | — | | | — | | | — | | | — | | | 42,000 | |
Homayoun Aminmadani | | 39,000 | | | 14,000 | | | — | | | — | | | — | | | — | | | 53,000 | |
Sharon H. Edwards | | 46,500 | | | 14,000 | | | — | | | — | | | — | | | — | | | 60,500 | |
Farzin Ferdowsi(4) | | 44,000 | | | 14,000 | | | — | | | — | | | — | | | — | | | 58,000 | |
Darrell S. Freeman, Sr. | | 34,000 | | | 14,000 | | | — | | | — | | | — | | | — | | | 48,000 | |
James R. Kelley(3) | | 31,000 | | | 14,000 | | | — | | | — | | | — | | | — | | | 45,000 | |
William Ronald (Ron) DeBerry | | 33,600 | | | 14,000 | | | — | | | — | | | — | | | — | | | 47,600 | |
Robert E. (Brown) Daniel | | 31,600 | | | 14,000 | | | — | | | — | | | — | | | — | | | 45,600 | |
Ruskin A. Vest | | 31,000 | | | 14,000 | | | — | | | — | | | — | | | — | | | 45,000 | |
2019.
Homayoun (Homey) Aminmadani | | | 36,600 | | | 15,145(2) | | | — | | | — | | | — | | | — | | | 51,745 |
Charles Trimble (Trim) Beasley | | | 41,500 | | | 15,145(2) | | | — | | | — | | | — | | | — | | | 56,645 |
John Lewis Bourne(3) | | | 15,500 | | | 11,205(5) | | | — | | | — | | | — | | | — | | | 26,705 |
Robert E. (Brown) Daniel | | | 41,500 | | | 15,145(2) | | | — | | | — | | | — | | | — | | | 56,645 |
William Ronald (Ron) DeBerry | | | 33,600 | | | 15,145(2) | | | — | | | — | | | — | | | — | | | 48,745 |
Sharon H. Edwards | | | 53,500 | | | 15,145(2) | | | — | | | — | | | — | | | — | | | 68,645 |
Farzin Ferdowsi(4) | | | 10,900 | | | 11,205(5) | | | — | | | — | | | — | | | — | | | 22,105 |
Darrell S. Freeman, Sr. | | | 41,000 | | | 15,145(2) | | | — | | | — | | | — | | | — | | | 56,145 |
James (Jim) Gilbert Hodges | | | 32,000 | | | 15,145(2) | | | — | | | — | | | — | | | — | | | 47,145 |
James R. Kelley(3) | | | 15,500 | | | 11,205(5) | | | — | | | — | | | — | | | — | | | 26,705 |
Connie S. McGee | | | 16,500 | | | 15,145(2) | | | — | | | — | | | — | | | — | | | 31,645 |
Linda E. Rebrovick | | | 16,500 | | | 15,145(2) | | | — | | | — | | | — | | | — | | | 31,645 |
Don Richard Sloan(3) | | | 18,500 | | | 11,205(5) | | | — | | | — | | | — | | | — | | | 29,705 |
Ruskin (Rusty) A. Vest | | | 35,000 | | | 15,145(2) | | | — | | | — | | | — | | | — | | | 50,145 |
| (1)
| Employee-directors DeVan D. Ard, Jr., our Chairman, President, and Chief Executive Officer, and Louis E. Holloway, our Chief Operating Officer, who are not listed, are not separately compensated for their service on the boards of directors of Reliant Bancorp and Reliant Bank. In addition, Messrs. Mabry and Wallace are not included in the above table as they were appointed to the boards of directors of Reliant Bancorp and Reliant Bank on April 1, 2020. |
(2)
| (2) | AllOn July 23, 2019, the grant date, all non-employee members of the Reliant Bancorp board as of directors received a restricted stock awardthe grant date were granted 650 RSUs vesting on the one-year anniversary of 500 sharesthe date of Reliant Bancorp common stock on July 24, 2018.grant. Each award vests in full on the one-year anniversary of the date of grant. The compensation figures presented reflect a grant date fair value of $28.00$23.30 per share. No other stock awards were outstanding to non-employee directors as of December 31, 2018.2019. |
(3)
| (3) | Will retireRetired from the board effective as of the date of the Meeting.May 23, 2019. |
| (4)
| Mr. Ferdowsi retired from the board effective March 1, 2019. |
(5)
| In connection with Messrs. Bourne, Ferdowsi, Kelley, and Sloan retiring as members of the Reliant Bancorp board of directors, each received a stock award of 500 shares of Reliant Bancorp common stock on April 22, 2019. The compensation figures presented reflect a grant date fair value of $22.41 per share. |
20192020 Director Compensation
The
20182019 director compensation structure will be carried forward to
20192020 (including the
increased combined annual retainer of
$28,000$30,000 per year), but is subject to adjustment as the board sees fit in conjunction with the advice of the
compensation committeeCompensation Committee and its independent consultant.
Certain Relationships and Related TransactionsWe make loans and enter into other transactionsAUDIT COMMITTEE REPORT
The Audit Committee consists entirely of non-employee directors all of whom have been determined by the board of directors to qualify as independent directors as defined in the ordinary course of business with our directors and officers and their affiliates. It is our policy that these loans and other transactions substantially be on the same terms (including price or interest rates and collateral) as those prevailing at the time for comparable transactions with unrelated parties. We do not expect these transactions to involve more than the normal risk of collectability nor present other unfavorable features to us. Loans to individual directors and officers must also comply with our lending policies and statutory lending limits, and directors with a personal interest in any loan application are excluded from the considerationSection 10A of the loan application. Our policyExchange Act and pursuant to the rules and regulations of Nasdaq and the SEC. The Audit Committee operates under a written charter adopted by the board of directors. The Audit Committee’s charter is that allevaluated annually to ensure compliance with SEC rules and regulations and Nasdaq listing standards and was last revised on January 22, 2020. A copy of the Audit Committee’s charter is available on our transactionswebsite (https://www.reliantbank.com) under the tab titled “Investor Relations” followed by the tab titled “Governance Documents.”
The Audit Committee oversees the Company’s auditing, accounting and financial reporting processes on behalf of the board of directors. In fulfilling its oversight responsibilities, the Audit Committee, among other things, reviewed and discussed the Company's audited consolidated financial statements as of and for the year ended December 31, 2019 with
our affiliates will be on terms no less favorable to us than could be obtained from an unaffiliated third partymanagement and
will be approved by a majoritywith the Company’s independent registered public accountants. The Audit Committee considered the adequacy of
disinterested directors or by our audit committee.(remainderthe Company’s internal controls and the quality of page intentionally blank)
its financial reporting, and discussed these matters with management and with Maggart & Associates, P.C., the Company’s independent registered public accountants.
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The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditors. The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters required to be discussed by Auditing Standard No. 1301 (Communications with Audit Committees). In addition, the Audit Committee has received from the independent auditors the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communication with the Audit Committee concerning independence, and the Audit Committee has discussed with the independent auditors the independent auditors’ independence from the Company and its management. The Audit Committee also considered whether the independent auditors’ provision of non-audit services to the Company is compatible with the auditors’ independence and has concluded that its provision of such non-audit services is compatible with the auditors’ independence.
The Audit Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the board of directors that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2019 for filing with the SEC.
| | | Submitted by the Audit Committee*
of the Board of Directors: |
| | | |
| | | Sharon H. Edwards (Chair) |
| | | Charles Trimble Beasley |
| | | Robert E. Daniel |
| | | Connie S. McGee (appointed in January 2020) |
| | | Michael E. Wallace (appointed in April 2020) |
*
| Darrell S. Freeman, Sr. was a member of the Audit Committee until January 2020. |
The information contained in this Audit Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates such information by reference in such filing.
TABLE OF CONTENTSProposal TWO
PROPOSAl 2RATIFICATION OF Selection ofAPPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Firm
FIRM
The
audit committee of our board of directorsAudit Committee has selected Maggart & Associates, P.C. as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31,
2019.2020. Maggart & Associates,
P.C. has served as our independent registered public accounting firm since its appointment in 2006. A representative of Maggart & Associates,
P.C. is expected to be present at the
Annual Meeting, with the opportunity to make a statement if the representative desires to do so, and is expected to be available to respond to appropriate questions.
The following table presents the aggregate fees billed to Reliant Bancorp for professional services rendered by Maggart & Associates,
P.C. for the fiscal years ended December 31,
20182019 and December 31,
2017. | 2018 | 2017 |
Audit Fees(1) | $ | 214,900 | | $ | 163,650 | |
Audit Related Fees | | — | | | — | |
Tax Fees | | — | | | — | |
All Other Fees | | — | | | — | |
Total | $ | 214,900 | | $ | 163,650 | |
2018.
Audit Fees(1) | | | $254,160 | | | $214,900 |
Audit Related Fees | | | — | | | — |
Tax Fees | | | — | | | — |
All Other Fees | | | — | | | — |
Total | | | $254,160 | | | $214,900 |
| (1)
| Audit fees are for professional services for the audit of the Company’s financial statements included in its annual reportAnnual Report on Form 10-K, for the review of the Company’s financial statements included in its quarterly reportsQuarterly Reports on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements. |
The charter of the audit committeeAudit Committee provides that the duties and responsibilities of the audit committeeAudit Committee include the pre-approval of all services that may be provided to Reliant Bancorp by its independent accountants, whether or not related to the audit. In fiscal years 20182019 and 2017,2018, the fees described above were approved by the audit committee.
Audit Committee.
If a quorum is present, this Proposal 2 will be approved if the votes cast for ratification exceed the votes cast against ratification. If this Proposal 2 is not approved, the matter will be referred to the Audit Committee for further review.
Recommendation of our Board of Directors
Our
our Board of Directors recommends that OUR shareholders vote “FOR”
ratification of The Audit Committee’s SelectionAPPOINTMENT of Maggart & Associates, P.C. as our independent registered public accounting Firm for our fiscal year ending December 31, 2019.(remainder of page intentionally blank)
2020.
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OTHER MATTERSWe knowADDITIONAL INFORMATION
Shareholder Proposals for Next Year’s Annual Meeting of
no other matters to be submitted to our shareholders at the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed proxy to vote the shares they representShareholders Shareholders who, in accordance with Rule 14a-8 of the Exchange Act, wish to present proposals for inclusion in our proxy statement and form of proxy for our 2021 annual meeting must submit their judgment. Discretionary authorityproposals so that they are received by us at our principal executive offices, addressed to our Corporate Secretary, no later than December 14, 2020.
Although information received after such date will not be included in the proxy materials sent to shareholders, a shareholder proposal may still be presented at the 2021 annual meeting if such proposal complies with
respectthe Company’s bylaws. In accordance with our bylaws, a shareholder proposal may be brought before an annual meeting only if such proposal is made pursuant to written notice timely given to the Company’s Corporate Secretary accompanied by certain information required by our bylaws. To be timely, a shareholder’s written notice must be received by the Company no earlier than 120 days and no later than 90 days prior to the first anniversary of the preceding year’s annual meeting, provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such
matters is grantedanniversary date or delayed more than 70 days after such anniversary date, then to be timely such notice must be received by
executionthe Company by the close of
business on the
enclosed proxy.10th day following the date of public disclosure of such meeting. For shareholder proposals for the 2021 annual meeting of shareholders, written notice must be received between January 14, 2021 and February 13, 2021.
ANNUAL REPORTA copy of our annual report for our fiscal year ended December 31, 2018,How can I obtain Reliant Bancorp’s Annual Report?
The Company's 2019 Annual Report to Shareholders is being made available
concurrentlyto shareholders with this
proxy statementProxy Statement. The Annual Report to
all shareholders entitled to notice of and to vote at the Meeting. The annual reportShareholders is not
incorporated into this proxy statement and is not considereda part of the proxy solicitation
material.FOrm 10-K
On request, we will provide, without charge, amaterials.
A copy of our annual reportthe Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC (including a list briefly describing the2019, excluding certain exhibits thereto),thereto, may be obtained without charge by writing to any shareholder. Please contact us at (615) 221-2020, or write to J. Dan Dellinger, our Chief Financial Officer, atReliant Bancorp, Inc., 6100 Tower Circle, Suite 120, Franklin, Tennessee 37067, Attention: Chief Executive Officer. Also, the Company's Annual Report on Form 10-K and all quarterly reports on Form 10-Q for the year ended December 31, 2019 can also be accessed via our website (https://www.reliantbank.com) under the tab titled “Investor Relations” followed by the tab titled “SEC Filings.”
Who is paying for this proxy solicitation? We will pay for the cost of this proxy solicitation. We do not intend to solicit proxies other than by use of the mail and our website (https://www.reliantbank.com), but certain of our directors, officers, and other employees, without additional compensation, may solicit proxies personally or by telephone or email on our behalf.
Who should I contact if I have any
such request.questions?
If you have any questions about the Annual Meeting, this Proxy Statement, our proxy materials or your ownership of Reliant Bancorp common stock, please contact us at (615) 221-2087, or write to Reliant Bancorp, Inc., 6100 Tower Circle, Suite 120, Franklin, Tennessee 37067, Attention: Chief Executive Officer.
Our management is not aware of any other matters to be presented for action at the Annual Meeting other than those mentioned in the Notice of Annual Meeting of Shareholders and referred to in this Proxy Statement. However, should any other matter requiring a vote of the shareholders arise, the representatives named on the accompanying proxy will vote in accordance with their discretion.
