UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
~~WASHINGTON,~~
Washington, D.C. 20549

SCHEDULE 14A ~~INFORMATION~~

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

~~Filed by the Registrant~~

~~Filed by a Party other than the Registrant~~

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

~~Preliminary Proxy Statement~~

~~CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))~~

~~Definitive Proxy Statement~~

~~Definitive Additional Materials~~

~~Soliciting Material Pursuant to Section 240.14a-12~~

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to Section 240.14a-12

AMERIS BANCORP

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check ~~the appropriate box)~~all boxes that apply):

~~No fee required~~

~~Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.~~

~~(1)~~

~~Title of each class of securities to which transaction applies:~~

~~(2)~~

~~Aggregate number of securities to which transaction applies:~~

~~(3)~~

~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):~~

~~(4)~~

~~Proposed maximum aggregate value of transaction:~~

~~(5)~~

~~Total fee paid:~~

~~Fee paid previously with preliminary materials.~~

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

~~(1)~~

~~Amount Previously Paid:~~

~~(2)~~

~~Form, Schedule or Registration Statement No.:~~

~~(3)~~

~~Filing Party:~~

~~(4)~~

~~Date Filed:~~

☑

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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[MISSING IMAGE: lg_amerisbancorp-4c.jpg]

3490 Piedmont Road N.E., Suite 1550
Atlanta, Georgia 30305

April ~~1, 2016~~

24, 2023

Dear Shareholder:

It is my pleasure to invite you to ~~this year’s annual meeting~~the 2023 Annual Meeting of ~~shareholders,~~Shareholders of Ameris Bancorp, which will be held on ~~Tuesday, May 17, 2016,~~Monday, June 5, 2023, at 9:30 a.m.~~, local time, at our offices located at 24 Second Avenue Southeast, in Moultrie, Georgia.~~

~~The Notice of Annual Meeting of Shareholders that follows describes~~ ET.

This year’s annual meeting will be completely virtual, held via live audio webcast. You will be able to attend the meeting online and vote your shares by visiting https://meetnow.global/MQWD56S.

Details regarding how to attend the meeting online, how to vote your shares and the formal business to be conducted at the ~~meeting. We~~meeting are included in the accompanying Notice of the 2023 Annual Meeting of Shareholders.

The internet will ~~also report on matters of current interest~~be the primary means by which we furnish proxy materials to our shareholders.

We will ~~be using the Internet as our primary means of furnishing proxy materials to shareholders. Accordingly, most shareholders will not receive paper copies of our proxy materials. We will instead~~ send shareholders a notice with instructions for ~~accessing the proxy materials and voting via the Internet. The~~how to access these materials. That notice will also ~~provides~~include information ~~on how shareholders may obtain~~for obtaining paper copies of our proxy materials if ~~they so choose.~~

shareholders choose to do so. This process lowers costs and saves paper, adding convenience for shareholders and contributing to our sustainability efforts.

Whether or not you plan to attend the annual meeting virtually, please vote as soon as possible to ensure ~~that~~ your shares ~~will be~~are represented and voted at the ~~annual~~ meeting. You may vote online, via ~~the Internet, by~~ telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. If you attend the annual meeting virtually, you may vote ~~your shares in person~~during the meeting even though you have previously voted your proxy.

On behalf of Ameris Bancorp, I thank you for your continued ~~support and look forward to seeing you at this year’s annual meeting.~~

~~Sincerely,~~

~~Edwin W. Hortman, Jr.~~
~~President and Chief Executive Officer~~

support.

Sincerely,

[MISSING IMAGE: sg_hpalmerproctor-bw.jpg]

H. Palmer Proctor, Jr.
Chief Executive Officer

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Ameris Bancorp
310 First Street, S.E.
Moultrie,

3490 Piedmont Road N.E., Suite 1550
Atlanta, Georgia ~~31768~~30305

NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 5, 2023

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 17, 2016

To the Shareholders of Ameris Bancorp:

NOTICE IS HEREBY GIVEN that the 2023 Annual Meeting of Shareholders of Ameris Bancorp ~~(the “Company”)~~ will be held virtually, via live audio webcast at ~~the Company’s offices located at 24 Second Avenue Southeast, Moultrie, Georgia,~~https://meetnow.global/MQWD56S, on ~~Tuesday, May 17, 2016,~~Monday, June 5, 2023, commencing at 9:30 a.m.~~, local time,~~ ET, for the following items of business:

~~(1)~~

~~the election of three Class I directors for a three-year term of office;~~

~~(2)~~

~~the ratification of the appointment of Crowe Horwath LLP as the Company’s independent auditor for 2016;~~

~~(3)~~

~~the advisory approval of the Company’s executive compensation; and~~

~~(4)~~

~~any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.~~

(1)

To elect each of the 13 director nominees named in the accompanying Proxy Statement to serve as a director until our 2024 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified;

(2)

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

(3)

To approve, on an advisory basis, the compensation of our named executive officers; and

(4)

To transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

The close of business on March ~~8, 2016,~~27, 2023, has been fixed as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record atas of the close of business on that date are entitled to notice of, and to vote at, the Annual Meeting. ~~A complete list of shareholders entitled~~

To access the virtual Annual Meeting, visit https://meetnow.global/MQWD56S. To be deemed present and to have the ability to vote atduring the Annual Meeting, you will be ~~available for examination by any~~required to enter your control number. If you are a shareholder ~~for any purpose germane to~~of record as of the ~~Annual Meeting, during normal~~close of business ~~hours, for a period of at least 10 days prior to~~on the ~~Annual Meeting at~~record date, then your control number can be found on the ~~Company’s corporate offices located at the address set forth above.~~


		~~By Order of the Board of Directors,~~

~~Moultrie, Georgia~~		~~Cindi H. Lewis~~
~~April 1, 2016~~		~~Corporate Secretary~~

INTERNET AVAILABILITY OF PROXY MATERIALS

~~In accordance with U.S. Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing~~ proxy ~~materials to shareholders. Consequently, most shareholders will not receive paper copies of our proxy materials. We will instead send shareholders a~~card or Notice of Internet Availability of Proxy Materials you previously received.

If you are a beneficial owner as of the close of business on the record date, then you must register in advance to attend the Annual Meeting virtually and to vote at the Annual Meeting. To register, you must obtain a legally valid proxy from your broker, bank or other nominee and present it to the Company’s transfer agent, Computershare Investor Services. Once you have received a valid proxy from your broker, bank or other nominee, you must email it to Computershare at legalproxy@computershare.com with ~~instructions~~“Legal Proxy — Ameris Bancorp” in the subject line. Please include with your email proof from your broker, bank or other nominee of your valid proxy reflecting your holdings of our common stock (e.g., a forwarded email from your broker, bank or other nominee with your valid proxy attached, or an image of your valid proxy attached to your email). Requests for registration must be received by Computershare no later than 5:00 p.m. ET on May 31, 2023. You will then receive by email from Computershare a confirmation of your registration, with a control number for use in accessing the ~~proxy materials, including our proxy statement~~virtual meeting website.

Online access to the virtual meeting site will open at 9:15 a.m. ET on June 5, 2023, to allow time for you to log in and ~~annual report,~~test your device’s audio system.

Your vote is important. Whether or not you plan to attend the Annual Meeting virtually, please vote as soon as possible to ensure that your shares will be represented and ~~voting via~~voted at the ~~Internet. The Notice of Internet Availability of Proxy Materials also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose.~~

Annual Meeting.

By Order of the Board of Directors,

[MISSING IMAGE: sg_michaeltpierson-bw.jpg]

Michael T. Pierson
Corporate Secretary

Atlanta, Georgia
April 24, 2023

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Important notice regarding the availability of proxy materials for the 2023 Annual Meeting of Shareholders to be held on June 5, 2023. In accordance with U.S. Securities and Exchange Commission rules, we are using the internet as our primary means of furnishing proxy materials to shareholders. Consequently, most shareholders will not receive paper copies of our proxy materials. We will instead send shareholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and 2022 Annual Report, and voting via the internet. The Notice of Internet Availability of Proxy Materials also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose. The Proxy Statement, form of proxy card and 2022 Annual Report also are available free of charge at www.envisionreports.com/ABCB.

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AMERIS BANCORP
310 First Street, S.E.
Moultrie,

3490 Piedmont Road N.E., Suite 1550
Atlanta, Georgia ~~31768~~30305

PROXY STATEMENT

FOR 2023 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON ~~MAY 17, 2016~~JUNE 5, 2023

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement (“Proxy Statement”) and in our 2022 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”) and accompanies this Proxy Statement. You should read the entire Proxy Statement and the 2022 Annual Report before voting. We are first making the proxy materials available to shareholders on or about April 24, 2023.

In this Proxy Statement: (i) Ameris Bancorp is referred to as “Ameris,” “we,” “our,” “us,” or the “Company”; (ii) Ameris Bank, Ameris’s wholly owned subsidiary, is referred to as the “Bank”; and (iii) the Company’s Board of Directors is referred to as the “Board.”

Information About the 2023 Meeting of Shareholders of Ameris Bancorp (the “Annual Meeting”)

	Date:			June 5, 2023
	Time:			9:30 a.m. ET
	Location:			Virtual format only, via live audio webcast at https://meetnow.global/MQWD56S.
	Record Date and Voting:			You are entitled to vote at the Annual Meeting if you were a shareholder of record of the Company’s common stock, $1.00 par value per share (the “Common Stock”), as of the close of business on March 27, 2023, the record date for the Annual Meeting (the “Record Date”). Each share of Common Stock represented at the Annual Meeting is entitled to one vote for each director nominee with respect to the proposal to elect directors and one vote for each of the other proposals to be voted on.

Annual Meeting Agenda and Board Voting Recommendations

Items of Business	Board Recommendation	Page Number
To elect each of the 13 director nominees named in this Proxy Statement to serve as a director until the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) and until his or her successor is duly elected and qualified (Proposal 1)	“FOR”	10
To ratify the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal 2)	“FOR”	11
To approve, on an advisory basis, the compensation of our named executive officers (Proposal 3)	“FOR”	11

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In addition to the above matters, we will transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

How to Cast Your Vote

Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote as soon as possible to ensure that your shares will be represented and voted at the Annual Meeting. If you are a shareholder of record (meaning you hold your shares in your own name) as of the close of business on the Record Date, then you have four voting options. You may vote using one of the following methods:

•

Over the internet at www.envisionreports.com/ABCB, which you are encouraged to do if you have access to the internet;

•

By telephone at the number included in your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice”) you previously received;

•

For those shareholders who request to receive a paper proxy card in the mail, by completing, signing and returning the proxy card; or

•

By attending the Annual Meeting virtually (by visiting https://meetnow.global/MQWD56S and entering your control number) and following the voting instructions on the virtual meeting site.

How to Attend and Vote at the Annual Meeting

Only shareholders of record as of the close of business on the Record Date, or beneficial owners who follow the instructions below, will be able to attend and vote at the Annual Meeting. Guests will not be able to attend the Annual Meeting.

The Annual Meeting will be held virtually, via live audio webcast. To access the Annual Meeting, visit the virtual meeting site at https://meetnow.global/MQWD56S. To be deemed present and to have the ability to vote during the Annual Meeting, you will be required to enter your control number.

If you are a shareholder of record as of the close of business on the Record Date, then your control number can be found on the proxy card or the Notice you previously received.

If you are a beneficial owner as of the close of business on the Record Date, then you must register in advance to attend the Annual Meeting and to vote at the Annual Meeting. (You are a beneficial owner if your shares are held in “street name” through a bank, broker or other nominee that holds your shares as the holder of record.) To register, you must obtain a legally valid proxy from your broker, bank or other nominee and present it to our transfer agent, Computershare Investor Services (“Computershare”). Once you have received a valid proxy from your broker, bank or other nominee, you must email it to Computershare at legalproxy@computershare.com with “Legal Proxy — Ameris Bancorp” in the subject line. Please include with your email proof from your broker, bank or other nominee of your valid proxy reflecting your holdings of Common Stock (e.g., a forwarded email from your broker, bank or other nominee with your valid proxy attached, or an image of your valid proxy attached to your email). Requests for registration must be received by Computershare no later than 5:00 p.m. ET on May 31, 2023. You will then receive by email from Computershare a confirmation of your registration, with a control number for use in accessing the virtual meeting website.

Once you are admitted to the Annual Meeting, you may vote during the Annual Meeting by following the instructions on the virtual meeting site.

Online access to the virtual meeting site will open at 9:15 a.m. ET on June 5, 2023, to allow time for you to log in and test your device’s audio system.

Shareholder Questions

Shareholders of record and registered beneficial owners who attend the Annual Meeting virtually can submit questions at the virtual meeting site, https://meetnow.global/MQWD56S, by following the

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instructions available on the virtual meeting site during the meeting. During the Annual Meeting, we intend to answer questions so submitted that are pertinent to the Company and meeting matters, as time permits.

Shareholder List

An electronic list of shareholders of record as of the Record Date will be available for examination by shareholders at https://meetnow.global/MQWD56S during the Annual Meeting, along with the proxy materials for the Annual Meeting.

Business Overview

We are proud of the results that we delivered in 2022, including:

•

Net income of $346.5 million, or $4.99 per diluted share;

•

Growth in tangible book value (“TBV Growth”) of $3.66 per share, or 13.9%, to $29.92 at December 31, 2022;

•

Improvement in net interest margin of 44 basis points, from 3.32% for 2021 to 3.76% for 2022;

•

Growth in total revenue of $64.6 million, or 6.3%, to $1.09 billion;

•

Adjusted efficiency ratio of 52.54%, compared with 55.00% in 2021;

•

Organic growth in loans of $3.51 billion, or 22.1%;

•

Growth in tangible common equity ratio of 62 basis points, or 7.7%, to 8.67% at December 31, 2022; and

•

Growth in noninterest-bearing deposits, representing 40.74% of total deposits, from 39.54% a year ago.

TBV Growth, adjusted efficiency ratio and tangible common equity ratio are performance measures determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See “Reconciliation of GAAP and Non-GAAP Financial Measures” in Exhibit A to this Proxy Statement for a reconciliation to the most comparable GAAP measures.

Director Nominees

At the Annual Meeting, shareholders are being asked to elect each of the director nominees identified below to serve as a director until the 2024 Annual Meeting and until his or her successor is duly elected and qualified.

Name

Age

Ameris
Director
Since

Primary Occupation

Independent

William I. Bowen, Jr.

November 2014

Partner and President of Bowen Donaldson Home for Funerals

✓

Rodney D. Bullard

July 2019

Chief Executive Officer of The Same House

✓

Wm. Millard Choate

July 2019

Founder and Chairman of Choate Construction Company

✓

R. Dale Ezzell

May 2010

Founder and Owner of Wisecards Printing and Mailing

✓

Leo J. Hill

January 2013

Founder and Owner of Advisor Network Solutions, LLC

✓

Daniel B. Jeter

April 1997

Chairman and Co-Owner of Standard Discount Corporation

✓

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Name

Age

Ameris
Director
Since

Primary Occupation

Independent

Robert P. Lynch

February 2000

Vice President and Chief Financial Officer of Lynch Management Company

✓

Elizabeth A. McCague

August 2016

Chief Financial Officer for Jacksonville Port Authority

✓

James B. Miller, Jr.

July 2019

Chairman of the Ameris Board of Directors

Gloria A. O’Neal

July 2019

Community Leader

✓

H. Palmer Proctor, Jr.

July 2019

Chief Executive Officer of Ameris and the Bank

William H. Stern

November 2013

President and Chief Executive Officer of Stern Development

✓

Jimmy D. Veal

May 2008

Founding Partner and Co-Owner of Beachview Tent Rentals, Inc.

✓

Corporate Governance and Executive Compensation Program Highlights

Our corporate governance and executive compensation policies promote the long-term interests of shareholders. Below are highlights of our corporate governance and executive compensation framework.

	Corporate Governance			Executive Compensation
	• Annual Election of All Directors			• Pay for Performance Philosophy
	• Approximately 85% of Board Members are Independent			• Independent Compensation Consultant Engaged by Compensation Committee
	• Strong Independent Lead Director of the Board			• Annual Advisory Votes on Executive Compensation
	• Independent Audit, Compensation, Corporate Governance and Nominating, and Enterprise Risk Committees of the Board			• Risk Oversight by Board and Committees, Including Enterprise Risk Committee
	• No Supermajority Voting Requirements in Articles of Incorporation or Bylaws			• Limits Imposed on Maximum Incentive Award Payouts
	• Formalized Annual Board and Committee Self-Assessments and Director Assessments			• Stock Ownership Requirements for Named Executive Officers and Directors
	• Majority Voting for Directors in Uncontested Elections			• Insider Trading Policy Prohibits Hedging and Short Sales
	• All Directors Attended at Least 75% of 2022 Meetings
	• Director Continuing Education
	• Regular Executive Sessions of Independent Directors
	• No Poison Pill in Effect

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PROXY SOLICITATION AND VOTING INFORMATION

Why am I receiving these materials?

The Board ~~of Directors (the “Board”) of Ameris Bancorp (the “Company”)~~ has made these materials available to you on the ~~Internet~~internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the solicitation of proxies by and on behalf of the Board for use at the ~~Company’s~~Annual Meeting. The Annual Meeting ~~of Shareholders (the “Annual Meeting”) to~~will be held virtually, via live audio webcast at ~~the Company’s offices located at 24 Second Avenue Southeast, Moultrie, Georgia,~~https://meetnow.global/MQWD56S, on ~~Tuesday, May 17, 2016,~~Monday, June 5, 2023, commencing at 9:30 a.m.~~, local time, and any adjournment or postponement thereof.~~ ET.

These materials ~~were~~will be first made available to shareholders on or about April ~~1, 2016.~~24, 2023. Shareholders of the Company are invited to attend the Annual Meeting virtually and are requested to vote on the proposals described in this Proxy Statement.

What is included in these materials?

These materials include:

~~the~~•

The Company’s Proxy ~~Statement;~~Statement for the Annual Meeting; and

~~the Company’s 2015~~

•

The 2022 Annual Report, ~~to Shareholders,~~ which includes the Company’s audited consolidated financial statements.

If you request printed versions of these materials by mail, then these materials will also include the proxy card for the Annual Meeting.

What am I voting on?

~~You will be voting on each of the following:~~

~~the election of three Class I directors for a three-year term of office;~~

~~the ratification of the appointment of Crowe Horwath LLP (“Crowe Horwath”) as the Company’s independent auditor for 2016;~~

~~the advisory approval of the Company’s executive compensation; and~~

~~any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.~~

~~As of the date of this Proxy Statement, the Board knows of no other matters that will be brought before the Annual Meeting.~~

~~You may not cumulate your votes for any matter being voted on at the Annual Meeting, and you are not entitled to appraisal or dissenters’ rights.~~

Why did I receive a one-page notice in the mail or e-mail notification regarding the Internetinternet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), the Company has provided access to its proxy materials over the ~~Internet.~~internet. Accordingly, the Company is sending a Notice of Internet Availability of Proxy ~~Materials (the “Notice”) to shareholders of record and beneficial owners.~~Materials. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice, free of charge, or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the ~~Internet~~internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials electronically by e-mail on an ongoing basis.

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How can I get electronic access to the proxy materials?

The Notice provides you with instructions regarding how to:

~~view~~•

View proxy materials for the Annual Meeting on the ~~Internet~~internet and execute a proxy; and

~~instruct~~

•

Instruct the Company to send future proxy materials to you electronically by e-mail.

Choosing to receive future proxy materials by e-mail will save the Company the cost of printing and mailing documents to you and will reduce the impact of its annual meetings on the environment. If you choose to receive future proxy materials by e-mail, then you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

What is being voted on at the Annual Meeting?

Shareholders are being asked to vote on each of the following proposals:

•

To elect each of the 13 director nominees named in this Proxy Statement to serve as a director until the 2024 Annual Meeting and until his or her successor is duly elected and qualified (Proposal 1);

•

To ratify the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal 2); and

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•

To approve, on an advisory basis, the compensation of our named executive officers (Proposal 3).

In addition to the above matters, we will transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. As of the date of this Proxy Statement, the Board knows of no other matters that will be brought before the Annual Meeting.

You may not cumulate your votes for any matter being voted on at the Annual Meeting, and you are not entitled to appraisal or dissenters’ rights.

Who can vote?

You may vote if you ~~owned shares~~were a shareholder of record of the ~~Company’s common stock, $1.00 par value per share (the “Common Stock”),~~Common Stock as of the close of business on March ~~8, 2016,~~27, 2023, the ~~record date~~Record Date for the Annual Meeting. Your shares can be voted at the Annual Meeting ~~(the “Record Date”).~~only if you are present or represented by a valid proxy. As of the Record Date, there were ~~32,308,939~~69,373,863 shares of Common Stock outstanding and entitled to vote.

If you are a beneficial owner of the Common stock as of the close of business on the Record Date, then you will receive voting instructions from the bank, broker or other nominee that holds your shares as the holder of record. You must follow the voting instructions of the holder of record in order for your shares to be voted.

How many votes am I entitled to?

Each share of Common Stock represented at the Annual Meeting is entitled to one vote for each director nominee with respect to the proposal to elect directors and one vote for each of the other proposals to be voted on.

How do I vote?

~~You have four voting options. You~~

If you are a record holder, then you may vote ~~using~~by proxy or in person at the Annual Meeting at https://meetnow.global/MQWD56S.

To vote by proxy, you may select one of the following ~~methods:~~

options:

~~over~~•

Over the ~~Internet,~~internet, which you are encouraged to do if you have access to the ~~Internet;~~internet;

•

By telephone; or

~~for~~

•

For those shareholders who request to receive a paper proxy card in the mail, by completing, signing and returning the ~~proxy; or~~proxy card.

~~by attending the Annual Meeting and voting in person.~~

The Notice provides instructions on how to access your proxy card, which contains instructions on how to vote via the ~~Internet~~internet or by telephone. For those shareholders who request to receive a paper proxy card in the mail, instructions for voting via the ~~Internet,~~internet, by telephone or by mail are set forth on the proxy card. Please follow the directions on your proxy card carefully.

Can

If you are a beneficial owner, then you will receive voting instructions from the bank, broker or other nominee that holds your shares as the holder of record. You must follow the voting instructions of the holder of record in order for your shares to be voted. Although most banks, brokers and other nominees will offer telephone and internet voting, availability and specific procedures will depend on their voting arrangements. Please follow their voting instructions carefully.

How do I attend and vote at the Annual Meeting?

~~You may vote your shares at~~

The Annual Meeting will be held virtually, via live audio webcast. To access the Annual Meeting, ~~if you attend in person. Even if you plan~~visit the virtual meeting site at https://meetnow.global/MQWD56S. To be deemed present and to ~~be present at~~have the ability to vote during the Annual Meeting, you will be required to enter your control number.

If you are ~~encouraged~~a shareholder of record, then your control number can be found on the proxy card or the Notice you previously received.

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If you are a beneficial owner, then you must register in advance to attend the Annual Meeting virtually and to vote ~~your shares by proxy. You may vote your proxy via the Internet, by telephone or by mail. Even if you have already voted your shares by proxy, you may change your vote and vote your shares~~ at the Annual Meeting. To register, you must obtain a legally valid proxy from your broker, bank or other nominee and present it to our transfer agent, Computershare. Once you have received a valid proxy from your broker, bank or other nominee, you must email it to Computershare at legalproxy@computershare.com with “Legal Proxy — Ameris Bancorp” in the subject line. Please include with your email proof from your broker, bank or other nominee of your valid proxy reflecting your holdings of Common Stock (e.g., a forwarded email from your broker, bank or other nominee with your valid proxy attached, or an image of your valid proxy attached to your email). Requests for registration must be received by Computershare no later than 5:00 p.m. ET on May 31, 2023. You will then receive by email from Computershare a confirmation of your registration, with a control number for use in accessing the virtual meeting website.

Once you are admitted to the Annual Meeting, if you ~~attend~~may vote during the Annual Meeting by following the instructions on the virtual meeting site.

Online access to the virtual meeting site will open at 9:15 a.m. ET on June 5, 2023, to allow time for you to log in ~~person.~~

and test your device’s audio system.

What if ~~my shares are registered in more than one person’s name?~~

~~If you own shares~~I have technical difficulties attending the Annual Meeting?

The virtual meeting platform is fully supported across most internet browsers (Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plug-ins. Shareholders should ensure that ~~are registered~~they have a sufficient internet connection wherever they intend to participate in the ~~name of more than one person, each person must sign the proxy. If an attorney, executor, administrator, trustee, guardian~~Annual Meeting.

For further assistance, you may call 1-888-724-2416 (toll free) or ~~any other person signs the proxy in a representative capacity, the full title of the person signing the proxy should be given and a certificate should be furnished showing evidence of appointment.~~

1-781-575-2748 (international toll).

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What does it mean if I receive more than one Notice?

If you receive more than one Notice, then you have multiple accounts with brokers or the Company’s transfer agent. Please vote all of these shares. It is recommended that you contact your broker or the Company’s transfer agent, as applicable, to consolidate as many accounts as possible under the same name and address. The Company’s transfer agent is Computershare Investor Services, which may be contacted by telephone at (800) 568-3476.

Can I change my mind after I vote?

~~You~~

If you are a shareholder of record and vote by proxy, then you may ~~change your vote~~revoke that proxy at any time before ~~the polls close~~it is voted at the Annual Meeting. You may do this by using one of the following methods:

~~voting~~•

Voting again by telephone or over the ~~Internet~~internet prior to ~~1:00~~9:30 a.m.~~, Eastern Daylight Time,~~ ET on ~~May 17, 2016;~~June 5, 2023;

~~giving~~

•

Giving written notice to ~~the Company’s~~our Corporate Secretary at ~~the address indicated on the first page of this Proxy Statement;~~3490 Piedmont Road N.E., Suite 1550, Atlanta, Georgia 30305;

~~delivering~~

•

Delivering a later-dated proxy; or

~~voting in person at~~

•

By attending the Annual ~~Meeting.~~Meeting virtually (by visiting https://meetnow.global/MQWD56S and entering your control number) and following the voting instructions on the virtual meeting site.

How many votes am I entitled to?

~~All holders~~

If you are a beneficial owner, then you must follow the instructions provided by the bank, broker or other nominee that holds your shares as the holder of ~~Common Stock are entitled~~record if you wish to ~~cast one vote per share held as of the Record Date.~~

change or revoke your vote.

How many votes must be present to hold the Annual Meeting?

In order for the Company to conduct the Annual Meeting, the holders of a majority of the shares of Common Stock outstanding and entitled to vote as of the Record Date must be present or represented by proxy at the Annual Meeting. This is referred to as a quorum. ~~Your~~

Shares represented by valid proxies received but marked as abstentions, and shares represented by valid proxies received but reflecting broker non-votes (further discussed below), will be counted ~~as present at the Annual Meeting if you do one of the following:~~

~~vote via the Internet or by telephone;~~

~~return a properly executed proxy by mail (even if you do not provide voting instructions); or~~

~~attend the Annual Meeting and vote in person.~~

How many votes are needed to elect directors?

Directors will be elected by a plurality of the votes present in person or represented by proxy and entitled to vote at the Annual Meeting, meaning that the three Class I nominees receiving the most votes will be elected as Class I directors.

How many votes are needed to ratify the appointment of Crowe Horwath as the Company’s independent auditor for 2016 or to approve the advisory vote on executive compensation?

Approval of each of these proposals requires the affirmative vote in favor of such proposal of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote at the Annual Meeting.

How many votes are needed for other matters that may be brought before the Annual Meeting?

The affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote at the Annual Meeting will be required to approve any other matter that properly comes before the Annual Meeting. The Board knows of no other matters that will be brought before the Annual Meeting. If other matters are properly introduced, the persons named in the proxy as the proxy holders will vote on such matters in their discretion.

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Will my shares be voted if I do not provide my proxy?

Your shares may be voted under certain circumstances if they are held in the name of a brokerage firm. Brokerage firms have the authority under stock exchange rules to vote customers’ unvoted shares on “routine” matters, which include the ratification of the appointment of the Company’s independent auditor. Accordingly, if a brokerage firm votes your shares on these matters in accordance with these rules, your shares will count as present at the Annual Meeting for purposes of establishing a quorum.

What are broker non-votes?

Under certain circumstances, including the election of directors, matters involving executive compensation and other matters considered non-routine, banks and brokers are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the bank or broker. This is generally referred to as a “broker non-vote.” In these cases, as long as a routine

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matter is also being voted on, and in cases where the shareholder does not vote on such routine matter, those shares will be counted for the purpose of determining if a quorum ~~and~~is present, but will ~~count~~not be included as ~~“for”~~ votes ~~or “against” votes, as the case may be,~~cast with respect to ~~all “routine”~~those matters. Whether a bank or broker has authority to vote its shares on uninstructed matters is determined by stock exchange rules. We expect that brokers will be allowed to exercise discretionary authority for beneficial owners who have not provided voting instructions only with respect to Proposal 2 but not with respect to any of the other proposals to be voted on at the Annual Meeting. ~~If you hold your shares directly in your own name, they will not~~

What is the vote required to elect directors and to adopt each of the other proposals?

The following chart describes the proposals to be ~~voted if you do not vote them or provide a proxy. If a brokerage firm signs and returns a proxy on your behalf that does not contain voting instructions, your shares will count as present~~considered at the Annual Meeting, the vote required to elect directors and to adopt each of the other proposals, and the manner in which votes will be counted.

Proposal

Voting
Options

Vote Required to Elect
Directors or to
Adopt Proposal

Effect of
Abstentions

Effect of
Broker Non-
votes

Election of Directors
(Proposal 1)

For, Against or Abstain with respect to each director nominee

A majority of votes cast (meaning the number of shares voted “For” a director nominee must exceed the votes cast “Against” such director nominee)*

No effect

No broker discretion to vote

Ratification of the Appointment of KPMG (Proposal 2)

For, Against or Abstain

Affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy at the Annual Meeting

Same effect as a vote “Against”

Brokers have discretion to vote

Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers
(Proposal 3)

For, Against or Abstain

Affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy at the Annual Meeting

Same effect as a vote “Against”

No effect

No broker discretion to vote

See “Matters To Be Voted On — Proposal 1 — Election of Directors” for ~~quorum purposes~~a further description of the vote required to elect directors.

What if my shares are registered in more than one person’s name?

If you own shares that are registered in the name of more than one person, then each person must sign the proxy. If an attorney, executor, administrator, trustee, guardian or any other person signs the proxy in a representative capacity, then the full title of the person signing the proxy should be given and a certificate should be furnished showing evidence of appointment.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, then you have multiple accounts with brokers or the Company’s transfer agent, Computershare. Please vote all of these shares. It is recommended that you contact your broker or Computershare, as applicable, to consolidate as many accounts as possible under the same name and address. Computershare may be contacted by telephone at (800) 568-3476.

How are proxies solicited and what is the cost?

The cost of preparing and mailing proxy materials will ~~count~~be borne by the Company. We have engaged Georgeson LLC to assist with the solicitation of proxies for an annual fee of $11,000 plus expenses. In

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addition to solicitation by internet or mail, solicitations may be made by directors, officers and other employees of the Company in person or by telephone, facsimile or e-mail without additional compensation. The Company may also solicit proxies through press releases and postings on its website at www.amerisbank.com. Brokerage houses, custodians, nominees and fiduciaries will be reimbursed for the expense of sending proxy materials to the beneficial owners of Common Stock held of record on behalf of such persons.

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MATTERS TO BE VOTED ON

Proposal 1 — Election of Directors

The Board is asking that our shareholders elect each of the 13 director nominees identified in the table below to serve as a ~~“for” vote~~director until the 2024 Annual Meeting and until his or her successor is duly elected and qualified or until his or her earlier resignation, removal from office or death. See “Board of Directors — Board Members” for ~~the appointment of Crowe Horwath as the Company’s independent auditor for 2016, but your shares will not count as a “for” vote or a “withhold” vote on the election~~more information regarding each of the director nominees named in this Proxy Statement and will not be counted as an advisory vote on executive compensation. These are referred to as “broker non-votes.” Questions regarding these procedures may be directed to the Corporate Secretary at the address indicated on the first page of this Proxy Statement.

nominees.

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PROPOSAL 1 — ELECTION OF DIRECTORS

The business and affairs of the Company are managed under the direction of the Board in accordance with the Georgia Business Corporation Code, subject to any limitations set forth in the Company’s Articles of Incorporation and Bylaws. The Board selects and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.

The Company ~~has~~requires majority voting in uncontested director elections. As a classified board of directors currently consisting of three Class I directors (Edwin W. Hortman, Jr., Daniel B. Jeter, who currently serves as Chairman of the Board, and William H. Stern), two Class II directors (William I. Bowen, Jr. and Robert P. Lynch) and three Class III directors (R. Dale Ezzell, Leo J. Hill and Jimmy D. Veal). The Class I directors currently serve until the Annual Meeting, and the Class II and Class III directors currently serve until the annual meetings of shareholders to be held in 2017 and 2018, respectively. After the Annual Meeting, the Class I, Class II and Class III directorsresult, each director will ~~serve until the annual meetings of shareholders to be held in 2019, 2017 and 2018, respectively, and until their respective successors are duly elected and qualified.~~

~~At each annual meeting of shareholders, directors are duly elected for a full term of three years to succeed those whose terms are expiring, although directors may~~ be elected ~~for shorter terms in certain instances, such as filling a vacancy in a particular class of directors. Vacancies on the Board and newly created directorships also can generally be filled~~ by ~~a vote of~~ a majority of the ~~directors then in office. The Company’s executive officers are appointed annually by the Board and serve~~votes cast at ~~the discretion of the Board, subject to applicable employment agreements.~~

At the Annual Meeting, ~~shareholders~~meaning that the number of shares voted “For” a director nominee must exceed the votes cast “Against” such director nominee.

In an uncontested election, if an incumbent director nominee does not receive a greater number of such shares voted “For” such director than the number of such shares voted “Against” such director, then our Bylaws require that such director promptly tender his or her resignation to the Board, the effectiveness of which shall be conditioned upon, and subject to, acceptance by the Board. In that situation, the Corporate Governance and Nominating Committee would make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether to take other action. Within 90 days from the date the election results are ~~being asked~~certified, the Board will act on the Corporate Governance and Nominating Committee’s recommendation and will publicly disclose its decision and the rationale behind it.

In a contested election, which is an election in which the number of director nominees exceeds the number of directors to ~~re-elect Messrs. Hortman, Jeter~~be elected ten days before the mailing of the Company’s definitive proxy statement, director nominees are elected by a plurality of the votes cast.

The following table provides summary information about each director nominee, all of whom currently serve on our Board.

Name

Age

Ameris
Director
Since

Primary Occupation

ERC

CRC

William I. Bowen, Jr.*

November
2014

Partner and President of Bowen Donaldson Home for Funerals

✓

Rodney D. Bullard*

July 2019

Chief Executive Officer of The Same House

✓

Wm. Millard Choate*

July 2019

Founder and Chairman of Choate Construction Company

✓

R. Dale Ezzell*

May 2010

Founder and Owner of Wisecards Printing and Mailing

✓

Leo J. Hill*

January
2013

Founder and Owner of Advisor Network Solutions, LLC

✓

Daniel B. Jeter*

April 1997

Chairman and Co-Owner of Standard Discount Corporation

✓

Robert P. Lynch*

February
2000

Vice President and Chief Financial Officer of Lynch Management Company

✓

Elizabeth A. McCague*

August 2016

Chief Financial Officer for Jacksonville Port Authority

✓

James B. Miller, Jr.

July 2019

Chairman of the Ameris Board of Directors

✓

Gloria A. O’Neal*

July 2019

Community Leader

✓

H. Palmer Proctor, Jr.

July 2019

Chief Executive Officer of Ameris and the Bank

William H. Stern*

November
2013

President and Chief Executive Officer of Stern Development

✓

Jimmy D. Veal*

May 2008

Founding Partner and Co-Owner of Beachview Tent Rentals, Inc.

✓

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* Independent

AC = Audit Committee Member

CC = Compensation Committee Member

NC = Corporate Governance and ~~Stern to serve as Class I directors until the 2019 annual meeting of shareholders and until their successors are duly elected and qualified.~~

Nominating Committee Member

EC = Executive Committee

ERC =Enterprise Risk Committee

CRC = Credit Risk Committee

TC = Trust Committee

CH = Committee Chair

FE = Audit Committee Financial Expert

Proxies cannot be voted at the Annual Meeting for a greater number of persons than the number of director nominees ~~named.~~

named above.

Unless otherwise directed, the persons named as proxies ~~and attorneys~~ in the enclosed form of proxy intend to vote ~~“FOR”~~“FOR” the election of ~~all nominees as directors for the ensuing term and until their successors are duly elected and qualified.~~each director nominee. If any such nominee for any reason should not be available as a candidate for director, then votes will be cast pursuant to authority granted by the enclosed proxy for such other candidate or candidates as may be nominated by the Board. The Board is unaware of a nominee who is unable to serve as a director or will decline to serve as a director, if elected.

~~The following sets forth certain information, as~~

The Board recommends a vote “FOR” the election of the nominated directors. Proxies will be voted “FOR” the election of the director nominees named above unless otherwise specified.

Proposal 2 — Ratification of the ~~Record Date,~~Appointment of Our Independent Registered Public Accounting Firm

The Company has appointed KPMG as its independent registered public accounting firm for the ~~Class I nominees:~~

~~Edwin W. Hortman, Jr.~~ ~~(age 62) has served~~current fiscal year, which ends December 31, 2023. Our shareholders are being asked to ratify such appointment at the Annual Meeting. In view of the difficulty and expense involved in changing our independent registered public accounting firm on short notice, should the shareholders not ratify the selection of KPMG, it is contemplated that the appointment of KPMG for the fiscal year ending December 31, 2023 will stand unless the Board finds other appropriate reasons for making a change. Disapproval by the shareholders will be considered a recommendation that the Board select another independent registered public accounting firm for the following fiscal year.

Representatives of KPMG (our independent registered public accounting firm for the current fiscal year as well as for the most recently completed fiscal year) are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions by shareholders submitted in accordance with the procedures discussed under “Proxy Statement Summary — Shareholder Questions.”

The Board recommends that you vote “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Proxies will be voted “FOR” the ratification of this appointment unless otherwise specified.

Proposal 3 — Advisory Approval of the Compensation of Our Named Executive Officers

With this Proposal 3, our shareholders are being asked to provide advisory approval of the 2022 compensation of the Company’s named executive officers, as it is described under “Executive Compensation.” This proposal, commonly known as a ~~director~~“say-on-pay” proposal, gives each shareholder the opportunity to endorse or not endorse the Company’s executive compensation program. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers and the philosophy, policies and practices described in this Proxy Statement. While this vote is advisory and not binding on the Company, ~~since November 2003~~it will provide the Company with information regarding investor sentiment about its executive compensation philosophy, policies and practices, which

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the Compensation Committee will be able to consider when determining executive compensation for the remainder of fiscal 2023 and beyond.

In response to the voting results for the frequency of the “say-on-pay” vote at the Company’s 2018 Annual Meeting of Shareholders, shareholders are being given the opportunity to provide a “say-on-pay” advisory vote on an annual basis. In 2022, over 60 million shares of Common Stock were voted on the shareholder “say-on-pay” resolution, with approximately 98% of all such votes cast in favor of the executive officer compensation program described in the Company’s 2022 proxy statement.

The Company believes that its executive compensation policies and procedures are competitive, focused on pay-for-performance principles, strongly aligned with the long-term interests of our shareholders and designed to attract and retain the talent needed to drive shareholder value and help the Company meet or exceed its financial and performance targets. The Company also believes that the compensation of its named executive officers for 2022 reflected the Company’s financial results for 2022. The Company employs an executive compensation program for its senior executives that emphasizes long-term compensation, with a significant portion weighted toward equity awards. This approach strongly aligns senior executive compensation with the interest of our shareholders. Accordingly, shareholders are being asked to vote on the following resolution to be presented at the Annual Meeting:

“RESOLVED, that the holders of the Common Stock hereby approve the compensation of the named executive officers as described in this Proxy Statement under “Executive Compensation,” including the “Compensation Discussion and Analysis,” the compensation tables and related material.”

The vote by the shareholders will be a non-binding, advisory vote, meaning that the voting results will not be binding on the Company, the Compensation Committee or the Board or overrule or affect any previous action or decision by the Compensation Committee or the Board or any compensation previously paid or awarded. However, the Compensation Committee and the Board will take the voting results into account when determining executive compensation matters in the future.

The Board recommends that you vote “FOR” the approval of the compensation of our named executive officers as set forth in this Proxy Statement under “Executive Compensation,” including the “Compensation Discussion and Analysis,” the compensation tables and related material. Proxies will be voted “FOR” the approval of the compensation of our named executive officers unless otherwise specified.

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GOVERNANCE

The Board has adopted Principles of Corporate Governance, which were most recently amended October 27, 2022 (our “Principles of Corporate Governance”), as a ~~director of~~framework for the Bank since February 2006. Mr. Hortman has also served as President and Chief Executive Officer of the Company since January 2005. From November 2003 through December 2004, he served as President and Chief Operating Officer of the Company, and from 2002 to 2003, he served as Executive Vice President and North Regional Executivegovernance of the Company. ~~From 1998 through 2003, Mr. Hortman served as President~~The Corporate Governance and ~~Chief Executive Officer~~Nominating Committee reviews the Principles of Citizens Security Bank, formerly a wholly-owned subsidiary of the Company. Mr. Hortman also served as a director of Citizens Security Bank from 1998 to 2004. In addition, he served as a director of Central Bank & Trust, Southland Bank, First National Bank of South GeorgiaCorporate Governance annually and Merchants & Farmers Bank, formerly wholly-owned subsidiaries of the Company, from 2002 to 2004. Mr. Hortman also serves as Chairman of the Georgia Bankers Association Insurance Trust. He holds bachelor’s and master’s degrees in business administration, with emphasis in accounting and finance, from the University of Georgia. He is also a graduate of the Graduate School of Banking of the South at Louisiana State University. Having served as Chief Executive Officer of the Company for more than ten years, after successfully serving as a banking executive in other capacities for much of his career, Mr. Hortman brings not only extensive experience in banking and executive managementrecommends changes to the Board, ~~but also an intimate knowledge~~as appropriate. The complete text of the ~~Company’s day-to-day business and operations.~~

~~Daniel B. Jeter~~ (age 64) has served as a director of the Company since 1997 and as a director of the Bank since 2002. He has been Chairman of the Board of the Company and of the Board of Directors of the Bank since May 2007. He also serves on the community bank board for the Company’s Moultrie, Georgia

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market. Mr. Jeter is the Chairman and co-owner of Standard Discount Corporation, a family-owned consumer finance company. He joined Standard in 1979 and is an officer and director of each of Standard’s affiliates, including Colquitt Loan Company, Globe Loan Company of Hazelhurst, Globe Loan Company of Tifton, Globe Loan Company of Moultrie, Peach Finance Company, Personal Finance Service of Statesboro and Globe Financial Services of Thomasville. He is co-owner of Classic Insurance Company and President of Cavalier Insurance Company, both of which are re-insurance companies. Mr. Jeter is also a partner in a real estate partnership that develops owner-occupied commercial properties for office and professional use. He serves as a director and an officer of the Georgia Industrial Loan Corporation and as a director of Allied Business Systems. He received a bachelor’s degree in business administration from the University of Georgia. Mr. Jeter’s extensive experience in financial services, with a particular emphasis on lending activities, gives him invaluable insight into, and affords him a greater understanding of, the Company’s operations in his service as Chairman of the Board. As a long-tenured member of the Board, he has been closely involved in the Company’s expansion into new markets in recent years.

~~William H. Stern~~(age 59) has served as a director of the Company and as a director of the Bank since November 2013. Mr. Stern currently serves as Chairman of the Bank’s community board for the State of South Carolina. Mr. Stern has been President and Chief Executive Officer of Stern & Stern Associates, a real estate development firm doing work throughout the Southeast, since 1980. He currently serves as Chairman of the Board of the South Carolina State Ports Authority and as a member of the board of the South Carolina Coordinating Council for Economic Development. His knowledge of the real estate industry, in addition to his extensive business experience and economic background, makes Mr. Stern a valuable resource for the Board.

~~The Board recommends a vote FOR the election of the nominated directors. Proxies will be voted FOR the election of the three nominees discussed above unless otherwise specified.~~

~~The following sets forth certain information, as of the Record Date, for all other directors of the Company, whose terms of office will continue after the Annual Meeting:~~

~~William I. Bowen, Jr.~~(age 51) has served as a director of the Company and as a director of Ameris Bank, the Company’s wholly-owned banking subsidiary (the “Bank”), since November 2014. Mr. Bowen has served as a member of the community board of the Bank for the Tifton, Georgia market since 2012. Mr. Bowen is a partner and the President of Bowen-Donaldson Home for Funerals. He also serves as managing partner of Bowen Farming Enterprises, LLC, a timber, cattle, cotton and peanut farming operation, Bowen Land and Timber, LLC, and Fulwood Family Partnership, a farming and real estate development firm. His extensive business experience and knowledge of the local economy, as well as his expertise in the real estate and farming industries, make Mr. Bowen a valuable resource for the Board. Mr. Bowen’s term expires in 2017.

~~R. Dale Ezzell~~ (age 66) has served as a director of the Company and as a director of the Bank since May 2010. Mr. Ezzell served as a director of Southland Bank, formerly a wholly-owned subsidiary of the Company, from 1983 until the merger of Southland Bank into the Bank in 2006. He also served as Southland Bank’s Chairman from 1995 until such merger. Mr. Ezzell currently serves as Chairman of the Bank’s community board in Dothan, Alabama. Mr. Ezzell is the founder and owner of Wisecards Printing and Mailing, a direct mail advertising business in Abbeville, Alabama. Prior to establishing Wisecards in 2001, he served as President and Chief Executive Officer of Ezzell’s Inc., which operated several department stores in southeast Alabama and southwest Georgia, from 1987 to 2000. Mr. Ezzell holds a bachelor’s degree in engineering from Auburn University and resides in the Company’s Abbeville, Alabama market. His years as a director of a subsidiary bank, along with his varied business and practical experience, give him a valuable understanding of the challenges faced by the Company and its customers. Mr. Ezzell’s term expires in 2018.

~~Leo J. Hill~~(age 60) has served as a director of the Company and as a director of the Bank since January 2013. Mr. Hill is the owner of Advisor Network Solutions, LLC, a consulting services firm, and currently serves as Lead Independent Director of Transamerica Mutual Funds. Prior to his service with Transamerica, Mr. Hill held various positions in banking, including Senior Vice President and Senior Loan Administration Officer for Wachovia Bank of Georgia’s southeastern corporate lending unit, President and Chief Executive Officer of Barnett Treasure Coast Florida with Barnett Banks and Market President of Sun Coast Florida with Bank of America. He has a bachelor’s degree in management and a master’s degree in

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finance, both from Georgia State University, and he has completed Louisiana State University’s Graduate School of Banking. Mr. Hill is involved with the Investment Company Institute, the Conference of Fund Leaders, the National AssociationPrinciples of Corporate ~~Directors and the Institute for Independent Business. With his wide-ranging professional and banking background, he brings a wealth~~Governance is available at www.amerisbank.com.

Director Independence

Pursuant to our Principles of ~~business and management experience to the Board. Mr. Hill’s term expires in 2018.~~

~~Robert P. Lynch~~ (age 52) has served as a director of the Company since 2000 and as a director of the Bank since February 2006. Mr. Lynch is the Vice President and Chief Financial Officer of Lynch Management Company, which owns and manages five automobile dealerships located in the Southeast. He has been with Lynch Management Company for more than 30 years. Mr. Lynch’s family also owns and operates Shadydale Farm, a beef cattle operation located in Shady Dale, Georgia. He holds a bachelor’s degree in business administration from the University of Florida, and he resides in the Company’s Jacksonville, Florida market. His business experience is extensive and varied, which gives him a firsthand understanding of the challenges faced by not only the Company but also its commercial customers. This understanding informs his service as a director and is a key benefit to the Board. Mr. Lynch’s term expires in 2017.

~~Jimmy D. Veal~~ (age 67) has served as a director of the Company and as a director of the Bank since May 2008. Mr. Veal was a founding director of Golden Isles Financial Holdings, Inc., which was the corporate parent of The First Bank of Brunswick prior to its acquisition by the Company and subsequent merger into the Bank. He served as a director of both Golden Isles Financial Holdings, Inc. and The First Bank of Brunswick from their inception in 1989 until their acquisition by the Company in 2001 and as Vice Chairman of both companies from 1996 until 2001. Mr. Veal currently serves as Chairman of the Bank’s community Board in Brunswick, Georgia. Mr. Veal has been active in the hospitality industry for over 35 years. Together with his family, he currently owns and operates The Beachview Club on Jekyll Island, Georgia and Beachview Tent Rentals in Brunswick, Georgia. He is also active in various real estate and timberland ventures in Glynn County, Georgia and Camden County, Georgia. In addition to his experience in banking, he has gained knowledge of many and varied industries and sectors of the economy, which provides him a unique and beneficial perspective for his service on the Board. Mr. Veal’s term expires in 2018.

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BOARD AND COMMITTEE MATTERS

Director Independence

~~Each member of the Board, other than Mr. Hortman, is “independent,” as defined for purposes of the rules of the SEC~~Corporate Governance and the listing standards of The ~~NASDAQ~~Nasdaq Stock Market (“~~NASDAQ”~~Nasdaq”)., a majority of the members of the Board must be independent of the Company. For a director to be considered independent, the Board must determine that the director meets the independence criteria of the SEC and Nasdaq, as well as any other independence standards applicable to independent Board members as may be in effect from time to time under applicable laws, rules and regulations. For a director to be considered independent, the Board must determine that the director does not have a relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making this determination, the Board will consider all relevant facts and circumstances, including any transactions or relationships between the director and the Company or its subsidiaries.

Committees

The Board has determined that each member of the Board,

other than Messrs. Miller and Proctor, is “independent,” as defined for purposes of the rules of the SEC and the listing standards of Nasdaq.

Board Leadership Structure and Role in Risk Oversight

The Company is committed to having sound corporate governance principles and practices, and independent board oversight is valued as an essential component of our corporate governance framework. Our commitment to independent oversight is demonstrated by the fact that all of our directors, except our Chairman of the Board of Directors (our “Chairman”) and our Chief Executive Officer, are independent. In addition, all of the members of the Audit Committee,

Compensation Committee, Corporate Governance and Nominating Committee, and Enterprise Risk Committee are independent.

Pursuant to our Principles of Corporate Governance, if the positions of Chairman and Chief Executive Officer are held by the same person, or if the Chairman is otherwise employed by the Company, then the Board shall select an independent director to serve as Lead Independent Director. The Lead Independent Director consults as appropriate with the Chairman or the Chief Executive Officer, oversees the flow of information to the Board and acts as liaison between the non-employee directors and management. The Lead Independent Director also serves as a focal point for the independent directors, thereby enhancing and clarifying the Board’s independence from management. The Lead Independent Director also has such other responsibilities as may be delegated to the Lead Independent Director by the Board from time to time.

Messrs. Miller and Proctor serve as our Chairman and our Chief Executive Officer, respectively, in each case since the Company acquired Fidelity Southern Corporation (“Fidelity”) on July 1, 2019. Upon the acquisition, Mr. Miller became employed by the Company and his employment continued until June 30, 2022, when it terminated in accordance with the terms of his employment agreement. Mr. Jeter served as Lead Independent Director from July 2019 to September 2019, and Mr. Hill has served as Lead Independent Director since September 2019.

As stated in our Principles of Corporate Governance, the Board believes that it is in the best interests of the Company for the Board to periodically evaluate and make a determination regarding whether or not to separate the roles of Chairman and Chief Executive Officer based upon the circumstances. The Board believes that having a separate Chairman and Chief Executive Officer provides a depth of dependable, decisive and experienced leadership to execute the Company’s strategy and that having these separate (although non-independent) roles, together with an engaged and experienced Lead

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Independent Director, is the most appropriate leadership structure for the Board at this time. The Board, however, retains the flexibility to revise this structure in the future based upon its evaluation of the circumstances, including consideration of relevant governance and strategic matters.

The Enterprise Risk Committee is primarily responsible for overseeing the Company’s risk management processes on behalf of the full Board, although the Board and all of its committees are sensitive to risks relating to the Company and its operations. Through its interaction with our Chief Risk Officer, the Enterprise Risk Committee oversees credit risk, market risk (including liquidity and interest rate risk) and operational risk (including compliance and legal risk). The Enterprise Risk Committee is also responsible for overseeing the Company’s information technology and cybersecurity awareness and posture. Executive and senior information technology management provide regular updates to the Enterprise Risk Committee and to the Board, no less frequently than each quarter. The Audit Committee focuses on financial reporting risk, oversees the entire audit function and evaluates the effectiveness of internal and external audit efforts. It receives reports from management regularly regarding the Company’s assessment of the adequacy and effectiveness of internal control systems. Our external auditors meet at least quarterly with the Audit Committee in executive session to discuss potential risk and control issues involving the Company. Our Chief Risk Officer meets with both the Enterprise Risk Committee and the Audit Committee as necessary to discuss potential risk or control issues. The Enterprise Risk Committee and the Audit Committee report regularly to the full Board, which also considers the Company’s entire risk profile, including additional strategic and reputational risks. While the Board oversees the Company’s risk management, management is responsible for the day-to-day risk management processes. We believe that this division of responsibility is the most effective approach for addressing the risks facing the Company; however, we will continue to re-examine our Board leadership structure on a regular basis, recognizing that different structures may be appropriate in different situations faced by the Company.

Director Nomination Process and Diversity

Pursuant to our Principles of Corporate Governance, the Corporate Governance and Nominating Committee is responsible for reviewing, at least annually, the appropriate skills and experience required of directors to enable the Board to successfully perform its role in corporate governance. The Corporate Governance and Nominating Committee reviews the composition and size of the Board to ensure that it has the proper expertise and independence; determines the criteria for the selection of Board members and Board committee members; plans for continuity on the Board as existing Board members retire or rotate off the Board; establishes criteria for qualifications as independent directors, consistent with applicable laws and listing standards; reviews Board candidates recommended by shareholders in compliance with all director nomination procedures for shareholders; and recommends to the Board the slate of nominees of directors to be elected by the shareholders and any directors to be elected by the Board to fill vacancies.

The Corporate Governance and Nominating Committee has not established specific minimum age, education, experience or skill requirements for potential candidates but, in general, expects qualified candidates will have ample experience and a proven record of business success and leadership. Pursuant to our Principles of Corporate Governance: (i) director candidates will be evaluated based on their financial literacy, business acumen and experience, independence, and willingness, ability and availability for service; and (ii) directors must have the highest personal and professional ethics, integrity and values, including respectfulness, honesty and a commitment to teamwork and high standards consistent with the core values of the Company, and must consistently exercise sound and objective business judgment. It is also anticipated that the Board as a whole has individuals with significant appropriate senior management or other leadership experience, a long-term and strategic perspective and the ability to advance constructive debate.

The Corporate Governance and Nominating Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. Pursuant to our Principles of Corporate Governance, in determining whether to recommend a director nominee, the members of the Corporate Governance and Nominating Committee consider and discuss diversity, among other factors, with a view toward the role and needs of the Board as a whole. When identifying and recommending director

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nominees, the members of the Corporate Governance and Nominating Committee generally view diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint and perspective, professional experience, education, skill and other qualities or attributes that together contribute to the functioning of the Board. The Corporate Governance and Nominating Committee and the Board believe that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the goal of creating a Board that best serves the needs of the Company and the interests of its shareholders. At present, 23% percent of our current directors self-identify as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, two or more races or ethnicities, or as LGBTQ+. Additionally, 15% of our directors self-identify as female. The following table provides information about the diversity of the Board in a standardized matrix as required by Nasdaq Rule 5606.

Board Diversity Matrix
(As of March 27, 2023)

Bowen

Bullard

Choate

Ezzell

Hill

Jeter

Lynch

McCague

Miller

O’Neal

Proctor

Stern

Veal

Total Number of Directors — 13

Tenure and Independence

Tenure (years)

Independence

•

Demographics

Age

Gender Identity

African American or Black

•

Native Hawaiian or Pacific Islander

•

White

•

The Corporate Governance and Nominating Committee has performed a review of the experience, qualifications, attributes and skills of the Company’s current directors and nominees and believes that such persons possess a variety of complementary skills and characteristics, including the following:

•

Personal characteristics, including leadership, character, integrity, accountability, sound business judgment and personal reputation;

•

Successful business or professional experience;

•

Various areas of expertise or experience, including financial, strategic and general management;

•

Expertise or experience in various industries, including banking and financial services, hospitality, construction, consumer finance, automotive, real estate, timber, agricultural and mediation services, as well as with various non-profit organizations;

•

Residence in the Bank’s market areas;

•

Willingness and ability to commit the necessary time to fully discharge the responsibilities of a director in connection with the affairs of the Company; and

•

A demonstrated commitment to the success of the Company.

For a discussion of the specific backgrounds and qualifications of our current directors and director nominees, see “Board of Directors — Board Members.”

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notice to our Corporate Secretary must set forth the information required by such section, including: (i) the director candidate’s name, credentials and contact information; an undertaking to deliver a director questionnaire and other information reasonably requested by the Company with respect to such director candidate; and his or her consent to be considered as a director candidate; and (ii) the proposing shareholder’s own contact information and information regarding the proposing shareholder’s share ownership, including derivative and hedging arrangements. To be timely, a proposing shareholder’s notice must be received at the Company’s principal executive office no earlier than, and no later than, the dates determined in accordance with our Bylaws. There are no differences in the manner in which the Corporate Governance and Nominating Committee evaluates director candidates it identifies and candidates who are recommended for nomination for membership on the Board by a shareholder.

Service on Other Boards and Changes in Principal Occupation

As stated in our Principles of Corporate Governance, directors are encouraged to limit the number of other boards on which they serve so as not to interfere with their service as a director of the Company. Directors who are serving as chief executives of public companies may not serve on the boards of more than two other companies in addition to the Board. Service on the boards of subsidiary companies with no publicly traded stock, non-profit organizations and non-public, for-profit organizations is not included in this calculation. Moreover, if a director sits on several mutual fund boards within the same fund family, such boards will count as one board for purposes of this calculation. In addition, members of the Audit Committee may not serve on the audit committees of more than two other public companies.

Pursuant to our Principles of Corporate Governance, when a director’s principal occupation or business association changes substantially during the director’s tenure on the Board, the director must promptly notify the Board. The Corporate Governance and Nominating Committee will evaluate and recommend to the Board whether, in light of all the circumstances, the director should continue to serve. If the Board determines that such director’s continued service is not in the best interests of the Company and its shareholders, then he or she shall tender an offer of resignation.

Communicating with the Board and its Committees

Our shareholders may communicate with the Board by directing correspondence to the Board, any of its committees or one or more individual members, in care of the Corporate Secretary, Ameris Bancorp, 3490 Piedmont Road N.E., Suite 1550, Atlanta, Georgia 30305. Our Corporate Secretary will forward such correspondence to the persons to whom it is addressed.

Director Reviews and Education

The Board conducts a self-assessment annually, and individual directors are separately evaluated each year in connection with director performance reviews. The Corporate Governance and Nominating Committee reviews and discusses with the Board the results of these annual assessments.

Director education is an essential component of good governance and effective compliance practices for financial institutions. It increases the likelihood of retaining good directors and attracting more highly skilled candidates to serve on the boards of banks. The Board’s regular meetings often include an educational and strategic session focused on a variety of topics, such as legislative and regulatory developments, important banking industry trends and fundamental bank directorship knowledge. In addition, our Chief Governance Officer and Chief Legal Officer update the Board as appropriate on relevant developments with respect to corporate governance matters.

Reflecting our commitment to principles of director education, all directors completed compliance training during 2022. Topics included BSA/AML compliance, cybersecurity and related threats, fair lending and Regulation O.

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

Oversight

The Board has delegated to the Corporate Governance and Nominating Committee responsibility for oversight of the Company’s social, environmental and sustainability initiatives. Additionally, the Company has formed an ESG Management Committee at the Bank level to evaluate and consider risk and opportunities related to such initiatives. The ESG Management Committee regularly provides to the Corporate Governance and Nominating Committee updates on the Company’s efforts with respect to environmental, social and governance matters, as well as more specifically on employee engagement, support and growth opportunities, and efforts to improve diversity and inclusion.

Strategy

We believe in the potential of our communities, neighbors and employees. We are committed to creating positive change. The Company proudly supports community engagement and sustainability initiatives across the Southeast and makes investing and growing a talented, diverse and inclusive team a key priority.

Investing in a Sustainable Future

The Bank’s mortgage and technology teams have created automated and scalable, electronic and robotic solutions to maximize efficiencies and human capital engagement. The Bank continues to convert thousands of customers to e-statements, online banking, mobile banking and other digital offerings. At the Ameris headquarters, which opened in July 2020, LED lighting is used, and with the support of a third-party energy consultant, the Company has further plans to reduce energy consumption and greenhouse gases across all facilities.

Building a Better Community

The Company and its employees passionately give time, talents and resources to support our communities, with efforts focused on improving educational equality, housing affordability and the overall health and wellbeing of those within the community. In 2022, the Bank gave over $2.3 million to philanthropic and civic organizations. We made 12,063 home loans and are proud of our efforts to make homeownership a reality for 6,540 first-time homebuyers and 2,865 buyers through Veterans Affairs, Fair Housing Administration or U.S. Department of Agriculture programs.

Advancing Our Teammates

Our employees are energetic, dynamic team players and problem-solvers who are committed to going the extra mile. Ameris supports our culture of learning and dedication to our teammates by offering leadership development, numerous health and wellness programs, mentorship, tuition reimbursement and career pathways. We are committed to empowering our people, diversifying our teams and building inclusion throughout our organization.

Human Capital Management

At Ameris, we consider our teammates to be our greatest strength. At December 31, 2022, the Company employed 2,847 full-time-equivalent employees, primarily located in our core markets of Georgia, Alabama, Florida, North Carolina and South Carolina.

We take pride in listening to our employees, welcoming unique perspectives, supporting personal and professional growth and developing natural strengths. For example, each year the Company administers an employee engagement survey to gather meaningful insights and data, which is used as we continue to make improvements at Ameris and build upon our strong culture. The input obtained from these surveys helps our Board and executive officers to execute on initiatives such as the Ameris Bank Foundation, leadership training and diversity and inclusion initiatives.

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Effective and frequent communication is critical to supporting our growing culture and teammate needs and is carried out through regular e-newsletters, executive announcements and bulletins, which provide access to information regarding Company news, alerts and updates, as well as educational opportunities and programs.

Support and Benefits

Providing employees with meaningful, competitive and supportive benefits to care for their lives and families is a top priority for the Company. We are proud to offer a comprehensive benefits package that includes medical, dental, vision and life insurance, paid time-off, 401(k) profit-sharing plan participation and an employee stock purchase plan. The Company’s 401(k) plan matches 50% of each employee’s elective deferral amount, up to the first 6% of the contribution. Beginning January 1, 2023, the Company’s 401(k) plan match increased to 50% of each employee’s elective deferral amount, up to the first 8% of the contribution.

The Company’s benefits programs also include access to a network of nearby providers with options for either in-person care or virtual visits at any time. Our behavioral health benefit offers support for such issues as alcohol and drug use recovery, medication management, coping with grief and loss, and depression, anxiety and stress management.

Personal and Professional Growth

At Ameris, our leaders develop action plans and provide mentorship to help employees reach their aspirations. Our teammates are encouraged to share their goals and dreams, and we take pride in offering professional growth opportunities through our robust learning and development initiatives.

Mentorship at all levels is encouraged throughout our organization, as it supports our culture of learning and commitment to our teammates, new ideas and leadership development. Mentor Ameris is the Bank’s formal mentorship program, whereby annually, high potential colleagues are identified as mentees and paired with a selected mentor at the Bank. A total of 26 mentees were selected to participate in the program in 2022, of which 40% were female and 28% were minorities. The program is a nine-month commitment that is designed to encourage a lifelong mentee-mentor relationship.

Launched at the end of 2020, our Leadership Development Program is a self-paced, three-tiered program available to all employees, with coursework specific to leading self, leading others and leading leaders. We believe that effective and meaningful leadership development will further elevate the Company and support us in continuing to attract and retain top talent. At the end of 2022, we had a total of 337 teammates who were enrolled in or completed the program, of which 72% were female and 34% were minorities.

The development of our employees’ skills and knowledge is critical to the success of the Company. Our educational assistance program, which provides for reimbursement of certain education expenses up to $5,250, encourages personal development through formal education, such as a degree, licensing or certification, so that teammates can maintain and improve their skills or knowledge related to their current job or foreseeable-future position at Ameris. The importance of having career development discussions and guidance with employees is shared and reinforced during manager training sessions as well, as the Company recognizes these discussions are critical to establishing pathways for career growth.

Diversity and Inclusion

Diversity, equity and inclusion represent an integral part of our strategic vision at Ameris. The Company is committed to fostering an equitable work environment that seeks to ensure fair treatment, equality of opportunity and fairness in access to information and resources for all employees. We believe this is only possible in an environment built on respect and equal dignity, and we believe inclusion builds a culture of belonging by actively inviting the contribution and participation of all people.

As part of that commitment, the Bank appointed its first Diversity and Inclusion Officer in 2020 and established a Diversity Task Force comprised of a diverse group of 19 teammates from across the

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Company. This group is dedicated to cultivating an environment that supports our strategy to engage, recruit, develop, retain and advance a diverse team of talent, inclusively and equitably. Leaders from this group have established employee resource groups which are meant to bring teammates together from across the Company and offer strong networking opportunities and a forum to listen and to discuss and sponsor programs, activities and empowering resources that foster diversity and inclusion education and awareness. Employee resource groups currently include women in banking, LGBTQIA+, veterans, BIPOC (Black, Indigenous and People of Color), multigenerational, caregivers and mindfulness-mental health.

As of December 31, 2022, females represent 66% of the Company’s employee population, and minorities represent 31%. In addition, females represent 42% of the Company’s senior management staff, consisting of Vice Presidents and above, and minorities represent 17%.

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BOARD OF DIRECTORS

Board Members

Our Bylaws provide that the Board will consist of not fewer than seven directors nor more than 15 directors. We currently have 13 directors, each of whom has been recommended by the Corporate Governance and Nominating Committee, and nominated by the Board, for election as a director at the Annual Meeting.

The following information about each director (and director nominee) includes such individual’s business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications attributes or skills that caused the Corporate Governance and Nominating Committee and our Board to determine that such individual should be nominated to serve as a director.

WILLIAM I. BOWEN, JR.
	Age: 58 Ameris Bancorp director since November 2014 Ameris Bank director since November 2014	Board Committees: Credit Risk Trust
Mr. Bowen resides in our Tifton, Georgia market, and he currently serves as Chairman of the community board of the Bank for that market. He has served as a member of the community board since 2012. Mr. Bowen is a partner and the President of Bowen Donaldson Home for Funerals. He also serves as managing partner of Bowen Farming Enterprises, LLC, a timber, cattle, cotton and peanut farming operation, Bowen Land and Timber, LLC, Bowen Family Partnership and Fulwood Family Partnership, a farming and real estate development firm. He also serves as Vice Chairman of Tift Regional Medical Center, Chairman of Southwell Ambulatory and Chairman of the Georgia Board of Funeral Service. Mr. Bowen holds a bachelor’s degree in business administration from the University of Georgia. His extensive business experience and knowledge of the local economy, as well as his expertise in the real estate and farming industries, make Mr. Bowen a valuable resource for the Board.

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RODNEY D. BULLARD
	Age: 48 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019	Board Committees: Compensation Trust
Prior to the Company’s acquisition of Fidelity, Mr. Bullard served as a director of Fidelity and Fidelity Bank since 2018. He is the Chief Executive Officer of The Same House, a public benefit corporation dedicated to furthering economic mobility and bridging social division, which he established in January 2023. Previously, he led Global Social Responsibility at Chick-fil-A, Inc., which included Vice President of Corporate Social Responsibility for Chick-fil-A, Inc., and served as Executive Director of Chick-fil-A Foundation from 2011 to 2022. Mr. Bullard served as Assistant United States Attorney for the Northern District of Georgia from 2009 to 2011 and as Legislative Liaison/Counsel in the Office of the Secretary of the Air Force, The Pentagon from 2006 to 2009. Mr. Bullard’s qualifications to serve as director include degrees earned in the Advanced Management Program from Harvard Business School; master of business administration degree from Terry College of Business, University of Georgia; and juris doctor degree from Duke Law School, and his various business and legal positions held during his career.

WM. MILLARD CHOATE
	Age: 70 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019	Board Committees: Audit Credit Risk (Chair)
Prior to the Company’s acquisition of Fidelity, Mr. Choate served as a director of Fidelity and Fidelity Bank since 2010. Mr. Choate is the founder and currently serves as Chairman of Choate Construction Company, a commercial construction and interior construction firm founded in Atlanta, Georgia in 1989. Mr. Choate holds bachelor’s degrees in economics and business from Vanderbilt University. The experience Mr. Choate received founding his company and establishing all operations, procedures, banking, insurance and bonding relationships, marketing, preconstruction estimating and technology, in addition to his degrees in economics and business, qualify him to serve as a director.

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R. DALE EZZELL
	Age: 73 Ameris Bancorp director since May 2010 Ameris Bank director since May 2010	Board Committees: Audit Trust (Chair)
Mr. Ezzell served as a director of Southland Bank, formerly a wholly owned subsidiary of the Company, from 1983 until the merger of Southland Bank into the Bank in 2006. He also served as Southland Bank’s Chairman from 1995 until such merger. Mr. Ezzell currently serves as Chairman of the Bank’s community board in Dothan, Alabama. Mr. Ezzell is the founder and owner of Wisecards Printing and Mailing, a direct mail advertising business in Abbeville, Alabama. Prior to establishing Wisecards in 2001, he served as President and Chief Executive Officer of Ezzell’s Inc., which operated several department stores in southeast Alabama and southwest Georgia, from 1987 to 2000. Mr. Ezzell holds a bachelor’s degree in engineering from Auburn University and resides in our Abbeville, Alabama market. His years as a director of a subsidiary bank, along with his varied business and practical experience, give him a valuable understanding of the issues faced by the Company and its customers.

LEO J. HILL
	Age: 67 Ameris Bancorp director since January 2013 Ameris Bank director since January 2013	Board Committees: Compensation (Chair) Corporate Governance and Nominating Executive
Mr. Hill has served as the Board’s Lead Independent Director since September 2019. Mr. Hill is the founder and owner of Advisor Network Solutions, LLC, a consulting services firm, and he currently serves as Lead Independent Director of Transamerica Mutual Funds. Prior to his service with Transamerica, Mr. Hill held various positions in banking, including Senior Vice President and Senior Loan Administration Officer for Wachovia Bank of Georgia’s southeastern corporate lending unit, President and Chief Executive Officer of Barnett Treasure Coast Florida with Barnett Banks and Market President of Sun Coast Florida with Bank of America. He has a bachelor’s degree in management and a master’s degree in finance, both from Georgia State University, and he has completed Louisiana State University’s Graduate School of Banking. With his wide-ranging professional and banking background, he brings a wealth of business and management experience to the Board.

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DANIEL B. JETER
	Age: 71 Ameris Bancorp director since April 1997 Ameris Bank director since April 2002	Board Committees: Compensation Enterprise Risk
Mr. Jeter served as the Board’s Lead Independent Director from July 2019 to September 2019, and from January 2018 to September 2018. Prior to first serving as Lead Independent Director in 2018, and again in late 2018 through June 2019, he served as Chairman of the Board of the Company and of the board of directors of the Bank from May 2007 through December 2017. He also serves on the community bank board for the Company’s Moultrie, Georgia market. Mr. Jeter is the Chairman and co-owner of Standard Discount Corporation, a family-owned consumer finance company. He joined Standard in 1979 and is an officer and director of each of Standard’s affiliates, including Colquitt Loan Company, Globe Loan Company of Hazelhurst, Globe Loan Company of Tifton, Globe Loan Company of Moultrie, Peach Finance Company, Personal Finance Service of Statesboro and Globe Financial Services of Thomasville. He is co-owner of Classic Insurance Company and President of Cavalier Insurance Company, both of which are re-insurance companies. Mr. Jeter is also a partner in a real estate partnership that develops owner-occupied commercial properties for office and professional use. He serves as a director and an officer of the Georgia Industrial Loan Corporation and as a director of Allied Business Systems. He received a bachelor’s degree in business administration from the University of Georgia. Mr. Jeter’s extensive experience in financial services, with a particular emphasis on lending activities, gives him invaluable insight into, and affords him a greater understanding of, the Company’s operations in his service as a director.

ROBERT P. LYNCH
	Age: 59 Ameris Bancorp director since February 2000 Ameris Bank director since February 2006	Board Committees: Audit (Chair) Credit Risk
Mr. Lynch is the Vice President and Chief Financial Officer of Lynch Management Company, which owns and manages seven automobile dealerships located in the Southeast. He has been with Lynch Management Company for more than 30 years. Mr. Lynch’s family also owns and operates Shady Dale Farm, a beef cattle operation located in Shady Dale, Georgia. He holds a bachelor’s degree in business administration from the University of Florida. Mr. Lynch resides in our Jacksonville, Florida market and currently serves as a member of the community board of the Bank for that market. His business experience is extensive and varied, which gives him a firsthand understanding of the challenges faced by not only the Company but also its commercial customers, as well as opportunities available to the Company and its commercial customers. This understanding informs his service as a director and is a key benefit to the Board.

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ELIZABETH A. MCCAGUE
	Age: 73 Ameris Bancorp director since August 2016 Ameris Bank director since August 2016	Board Committees: Corporate Governance and Nominating Executive Enterprise Risk (Chair)
Ms. McCague currently serves as Chief Financial Officer for the Jacksonville Port Authority. She previously served as Interim Executive Director and Plan Administrator for the Jacksonville Police and Fire Pension Fund, where she was responsible for the management of the $1.6 billion pension portfolio and the administration of benefits. Ms. McCague provides mediation services for resolution of financial disputes through her business, McCague & Company, LLC. Ms. McCague has previously served on the UF Health Hospital Jacksonville board as the chair of the finance committee. She also has previously served as co-chair of the University of Florida Capital Campaign, a six-year, $1.5 billion effort, and chair of the North Florida Bank’s Advisory Board. She was also formerly the Chief Operating Officer of a software development company. She holds a bachelor’s degree in business administration from the University of Florida and a master of business administration degree from Jacksonville University. She resides in our Jacksonville, Florida market. Ms. McCague’s business experience is extensive and diverse, which provides valuable insight for the Bank and its customers.

JAMES B. MILLER, JR.
	Age: 83 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019	Board Committees: Executive
Mr. Miller has served as Chairman of the Board since July 2019. Prior to the Company’s acquisition of Fidelity, Mr. Miller served as Chairman of the Board and Chief Executive Officer of Fidelity since its inception in 1979. He graduated from Florida State University and Vanderbilt Law School. Mr. Miller served as a civilian army lawyer at Redstone Arsenal Facility in Huntsville, Alabama. He clerked at the Florida Supreme Court and served as Chairman of Ageka Wohnungsbau GmbH in Berlin, Germany, and other family investment companies since 1971. Mr. Miller was elected a director of Fidelity Bank in 1976. He has served on many community boards including serving as Chairman of the Dekalb County pension board for 20 years. He previously served as a director of Interface, Inc. and now serves as a director of American Software, Inc.
Mr. Miller’s employment agreement with the Company provides that Mr. Miller will serve as Chairman and a member of the boards of directors of the Company and the Bank until June 30, 2022 (which is the date his employment with the Company ended in accordance with his employment agreement) and that any age restrictions relating to membership on such boards shall be waived for Mr. Miller. Accordingly, in connection with the Company’s acquisition of Fidelity, the Board determined to exclude Mr. Miller from the Company’s requirement for directors to retire from the Board at the annual meeting of the shareholders following the date that the director reaches age 75.

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GLORIA A. O’NEAL
	Age: 73 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019	Board Committees: Audit Enterprise Risk
Prior to the Company’s acquisition of Fidelity, Ms. O’Neal served as director of Fidelity since 2018. Ms. O’Neal is a community leader who brings unique experience to the Board. She has served on many non-profit boards, including Rotary, and was a Court Appointed Special Advocate for Dekalb County. She currently serves as Treasurer of a preschool in Dahlonega and is active in a number of community outreach activities. She directs a monthly food ministry that benefits the needs of the local community. She is a member of Women of Jeremiah’s Place, a non-profit organization providing financial counseling and transitional housing to homeless families. In 2014, after 33 years of service, she retired from Fidelity Bank to pursue her volunteer work. Ms. O’Neal last served at Fidelity Bank as Executive Vice President and Chief Risk Officer, after having been Internal Auditor. She has extensive experience with risk management, regulatory requirements, credit administration, operations and financial reporting, among other aspects of banking. Ms. O’Neal’s extensive banking experience qualifies her to serve as a director.

H. PALMER PROCTOR, JR.
	Age: 55 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019	Board Committees: Executive (Chair)
Mr. Proctor has served as Chief Executive Officer of Ameris Bancorp and Ameris Bank since July 2019, and as Vice Chairman of the Board since July 2022. Prior to the Company’s acquisition of Fidelity, Mr. Proctor served as President of Fidelity since April 2006, as Chief Executive Officer of Fidelity Bank since April 2017, as President of Fidelity Bank since October 2004, and as a director of Fidelity Bank since 2004. Mr. Proctor also has served as a director of Brown and Brown, Inc., an independent insurance intermediary, since 2012, and serves as a member of the Advisory Board of Allied Financial and a director of Choate Construction Company. Mr. Proctor also served as Chairman of the Georgia Bankers Association from 2017 to 2018. With experience as an executive of Fidelity and the Company, Mr. Proctor offers expertise in financial services and a unique understanding of our markets, operations and competition, all of which qualifies him to serve as a director.
Mr. Proctor’s employment agreement with the Company provides that Mr. Proctor will serve as a member of the boards of directors of Ameris and the Bank.

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WILLIAM H. STERN
	Age: 66 Ameris Bancorp director since November 2013 Ameris Bank director since November 2013	Board Committees: Compensation Corporate Governance and Nominating (Chair) Executive
Mr. Stern has been President and Chief Executive Officer of Stern Development, a real estate development firm doing work throughout the Southeast, since 1980. He currently serves as Chairman of the Board of the South Carolina State Ports Authority and as a member of the board of the South Carolina Coordinating Council for Economic Development. Mr. Stern currently serves as Chairman of the Bank’s community board for the State of South Carolina. His knowledge of the real estate industry, in addition to his extensive business experience and economic background, makes Mr. Stern a valuable resource for the Board.

JIMMY D. VEAL
	Age: 74 Ameris Bancorp director since May 2008 Ameris Bank director since May 2008	Board Committees: Corporate Governance and Nominating Credit Risk
Mr. Veal was a founding director of Golden Isles Financial Holdings, Inc., which was the corporate parent of The First Bank of Brunswick prior to its acquisition by the Company and subsequent merger into the Bank. He served as a director of both Golden Isles Financial Holdings, Inc. and The First Bank of Brunswick from their inception in 1989 until their acquisition by the Company in 2001 and as Vice Chairman of both companies from 1996 until 2001. Mr. Veal currently serves as Chairman of the Bank’s community board for the Southeast Georgia Coast. Mr. Veal has been active in the hospitality industry for over 40 years. As a founding partner, together with his family, he co-owned and operated Beachview Tent Rentals, Inc. in Brunswick, Georgia, where he continued to serve as a consultant, until his retirement in 2018. He is also active in various real estate and timberland ventures in Glynn County, Georgia and Camden County, Georgia. In addition to his experience in banking, he has gained knowledge of many and varied industries and sectors of the economy, which provides him a unique and beneficial perspective for his service on the Board.

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Board Committees

Audit Committee

The Audit Committee is currently comprised of four directors, ~~only one~~none of whom is a current or former employee of the Company and all of whom are independent directors of the Company. The current members of the ~~Executive~~Audit Committee are Messrs. ~~Hortman, Jeter~~Choate, Ezzell and Lynch (Chairman)~~, Lynch~~ and ~~Veal.~~Ms. O’Neal. The ~~Executive~~Audit Committee ~~is authorized to exercise all~~was established in accordance with Section 3(a)(58)(A) of the ~~powers~~Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee, which operates under a written charter, represents the Board in discharging its responsibility relating to the accounting, reporting and financial practices of the ~~Board, except~~Company and its subsidiaries. Its primary functions include monitoring the ~~power to declare dividends, elect directors, amend~~integrity of the Company’s ~~Bylaws, issue stock or recommend any action~~financial reporting process and systems of internal controls of the Company regarding finance, accounting and associated legal compliance; monitoring compliance with legal and regulatory requirements in relation to accounting and financial reporting processes and reporting, internal controls and auditing matters; monitoring the independence, qualifications and performance of the Company’s ~~shareholders.~~

independent registered public accounting firm and internal auditing services; and providing a vehicle for communication among the independent registered public accounting firm, management, internal audit and the Board. The complete text of the Audit Committee charter is available at www.amerisbank.com.

Compensation Committee

The Compensation Committee is currently comprised of four directors — Messrs. Bullard, Hill (Chairman), Jeter ~~Lynch~~ and Stern — none of whom is a current or former employee of the Company or any of its subsidiaries and all of whom are independent directors of the Company. The duties of the Compensation Committee, which operates under a written charter, are generally to establish the compensation for the Company’s executive officers and to act on such other matters relating to compensation as it deems appropriate, including an annual evaluation of the Company’s Chief Executive Officer and the design and oversight of all compensation and benefit programs in which the Company’s employees and officers are eligible to participate. Additional information regarding the Compensation Committee’s processes and procedures for consideration of executive officer compensation is provided ~~in the~~under “Executive Compensation — Compensation Discussion and ~~Analysis included in this Proxy Statement.~~Analysis.” The complete text of the Compensation Committee charter is available ~~on the Company’s website~~ at~~www.amerisbank.com~~.

~~Audit Committee~~

The Audit Committee is currently comprised of four directors, none of whom is a current or former employee of the Company and all of whom are independent directors of the Company. The current members of the Audit Committee are Messrs. Bowen, Ezzell, Lynch (Chairman) and Veal. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee, which operates under a written charter, represents the Board in discharging its responsibility relating to the accounting, reporting and financial practices of the Company and its subsidiaries. Its primary functions include monitoring the integrity of the Company’s financial statements, system of internal controls and compliance with regulatory and legal requirements; monitoring the independence, qualifications and performance of the Company’s independent auditor and internal auditing services; and providing a vehicle for communication among the independent auditor, management, internal audit and the Board. The complete text of the Audit Committee charter is available on the Company’s website at~~www.amerisbank.com~~.

www.amerisbank.com.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is currently comprised of four directors, none of whom is a current or former employee of the Company and all of whom are independent directors of the Company. The members of the Corporate Governance and Nominating Committee are Messrs. ~~Bowen, Ezzell,~~ Hill, Stern (Chairman) and Veal ~~(Chairman).~~and Ms. McCague. Pursuant to its written charter, the Corporate Governance and Nominating Committee is responsible for considering, and making recommendations to the Board regarding, the size and composition of the Board, recommending and nominating candidates to fill Board vacancies that may occur and recommending to the Board the director nominees for whom the Board will solicit proxies. Additional information regarding the Corporate Governance and Nominating Committee’s processes and procedures is

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provided under ~~the heading “Identifying~~“Governance — Director Nomination Process and ~~Evaluating Nominees” in this Proxy Statement.~~Diversity.” The complete text of the Corporate Governance and Nominating Committee charter is available onat www.amerisbank.com.

Executive Committee

The Executive Committee is currently comprised of five directors, two of whom are current or former employees of the ~~Company’s website at~~~~www.amerisbank.com~~Company. The current members of the Executive Committee are Messrs. Hill, Miller, Proctor (Chairman) and Stern and Ms. McCague. The Executive Committee is authorized to exercise all of the powers of the Board, except those that under the Georgia Business Corporation Code may not be exercised by a committee of directors.

Enterprise Risk Committee

The Enterprise Risk Committee is currently comprised of three directors, none of whom is a current or former employee of the Company and all of whom are independent directors of the Company. The

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members of the Enterprise Rick Committee are Mr. Jeter, Ms. McCague (Chairman) and Ms. O’Neal. Pursuant to its written charter, the Enterprise Risk Committee is responsible for the oversight and governance of risk management functions, programs and activities throughout the Company.

Credit Risk Committee

The Credit Risk Committee is a Bank-level committee currently comprised of four directors, none of whom is a current or former employee of the Company and all of whom are independent directors of the Company. The directors who are members of the Credit Risk Committee are Messrs. Bowen, Choate (Chairman), Lynch and Veal. Pursuant to its written charter, the Credit Risk Committee oversees the Bank’s asset quality and credit administration practices by reviewing risk strategies for the loan portfolio, loan applications, overall credit quality standards and performance, new loan products and lending strategies and compliance and adequacy of the allowance for loan and lease losses.

Trust Committee

The Trust Committee is a Bank-level committee currently comprised of three directors, none of whom is a current or former employee of the Company and all of whom are independent directors of the Company. The members of the Trust Committee are Messrs. Bowen, Bullard and Ezzell (Chairman).

Pursuant to its written charter, the Trust Committee is responsible for overseeing the Trust Department’s accounting and financial reporting processes, its system of and adherence to internal controls, and its compliance with the Bank’s fiduciary responsibilities.

Board and Committee Meetings

The following table provides ~~a summary~~the number of ~~the membership of~~meetings held by the Board and its committees during ~~2015, together with information regarding the number of meetings held during 2015.~~

Director Name Independent
Director⁽¹⁾ Ameris
Bancorp
Board Ameris
Bank
Board Audit Compensation Executive Corporate
Governance/
Nominating
William I. Bowen, Jr. Yes Member Member Member       Member
R. Dale Ezzell Yes Member Member Member       Member
J. Raymond Fulp⁽²⁾ Yes Member Member Member Chair Member
Leo J. Hill Yes Member Member    Chair    Member
Daniel B. Jeter Yes Chair Chair    Member Chair
Robert P. Lynch⁽³⁾ Yes Member Member Chair Member Member
Brooks Sheldon⁽²⁾ Yes Member Member Chair
William H. Stern Yes Member Member    Member
Jimmy D. Veal⁽⁴⁾ Yes Member Member Member Member Member Chair
Edwin W. Hortman, Jr. No Member Member       Member
Number of Meetings    12 12 8 8 — 4
2022.

~~(1)~~Director Name	~~Independent for purposes~~	Number of ~~the rules~~ Meetings in 2022
Board of ~~the SEC, the listing standards of NASDAQ~~Directors			6
Audit Committee			5
Compensation Committee			5
Corporate Governance and ~~Section 162(m) of the Internal Revenue Code.~~Nominating Committee			4
Executive Committee			3
Enterprise Risk Committee			4
Credit Risk Committee			4
Trust Committee			5

~~(2)~~

~~Messrs. Fulp and Sheldon retired as directors of the Company effective June 1, 2015.~~

~~(3)~~

~~In addition to his Chair role, Mr. Lynch serves as the financial expert for the Audit Committee.~~

~~(4)~~

~~Mr. Veal served as a member of the Compensation Committee until June 1, 2015.~~

Each director attended at least 75% of all meetings of the full Board and of those committees on which he or she served and was eligible to attend in ~~2015.~~2022. Additionally, the independent directors met in executive sessions, without any members of management or other employees ~~four~~present, five times in ~~2015.~~2022. These executive sessions allow the Board to review key decisions and discuss matters in a manner that is independent of management.

~~The Company’s 2015 annual meeting of shareholders was attended by all~~

All members of the ~~Board. Directors~~Board then serving participated in the Company’s 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”). Pursuant to our Principles of Corporate Governance, directors are expected to attend the Company’s annual ~~meetings of~~meeting shareholders absent ~~exceptional cause.~~

Identifyingunusual circumstances.

Director Compensation

The objectives of our non-employee director compensation program are to attract highly qualified individuals to serve on the Board and ~~Evaluating Nominees~~

~~With respect~~to appropriately align the interests of the Company’s directors with those of our shareholders. The Compensation Committee reviews the non-employee director compensation program periodically to ensure that it continues to meet these objectives. In order to determine whether the director compensation program is competitive, the Compensation Committee

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considers peer group and general market information on program design provided by its independent compensation consultant, as well as the significant amount of time that directors expend in fulfilling their duties to the ~~nomination process,~~Company and the skill level required by members of the Board.

Directors who are employees of the Company do not receive additional compensation for serving as directors of the Company. For 2022, non-employee director compensation is comprised of the following components:

•

Annual Cash Retainer — each non-employee director receives an annual cash retainer at a rate of $60,000 per year.

•

Annual Equity Retainer — each non-employee director receives an annual award of time-based restricted stock with a value of approximately $65,000 per year as of January 1, 2022, which increased to approximately $75,000 per year commencing April 14, 2022. The restricted stock award vests on the earlier of: (i) the one-year anniversary of the date of grant; and (ii) the date of the Company’s next annual meeting of shareholders.

•

Non-executive Chair — receives an additional annual cash retainer at a rate of $25,000 per year as of January 1, 2022, which increased to a rate of $80,000 per year commencing April 14, 2022.

•

Lead Independent Director — receives an additional annual cash retainer at a rate of $25,000 per year as of January 1, 2022, which increased to a rate of $45,000 per year commencing April 14, 2022.

•

Committee Chair Retainer — the chair of each committee, if not an employee of the Company, receives an additional annual cash retainer at the rate set forth below:

•

Audit Committee — $20,000 per year as of January 1, 2022, which increased to a rate of $30,000 per year commencing April 14, 2022.

•

Compensation Committee — $15,000 per year as of January 1, 2022, which increased to a rate of $20,000 per year commencing April 14, 2022.

•

Corporate Governance and Nominating Committee ~~reviews the composition and size~~— $15,000 per year as of January 1, 2022, which increased to a rate of $20,000 per year commencing April 14, 2022.

•

Enterprise Risk Committee — $15,000 per year as of January 1, 2022, which increased to a rate of $30,000 per year commencing April 14, 2022.

•

Executive Committee — $10,000 per year.

•

Credit Risk Committee — $10,000 per year.

•

Trust Committee — $10,000 per year.

•

Community Boards — each non-employee director with membership on one of the ~~Board~~Bank’s community boards receives an additional monthly fee of $400, or $600 if serving as chair.

Cash retainers payable to ensure that it has the proper expertise and independence; determines the criteria for the selection of Board members and Board committee members; plans for continuity on the Board as existing Board members retire or rotate off the Board; establishes criteria for qualifications as independentnon-employee directors ~~consistent with applicable laws and listing standards; maintains a file of suitable candidates for consideration as nominees to the Board; reviews Board candidates recommended by shareholders~~are prorated in ~~compliance with all director nomination procedures for shareholders; and recommends to the Board the slate of nominees of directors to be elected by the shareholders and~~ any ~~directors to be elected by the Board to fill vacancies.~~

The Corporate Governance and Nominating Committee has not established specific minimum age, education, years of business experience or specific types of skills for potential candidates but, in general, expects qualified candidates will have ample experience and a proven record of business success and leadership. Director candidates will be evaluated based on their financial literacy, business acumen and experience, independence for purposes of compliance with SEC and NASDAQ rules and willingness, ability and availability for service. In addition, the Corporate Governance and Nominating Committee requires that each Board candidate have the highest personal and professional ethics, integrity and values, including

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respectfulness, honesty and a commitment to teamwork and high standards consistent with the core values of the Company, and consistently exercise sound and objective business judgment. It is also anticipated that the Board as a whole have individuals with significant appropriate senior management or other leadership experience, a long-term and strategic perspective and the ability to advance constructive debate.

The Corporate Governance and Nominating Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend a director nominee, the members of the Corporate Governance and Nominating Committee consider and discuss diversity, among other factors, with a view toward the role and needs of the Board as a whole. When identifying and recommending director nominees, the members of the Corporate Governance and Nominating Committee generally view diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint and perspective, professional experience, education, skill and other qualities or attributes that together contribute to the functioning of the Board. The Corporate Governance and Nominating Committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the goal of creating a Board that best serves the needs of the Company and the interests of its shareholders.

~~personal characteristics, including leadership, character, integrity, accountability, sound business judgment and personal reputation;~~

~~successful business or professional experience;~~

~~various areas of expertise or experience, including financial, strategic and general management;~~

expertise or experience in various industries, including banking and financial services, hospitality, consumer finance, automotive, construction, planning and engineering, real estate, timber and agricultural;

~~residence in the Bank’s market area;~~

~~willingness and ability to commit the necessary time to fully discharge the responsibilities of a director in connection with the affairs of the Company; and~~

~~a demonstrated commitment to the success of the Company.~~

~~For a discussion of the specific backgrounds and qualifications of our current directors and nominees, see “Proposal 1 — Election of Directors” in this Proxy Statement.~~

Although the Corporate Governance and Nominating Committee has authority to retain a search firm or consultant to assist in identifying director candidates, to date no such search firm or consultant has been engaged. Additionally, the Corporate Governance and Nominating Committee would consider any director candidate proposed by any shareholder of record who has given timely written notice to the Corporate Secretary as required by Article III, Section 2(b) of the Company’s Bylaws. The proposing shareholder’s notice to the Corporate Secretary must set forth the information required by such section, including the director candidate’s name, credentials, contact information and his or her consent to be considered as a director candidate, as well as the proposing shareholder’s own contact information and a statement of his or her share ownership (how many shares held and for how long). To be timely, a proposing shareholder’s notice must be received at the Company’s principal executive office no later than the date determined in accordance with the Company’s Bylaws. There are no differences in the manneryear in which the ~~Corporate Governance and Nominating Committee evaluates director candidates it identifies and candidates who are recommended for nomination for membership on the~~ Board ~~by a shareholder.~~

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Board Leadership Structure and Role in Risk Oversight

~~The Company~~or committee chair appointment is committed to having sound corporate governance principles and practices, and independent board oversight is valued as an essential component of our corporate governance framework. Our commitment to independent oversight is demonstrated by the fact that all of our directors, except our Chief Executive Officer, are independent. In addition, all of the members of the Board’s Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee are independent.

The Company currently has an independent, non-executive Chairman separate from the Chief Executive Officer. The Board believes that this structure enhances (i) its oversight of, and independence from, management, (ii) its ability to carry out its role and responsibilities on behalf of the Company’s shareholders and (iii) the Company’s overall corporate governance. While the Board believes that having an independent Chairman is the most appropriate leadership structurenot effective for the ~~Board at this time, the Board retains the flexibility to revise this structure in the future based upon its assessment~~entirety of ~~the Company’s needs.~~

The Audit Committee is primarily responsible for overseeing the Company’s risk management processes on behalf of the full Board, although the Board and all of its committees are sensitive to risks relating to the Company and its operations. The Audit Committee focuses on financial reporting risk, oversees the entire audit function and evaluates the effectiveness of internal and external audit efforts. It receives reports from management regularly regarding the Company’s assessment of risks and the adequacy and effectiveness of internal control systems. Through its interaction with the Company’s Chief Risk Officer, the Audit Committee oversees credit risk, market risk (including liquidity and interest rate risk) and operational risk (including compliance and legal risk). Our Chief Risk Officer meets with the Audit Committee as necessary to discuss potential risk or control issues. In addition, our external auditors meet at least quarterly with the Audit Committee in executive session to discuss potential risk and control issues involving the Company. The Audit Committee reports regularly to the full Board, which also considers the Company’s entire risk profile, including additional strategic and reputational risks. While the Board oversees the Company’s risk management, management is responsible for the day-to-day risk management processes. We believe that this division of responsibility is the most effective approach for addressing the risks facing the Company; however, we will continue to re-examine our Board leadership structure on a regular basis, recognizing that different structures may be appropriate in different situations faced by the Company.

such year.

Director ~~Reviews and Education~~

Director education is an essential component of good governance and effective compliance practices for financial institutions. It increases the likelihood of retaining good directors and attracting more highly skilled candidates to serve on the boards of banks. The Board’s monthly meetings include an educational and strategic session focused on a variety of topics, such as legislative and regulatory developments, important banking industry trends and fundamental bank directorship knowledge. In addition, our corporate counsel annually updates the Board on corporate governance matters.

Reflecting our commitment to principles of director education, in November 2015, Mr. Ezzell attended the 2015 Annual Financial Institutions Conference sponsored by Crowe Horwath. The program’s agenda focused on accounting and financial reporting updates, consumer compliance, federal and state tax updates, interest rate modeling and legal and regulatory updates. Additionally, sessions were held regarding protecting the value in M&A through due diligence. By bringing together officers and directors from various parts of the financial community, this program provided a venue for networking, peer-to-peer interaction and insight from national and local perspectives on topics pertinent to financial institutions as a whole.

~~In November 2015, Mr. Hill attended the Bank Executive & Board~~ Compensation Conference sponsored by Bank Director. This program reviewed how a successful leader balances the needs of his or her institution while developing current executives, attracting new talent and approaching compensation in today’s competitive and economically challenging banking world. The program’s agenda also included discussions surrounding succession planning and evaluating management performance, as well as creating competitive

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compensation plans, trends in employment contracts and rewarding a CEO while being fair to shareholders. Several sessions were held that took an in-depth look at issues surrounding best practices in governance, pay-for-performance alignment, talent and leader strategies, and the challenges surrounding these components in achieving institutional success.

In January 2016, Mr. Lynch completed his CPE certification course on Industry Update for Financial Institution Audit Committee Members. This course completion is in adherence to Mr. Lynch’s position as Chairman of the Audit Committee.

Also in January 2016, Messrs. Ezzell and Hortman attended the 2016 RISC Summit offered by FIS. The program’s agenda offered regulatory guidance with regard to cybersecurity, compliance road mapping, best practices and knowledge sharing in emerging risks, information security and compliance from industry experts. Additionally, these sessions provided guidance on mitigation of risk management along with prevention of enforcement action and class action lawsuits. Lastly, the summit provided a knowledge base on dashboard reporting, how to perform the regulated mandatory cybersecurity assessment, pitfalls to avoid and how to maximize results in the regulatory environment.

Compensation Committee Interlocks and Insider Participation

~~None of Messrs. Hill, Jeter, Lynch, Stern or Veal, each of whom is a member of the Compensation Committee, is or has been an officer or employee of the Company.~~

Communication with the Board and its Committees

Our shareholders may communicate with the Board by directing correspondence to the Board, any of its committees or one or more individual members, in care of the Corporate Secretary, Ameris Bancorp, 310 First Street, S.E., Moultrie, Georgia 31768. The Corporate Secretary will forward such correspondence to whom it is addressed.

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COMPENSATION OF DIRECTORS

The Compensation Committee periodically reviews the compensation paid to the Company’s directors and recommended changes for 2015 based upon consideration of compensation paid to directors of comparable financial institutions. The Board retainer was increased in order to provide a more competitive total compensation package. Meeting fees were eliminated in favor of a larger, cash retainer. No stock awards were issued to members of the Board in 2015. Consistent with prior years, the Chairman of the Board declined additional compensation for serving in the role. The following table provides a summary of the Company’s director fee schedule in effect during 2015:

Board Fee Schedule

Board Service Fee (Retainer)
Chairman $ 89,000
Member $ 89,000

The Board retainer is paid monthly and provided to all active Board members. In addition to the Board retainer, directors who serve on the Company’s local community boards are provided a monthly cash retainer of $400. All directors other than Messrs. Hill and Hortman received this additional cash retainer.

The following Director Compensation Table sets forth the total compensation earned by directors for the fiscal year ~~ending~~ended December 31, ~~2015. Directors~~2022. Mr. Proctor, who ~~are~~is also a named executive ~~officers are~~officer, is not included in the table below. Compensation paid to named executive officers for their service in a director capacity, if any, is presented in the supplementary table to the Summary Compensation Table included ~~in this Proxy Statement.~~

Name Fees
Earned or
Paid in
Cash Stock
Awards Option
Awards Non-Equity
Incentive Plan
Compensation Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings All Other
Compensation Total
William I. Bowen, Jr. $ 91,633 $ — $ — $ — $ — $ — $ 91,633
R. Dale Ezzell $ 91,633 $ — $ — $ — $ — $ — $ 91,633
J. Raymond Fulp⁽¹⁾ $ 45,233 $ — $ — $ — $ — $ — $ 45,233
Leo J. Hill $ 87,333 $ — $ — $ — $ — $ — $ 87,333
Daniel B. Jeter $ 92,133 $ — $ — $ — $ — $ — $ 92,133
Robert P. Lynch $ 92,133 $ — $ — $ — $ — $ — $ 92,133
Brooks Sheldon⁽¹⁾ $ 45,233 $ — $ — $ — $ — $ — $ 45,233
William H. Stern $ 92,133 $ — $ — $ — $ — $ — $ 92,133
Jimmy D. Veal $ 92,133 $ — $ — $ — $ — $ — $ 92,133
under “Executive Compensation — Compensation Tables — Summary Compensation Table.”

~~(1)~~

~~Messrs. Fulp and Sheldon retired as directors of the Company effective June 1, 2015.~~

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Name	Fees Earned or Paid in Cash			Stock Awards(1)			Option Awards			Non-Equity Incentive Plan Compensation			Change in Pension Value and Nonqualified Deferred Compensation Earnings			All Other Compensation			Total
William I. Bowen, Jr.		$	67,200		$	75,019		$	—		$	—		$	—		$	361		$	142,580
Rodney D. Bullard		$	60,000		$	75,019		$	—		$	—		$	—		$	361		$	135,380
Wm. Millard Choate		$	70,000		$	75,019		$	—		$	—		$	—		$	361		$	145,380
R. Dale Ezzell		$	80,800		$	75,019		$	—		$	—		$	—		$	361		$	156,180
Leo J. Hill		$	115,625		$	75,019		$	—		$	—		$	—		$	361		$	191,005
Daniel B. Jeter		$	64,800		$	75,019		$	—		$	—		$	—		$	361		$	140,180
Robert P. Lynch		$	91,050		$	75,019		$	—		$	—		$	—		$	542		$	166,611
Elizabeth A. McCague		$	84,375		$	75,019		$	—		$	—		$	—		$	361		$	159,755
James B. Miller, Jr.		$	58,333		$	68,766		$	—		$	322,329(2)		$	—		$	628,759(3)		$	1,078,187
Gloria A. O’Neal		$	60,000		$	75,019		$	—		$	—		$	—		$	361		$	135,380
William H. Stern		$	85,325		$	75,019		$	—		$	—		$	—		$	361		$	160,705
Jimmy D. Veal		$	67,200		$	75,019		$	—		$	—		$	—		$	361		$	142,580

(1)

The stock award amount represents the fair value of the stock awards as calculated in accordance with GAAP. The shares were issued on June 9, 2022 and the fair value was $43.54 per share, except with respect to Mr. Miller which shares were issued on October 27, 2022 and the fair value was $51.28 per share. The shares vest on the earlier of June 9, 2023 and the date of the Annual Meeting, provided that the grantee continues to serve as a director of the Company through the vesting date.

(2)

Represents the incentive bonus paid to Mr. Miller pursuant to his employment agreement with the Company.

(3)

Includes the following amounts paid to Mr. Miller pursuant to his employment agreement with the Company: (i) $551,921 for salary (including payment of accrued and unused vacation); (ii) $3,395 for COBRA continuation benefits; (iii) $3,882 for health and welfare benefits; and (iv) $3,708 for life insurance. Also includes $65,853, which is the approximate fair market value of the vehicle the Company provided for Mr. Miller’s use pursuant to his employment agreement and which the Company gifted to him upon termination of his employment on June 30, 2022.

Agreements with James B. Miller, Jr.

In connection with the Company’s acquisition of Fidelity, the Company and the Bank entered into an employment agreement with Mr. Miller, which became effective upon the closing of the acquisition on July 1, 2019 (the “Miller Employment Agreement”). In accordance with the Miller Employment Agreement, Mr. Miller’s employment with the Company commenced on July 1, 2019 and ended on June 30, 2022 (the “employment period”). The Miller Employment Agreement provides, among other things, that Mr. Miller would serve as Chairman and a member of the boards of directors of the Company and the Bank during the employment period.

In consideration for his services, Mr. Miller was entitled to receive during the employment period: (i) an annual base salary of $1,000,000; (ii) incentive compensation opportunities that were no less favorable than those provided by Fidelity prior to its acquisition or, if more favorable, those provided to other senior executives of the Company, provided that the target annual incentive opportunities would not be less than 50% of Mr. Miller’s annual base salary; and (iii) employee benefits and fringe benefits (including life insurance, vacation, reimbursement of club dues and automobile benefits) that were no less favorable than those provided by Fidelity prior to its acquisition or, if more favorable, those provided to other senior executives of the Company.

The Miller Employment Agreement also contains certain restrictive covenants, including a perpetual nondisclosure covenant and covenants concerning noncompetition and nonsolicitation of clients, customers and employees, each of which apply until 18 months after the termination of Mr. Miller’s employment. Pursuant to the Miller Employment Agreement and in consideration of such covenants, the

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Company will pay to Mr. Miller an aggregate of $900,000, as follows: (i) $300,000 was paid on January 15, 2023; and (ii) $25,000 is payable in semi-monthly installments, which commenced on January 15, 2023 and will continue until the remaining $600,000 has been paid.

The Miller Employment Agreement also provided that the Company would maintain, during Mr. Miller’s lifetime, life insurance policies in the aggregate face amount of $8.0 million; however, the Company and Mr. Miller entered into the Split Dollar Termination Agreement, dated as of March 1, 2023 (the “Miller Spilt Dollar Termination Agreement”), which amended the Miller Employment Agreement to terminate this obligation of the Company effective as of such date, with the Company entitled to receive the death benefits provided for under such policies as a result. The Miller Split Dollar Termination Agreement further provides that, in connection with such termination, the Company will pay to Mr. Miller an amount equal to approximately $3.8 million, subject to payroll withholding, payable in: (i) three installments of $1.0 million in each of July 2023, 2024 and 2025; and (ii) one installment of approximately $800,000 in July 2026. Payment of this amount is not expected to result in an expense to the Company, as it has been fully accrued and the policies’ aggregate net amount at risk is approximately half of the aggregate death benefits to which the Company would become entitled. Notwithstanding the payment schedule set out in the Miller Split Dollar Termination Agreement, if the Company reasonably believes that Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), would prevent the Company from receiving a deduction for any portion of such payments, then such portion will instead be paid in the first calendar quarter of the year in which the Company reasonably anticipates being able to receive such deduction.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table sets forth certain information regarding each executive officer of the Company.

Our executive officers serve at the discretion of the Board, and Mr. Proctor serves subject to his employment agreement with the Company.


Name, Age and Term as Officer			Position		Principal Occupation for the Last Five Years and Other Directorships
~~Edwin W. Hortman,~~	H. Palmer Proctor, Jr., 62 55 Officer since ~~2002~~2019		~~President and~~	Chief Executive Officer	~~President and~~	Chief Executive Officer of the Company and the Bank since ~~January 2005. Director~~July 2019, and Vice Chairman of the Board since ~~November 2003.~~July 2022. Prior to the Company’s acquisition of Fidelity, President ~~and Chief Operating Officer from November 2003 through December 2004. Executive Vice President and Regional Bank Executive for Northern Division from August 2002 through November 2003. President,~~of Fidelity since April 2006; Chief Executive Officer of Fidelity Bank since April 2017; President of Fidelity Bank since October 2004; and ~~Director~~a director of ~~Citizens Security~~Fidelity Bank since 2004. Also, has served as a director of Brown and Brown, Inc., an independent insurance intermediary, since 2012, and serves as a member of the Advisory Board of Allied Financial and a director of Choate Construction Company. Mr. Proctor also served as Chairman of the Georgia Bankers Association from ~~April 1998~~2017 to ~~November 2003. Director of each subsidiary bank in the Northern Division from September 2002 through March 2004.~~2018.
~~Dennis J. Zember Jr., 46~~ ~~Officer since 2005~~		~~Executive Vice President and Chief Financial Officer~~		Executive Vice President and Chief Financial Officer since February 2005. Senior Vice President and Treasurer of Flag Financial Corporation and Senior Vice President and Chief Financial Officer of Flag Bank from January 2002 to February 2005. Vice President and Treasurer of Century South Banks, Inc. from August 1997 to May 2001.
~~Andrew B. Cheney, 66~~ ~~Officer since 2009~~		~~Executive Vice President, Chief Operating Officer and Banking Group President~~		Executive Vice President, Chief Operating Officer and Banking Group President of the Company since May 2009. President and Chief Operating Officer of the Bank since December 2010. Regional Executive for Florida and Coastal Georgia from February 2009 to May 2009. Florida Chairman from January 2008 to January 2009 and President from January 2000 to December 2007 with Mercantile Bank.
Lawton E. Bassett, III, 47 54 Officer since 2016			Corporate Executive Vice President, ~~and~~ Chief Banking Officer ~~for Alabama~~ and ~~Georgia~~Bank President		Chief Banking Officer of the Company and Bank President since February 2017; Corporate Executive Vice President ~~and~~since February 2016; Chief Banking Officer for Alabama and Georgia ~~since~~from February ~~2016.~~2016 through January 2017; and Regional President and Market President ~~since 2006.~~from 2006 through January 2017. From ~~2003 – 2006~~2003-2006, served as President and Chief Executive Officer of Citizens Security Bank, formerly a ~~wholly-owned~~wholly owned subsidiary of the Company. Prior to joining the Company, served in various commercial lending and leadership roles at Barnett Bank and SunTrust.
	Nicole S. Stokes, 48 Officer since 2018			Corporate Executive Vice President and Chief Financial Officer		Corporate Executive Vice President and Chief Financial Officer of the Company and the Bank since January 2018; Chief Financial Officer of the Bank since June 2016; and Senior Vice President and Controller from December 2010 through May 2016.
	Ross L. Creasy, 49 Officer since 2019			Corporate Executive Vice President and Chief Innovation Officer		Corporate Executive Vice President and Chief Innovation Officer of the Bank since July 2019. Prior to the Company’s acquisition of Fidelity, Chief Information Officer of Fidelity Bank since July 2018, during which Mr. Creasy oversaw Technology and Operations. Prior to joining Fidelity, served in various positions with E*TRADE, Capital One and the Federal Reserve.

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Name, Age and Term as Officer			Position			Principal Occupation for the Last Five Years and Other Directorships
	Jon S. Edwards, 54 61 Officer since 1999			Corporate Executive Vice President and Chief Credit Officer			Corporate Executive Vice President and Chief Credit Officer since May ~~2005.~~2005; Executive Vice President and Regional Bank Executive for Southern Division from August 2002 through April ~~2005.~~2005; Director of Credit Administration from March 1999 to July ~~2003.~~2003; Senior Vice President from March 1999 to August ~~2002. Director~~2002; and director of each subsidiary bank in the Southern Division from September 2002 through April 2005.
	James A. LaHaise, 55 62 Officer since 2014			Corporate Executive Vice President and Chief Strategy Officer			Corporate Executive Vice President and Chief Strategy Officer since October 2018; Executive Vice President and Corporate Banking ~~Officer for Florida and South Carolina~~	Executive from February 2017 through September 2018; Executive Vice President and Chief Banking Officer for Florida and South Carolina ~~since~~from February ~~2016.~~2016 through January 2017; Executive Vice President, Commercial Banking Executive from June 2014 until February ~~2016.~~2016; President and Chief Executive Officer of Coastal Bankshares, Inc. and The Coastal Bank from January 2013 until they were acquired by the Company in June ~~2014,~~2014; and Executive Vice President and Chief Banking Officer of The Coastal Bank from May 2007 through December 2012.
~~Cindi H. Lewis, 62~~	William D. McKendry, 54 Officer since ~~1987~~2017		~~Executive Vice President, Chief Administrative Officer and~~	Corporate ~~Secretary~~		Chief Administrative Officer since May 2006, Executive Vice President since May 2002 and Corporate Secretary since May 2000. Director of Human Resources from May 2000 to May 2006 and Senior Vice President from May 2000 to May 2002.
~~Stephen A. Melton, 65~~ ~~Officer since 2011~~		Executive Vice President and Chief Risk Officer			Corporate Executive Vice President and Chief Risk Officer of the Company since ~~October 2011.~~September 2017; Executive Vice President and Chief Risk Officer for Bank of North Carolina from December 2011 to September 2017; and Deputy General Auditor for First Citizens Bancshares from June 2004 to October 2011.
	Michael T. Pierson, 53 Officer since 2019			Corporate Executive Vice President, Chief Governance Officer and Corporate Secretary			Corporate Executive Vice President and Chief Governance Officer of ~~Columbus~~the Company and the Bank since March 2020; Corporate Secretary of the Company and ~~Trust~~the Bank since January 2022; and ~~Regional~~Executive Vice President and Chief ~~Executive~~Operations Officer of ~~Synovus Financial Corporation~~Ameris and Ameris Bank from ~~November 1998~~July 2019 to ~~February 2011.~~March 2020. Prior to the Company’s acquisition of Fidelity, served in various leadership roles at Fidelity and Fidelity Bank for 21 years, including Head of Commercial Banking, Mergers and Acquisitions and Chief Risk Officer.
	Jody L. Spencer, 51 Officer since 2019			Corporate Executive Vice President and Chief Legal Officer			Corporate Executive Vice President and Chief Legal Officer since July 2019; attorney at Rogers & Hardin LLP from March 2001 to July 2019, serving as a partner from January 2008 to July 2019.

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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis ~~may contain~~contains statements regarding future individual and Company performance targets or goals. We have disclosed these targets or goals in the limited context of the Company’s compensation ~~programs;~~program; therefore, you should not take these statements to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply such statements in other contexts.

This Compensation Discussion and Analysis is intended to assist our shareholders in understanding the Company’s compensation ~~programs.~~program. It presents and explains the philosophy underlying our compensation strategy and the fundamental elements of compensation paid to our named executive officers (collectively, “named executive officers” or “NEOs”) whose ~~2015~~2022 compensation information is provided in the tables following this discussion. Our ~~2015~~2022 NEOs are the following:

	NEO		Position
~~Edwin W. Hortman,~~	H. Palmer Proctor, Jr.	~~President and~~	Chief Executive Officer
~~Dennis J. Zember Jr.~~	Nicole S. Stokes		Corporate Executive Vice President and Chief Financial Officer
~~Andrew B. Cheney~~	Lawton E. Bassett, III		Corporate Executive Vice President, Chief Banking ~~Group~~Officer and Bank President ~~and Chief Operating Officer~~
	Jon S. Edwards		Corporate Executive Vice President and Chief Credit Officer
~~Stephen~~	James A. ~~Melton~~LaHaise		Corporate Executive Vice President and Chief ~~Risk~~Strategy Officer

Specifically, this Compensation Discussion and Analysis addresses the following:

~~certain~~•

Certain relevant ~~2015~~2022 business performance highlights;

~~our~~

•

Shareholder outreach;

•

Our compensation philosophy and the objectives of our compensation ~~programs;~~program;

~~what~~

•

What our compensation ~~programs are~~program is designed to reward;

~~shareholder outreach;~~

~~our~~•

Our process for determining executive officer compensation, including:

—

~~the role and responsibility of the Compensation Committee;~~

—

~~the role of the Chief Executive Officer and other named executive officers;~~

—

~~the role of compensation consultants; and~~

—

~~benchmarking and other market analyses;~~

~~elements~~

−

the role and responsibility of the Compensation Committee;

−

the role of the Chief Executive Officer and other NEOs;

−

the role of compensation consultants; and

−

benchmarking and other market analyses;

•

Elements of compensation provided to our executive officers, including:

—

~~the purpose of each element of compensation;~~

—

~~why we elect to pay each element of compensation;~~

—

~~how we determine the levels or payout opportunities for each element; and~~

—

~~decisions on final payments for each element and how these align with performance; and~~

~~other~~

−

the purpose of each element of compensation;

−

why we elect to pay each element of compensation;

−

how we determine the levels or payout opportunities for each element;

−

decisions on final payments for each element and how these align with performance;

−

compensation program design changes for 2023; and

•

Other compensation and benefit policies affecting our executive officers.

2015 Business Performance Highlights

The Company completed the acquisition of Merchants & Southern Banks of Florida, Incorporated (“Merchants”) and eighteen additional retail branches in the second quarter of 2015, increasing total assets by approximately $1.14 billion, total loans by approximately $195.5 million and total deposits by approximately $1.05 billion. The Merchants acquisition added thirteen retail offices in the Gainesville and Ocala, Florida markets, and the branch acquisitions added eighteen branches in North Florida and South Georgia. The Company recorded $14.7 million in additional goodwill and

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$3.9 million in core deposit intangibles associated with the Merchants acquisition and $11.2 million in additional goodwill and $8.6 million in core deposit intangibles associated with the branch acquisition.

2022 Business Performance Highlights

The Company delivered strong financial results in 2022 due to the ~~third quarter of 2015,~~Ameris team’s continued focus and discipline. Despite forecasted challenging economic conditions and potential market volatility, the Company ~~entered into an agreement to acquire Jacksonville Bancorp, Inc., the parent company of~~is well positioned for 2023 as it focuses on core fundamentals in its strong Southeastern markets. The Jacksonville Bank. The Jacksonville Bank operated eight banking locations, all of which are located within the Jacksonville, Florida MSA. The acquisition, which was completed on March 11, 2016, further expands the Company’s existing Southeastern footprint in the attractive Jacksonville market, to make the Company ~~the market’s largest community bank by deposit market share. Upon completion~~is proud of the ~~transaction, the combined company had approximately $6.0 billion~~results achieved in ~~assets, $4.2 billion in loans and $5.2 billion in deposits.~~2022, including:

~~Non-accrual loans, excluding purchased loans, decreased approximately $4.9~~•

Net income of $346.5 million, or ~~22.4%~~$4.99 per diluted share;

•

TBV Growth of $3.66 per share, or 13.9%, to ~~$16.9 million during 2015. Legacy OREO (excluding purchased OREO and OREO sourced from purchased loans) decreased significantly from $33.2 million~~$29.92 at December 31, ~~2014~~2022;

•

Improvement in net interest margin of 44 basis points, from 3.32% for 2021 to ~~$16.1~~3.76% for 2022;

•

Growth in total revenue of $64.6 million, or 6.3%, to $1.09 billion for 2022;

•

Adjusted efficiency ratio of 52.54%, compared with 55.00% in 2021;

•

Organic growth in loans of $3.51 billion, or 22.1%;

•

Growth in tangible common equity ratio of 62 basis points, or 7.7%, to 8.67% at December 31, ~~2015. Net charge-offs for 2015 declined to 0.22%~~2022; and

•

Growth in noninterest-bearing deposits, representing 40.74% of total ~~legacy loans, compared with 0.34% for 2014.~~deposits, from 39.54% in 2021.

~~Tangible~~

TBV Growth, adjusted efficiency ratio and tangible common equity ratio are non-GAAP measures. See “Reconciliation of GAAP and Non-GAAP Financial Measures” in Exhibit Ato ~~tangible assets increased slightly from 7.42% at December 31, 2014~~this Proxy Statement for a reconciliation to ~~7.44% at December 31, 2015. Tangible common book value per share increased 15.1% from $10.99 at December 31, 2014~~the most comparable GAAP measures.

Shareholder Outreach

We communicate regularly with our shareholders about matters of importance to ~~$12.65 at December 31, 2015.~~them, as well as our corporate strategy, financial performance, long-term objectives and business opportunities. Our shareholder outreach efforts also include responding to shareholder correspondence and inquiries; attending investor conferences; engaging with analysts who cover the Company to reinforce key themes regarding corporate strategy and financial performance; engaging with proxy advisory firms; and meeting with rating agencies.

~~Net income from~~The feedback we receive through our shareholder outreach program and our advisory votes on executive compensation (“say-on-pay”) enhances our understanding of our shareholders’ views. The Board and senior management remain committed to open and transparent communication and engagement with our shareholders and take all relevant feedback into consideration when evaluating our compensation program design.

At the 2022 Annual Meeting, approximately 98% of the votes cast approved the Company’s ~~retail mortgage division increased 88.4% during 2015 to $9.3 million.~~

~~Net income from~~executive compensation program for the NEOs. The Compensation Committee believes our current program adequately and effectively addresses shareholder concerns, promotes the Company’s ~~SBA division increased 24.7% during 2015 to $2.8 million.~~business strategy and aligns pay with performance and shareholder value.

The Company’s net interest margin decreased to 4.12% in 2015, from 4.59% in 2014. Lower yields on most earning asset classes were offset by lower funding costs. Deposit costs, the Company’s largest funding expense, continued to decline from 0.30% in 2014 to 0.23% in 2015, due to shifts in the deposit mix.

Compensation Philosophy and the Objectives of Our Compensation Programs

~~The Compensation Committee believes~~Program

Our executive compensation program reflects the Company’s commitment to pay for performance and the alignment of the interests of the Company’s executives with those of our shareholders. Our executive compensation program is designed to encourage our executives to take actions that support the ~~most effective~~Company’s short-term financial goals as well as ensure the Company’s ability to sustain strong shareholder value creation over the long term. To drive the achievement of our short- and long-term goals, our executive compensation ~~programs strive~~program is designed to accomplish the following objectives:

~~aligning~~•

Aligning the interests of ~~the employee~~our NEOs with those of our shareholders by delivering a substantial portion of each executive’s total compensation opportunity through performance-based incentives;

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•

Attracting, retaining and motivating talented executives with significant industry knowledge and the ~~Company’s shareholders;~~experience and leadership capability to achieve success; and

~~attracting~~

•

Providing a strong link between pay and ~~retaining talented individuals~~performance by using cash- and ~~top performers; and~~

~~motivating performance toward~~equity-based incentives to reward for the achievement of ~~short-term~~short- and long-term ~~goals.~~goals that align with the Company’s strategic priorities.

To meet these objectives, the Compensation Committee has carefully structured the Company’s compensation ~~programs~~program to reflect our pay for performance philosophy and support long-term shareholder value creation, as follows:

•

Competitive Compensation Opportunity. Our compensation levels are benchmarked to peers and industry comparators that are comparable to the Company in terms of factors such as asset size, geography and business model. We target annual pay levels for our NEOs based on a competitive range between the ~~following manner:~~

•

~~base compensation levels benchmarked to, and competitive with, the 50~~^th ~~percentile of market, defined in terms of geography, company type and company size, with actual base pay varying in a normal range around the 50~~^th ~~percentile based on individual performance;~~

50th and 75th percentiles of this market data.

~~annual incentive~~

•

Well-Balanced Compensation Program. The structure of our executive compensation program includes a balanced mix of cash and equity compensation with a strong emphasis on performance-based and at-risk compensation.

•

Alignment with Annual Goals. We use cash-based incentives that ~~varies in a consistent manner with~~reward our NEOs for the achievement of both the financial and operating objectives of the Company and individual performance objectives, which together support our business ~~strategy;~~strategy.

•

Performance-Based Long-Term Incentives. To strengthen the alignment between pay and performance and ensure retention of key talent, 50% of our equity-based long-term incentive compensation ~~(equity) that balances retention with~~awarded in 2022 is tied to the achievement of longer-term ~~(minimum three-year)~~(three-year) financial and strategic ~~goals;~~goals, while 50% of our equity-based long-term incentive compensation awarded in 2022 is tied to restricted stock awards that vest in equal installments over a three-year period from the date of grant. Commencing in 2023, we have increased to 60% the portion of our equity-based long-term incentive compensation that is tied to the achievement of longer-term financial and strategic goals.

~~executive benefits~~

•

Limited Perquisites. We provide our NEOs with minimal perquisites that are ~~meaningful~~consistent with competitive market practice.

•

Independent Decision Makers. Our Compensation Committee of independent directors works closely with an independent compensation consultant to monitor our executive compensation program to ensure alignment with market trends and ~~competitive with,~~practices, our business plans and ~~comparable to, those offered by similar organizations;~~long-term strategy, and

•

~~an appropriate balance between base pay, short-term incentives, long-term incentives and benefits that provides a total target compensation opportunity for each NEO that aligns with the market 50~~^th ~~percentile.~~

the interests of our shareholders.

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In designing and administering the Company’s executive compensation program, the Compensation Committee strives to maintain an appropriate balance across all of the various compensation elements, realizing that at times some objectives may ~~be more difficult to achieve than others, or even in conflict with others.~~change. In addition, external factors, such as the general state of the economy and the banking industry or legislative changes impacting executive compensation, may impact the effectiveness of existing approaches to executive compensation. Such events require ongoing monitoring and a careful reconsideration of existing approaches by the Compensation Committee. On an annual basis the Compensation Committee carefully evaluates and, where appropriate, makes ~~decisions and~~ adjustments to future compensation programs in an effort to consistently implement the strategic objectives of executive compensation.

What Our Executive Compensation ~~Programs are~~Program is Designed to Reward

Our executive officers’ compensation ~~programs use~~program uses different components to reward different performance considerations. Base salary is provided to reward each executive for daily contributions and the application of his or her knowledge, experience and talent to the success of the Company. Base salary is also a reflection of the external value of each executive’s position in the job market and the internal value of his or her assigned roles and responsibilities to the success and ongoing viability of the Company.

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Annual incentives are provided to focus performance on the key strategic short-term objectives defined and established on an annual basis. These incentives are strongly linked to the success of achieving annual ~~goals~~performance objectives and provide each executive with cash rewards commensurate with the Company’s annual performance and the Board’s assessment of the executive’s personal performance.

Long-term incentives reward executives for the longer-term success of the Company. In ~~2015,~~2022, the Company granted long-term incentives in the form of time-based restricted stock ~~with both time-based~~ and ~~performance-based vesting conditions.~~performance stock units. This equity-based compensation rewards executives for the long-term performance of the Company and maintains the alignment between executive compensation levels and shareholder value.

Benefits provided to each executive officer are in line with our broad-based employee benefits, which meet basic health and welfare needs. We also provide supplemental executive retirement ~~agreements with~~programs for certain of our key executive officers. Perquisites for our executives remain conservative and primarily serve to enhance our executives’ business development activities.

The following ~~chart shows~~charts show the relative value of the various compensation components for ~~2015~~2022 (base salary, annual incentive at target, long-term incentive value at grant date and other compensation, including supplemental retirement and perquisites), as a percentage of ~~2015~~2022 total compensation.

Shareholder Outreach

At For our Chief Executive Officer, 77% of his compensation mix is allocated to at-risk performance- and or stock-based incentives.

(1)

The percentages in this graph exclude the ~~2015 Annual Meeting of Shareholders, more than 95%~~compensation of the voting shareholders approved the Company’s 2014 executive compensation program for the NEOs. We believe that these voting results reflect our shareholders’ endorsement and support of our executive compensation program and affirm alignment of our program with shareholder interests. We continue to maintain an active and open dialogue with our

Chief Executive Officer.

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shareholders to identify ways to further refine and improve our executive compensation program, and the Compensation Committee believes our current program adequately and effectively addresses shareholder concerns, promotes the Company’s business strategy and aligns pay with performance and shareholder value. As a result, the Compensation Committee did not implement significant changes to our executive compensation program for 2015. However, to be responsive to the changing executive compensation landscape, the Compensation Committee implemented several key changes for 2016, including the following:

the development of a new peer group for compensation benchmarking purposes, with companies selected based upon criteria including asset size and market capitalization value, geographic footprint, business model and high asset growth and asset return performance;

~~the adjustment to the mix of pay to allocate more compensation toward longer term equity awards;~~

improving the transparency of the annual incentive program and strengthen the alignment with operational performance by using fewer performance measures, balance between profit measures (Adjusted EPS) and return measures (Return on Average Assets) and incorporating greater specificity around specific goals and weights for each measure; and

incorporating more performance rigor into equity awards by allocating 50% of the annual grants into a long-term performance share award that is only earned based upon prospective, three-year performance relative to the KBW Bank Index on both ROTCE and TSR measurement, with the remaining 50% of equity awards to be issued in the form of time-vested restricted stock;

Process for Determining Executive Officer Compensation

Role of the Compensation Committee

The Compensation Committee administers the Company’s executive compensation program. Throughout ~~2015,~~2022, the Compensation Committee included ~~Leo J.~~Messrs. Bullard, Hill ~~(Chairman since June 1, 2015)~~(Chairman), ~~Daniel B.~~ Jeter ~~Robert P. Lynch, William H. Stern~~ and ~~Jimmy D. Veal (served until June 1, 2015). Mr. Fulp also served with them on the Compensation Committee, as Chairman, through May 2015 and prior to his retirement from the Board.~~Stern. The members of the Compensation Committee all qualify as independent, outside members of the Board in accordance with the requirements of ~~NASDAQ,~~Nasdaq and current SEC ~~regulations and Section 162(m) of the Internal Revenue Code of 1986, as amended (the “IRC”).~~

regulations.

The Compensation Committee is responsible for all compensation decisions for the Chief Executive Officer and the other ~~named executive officers.~~NEOs. The Compensation Committee annually reviews the levels of compensation along with the performance results on goals and objectives relating to compensation for the ~~named executive officers.~~NEOs. Based on this evaluation, the Compensation Committee makes decisions related to our executive compensation program with ~~final~~further approval by the Board, except where the Compensation Committee has ~~otherwise~~ been given final authority with respect to a specific component of compensation.

Additionally, the Compensation Committee periodically reviews our incentive plans and other equity-based plans. The Compensation Committee reviews, adopts and submits to the Board any proposed arrangement or plan and any amendment to an existing arrangement or plan that provides or will provide

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benefits to the executive officers collectively or to an individual executive officer. The Compensation Committee has sole authority to retain and terminate compensation consultants and other advisors as it deems appropriate.

Role of the Executive Officers

The Chief Executive Officer, Chief Financial Officer and Chief Governance Officer work with the ~~assistance~~Compensation Committee to gather and compile data and supporting materials for review at Compensation Committee meetings and make recommendations about the design of ~~the Company’s~~our executive compensation program plans. The Chief ~~Administrative~~Executive Officer annually reviews the performance of the other ~~named executive officers,~~NEOs, after which the Chief Executive Officer presents his conclusions and recommendations to the Compensation Committee for approval. The Compensation Committee has absolute discretion as to whether it approves the recommendations of the Chief Executive Officer or makes adjustments, as it deems appropriate. The Chief Executive Officer, Chief Financial Officer and Chief Administrative Officer may also work with the Compensation Committee to gather and compile data needed for benchmarking purposes or for other analysis conducted by the Compensation Committee’s independent consultants and advisors.

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Role of Compensation Consultant

The Compensation Committee has sole authority to retain, terminate and approve the fees of its compensation consultant. The Compensation Committee originally engaged Matthews, Young Management Consulting (“Matthews Young”) to serve as the Compensation Committee’s independent compensation consultant in 2015. In its role as the Compensation Committee’s independent advisor, Matthews Young provided market data, analysis and advice regarding compensation of our NEOs and other executive officers. This data and advice was used to establish the majority of the compensation actions for 2015.

~~In November 2015, the Compensation Committee engaged~~retained Frederic W. Cook & Co., Inc. (“FW Cook”) to serve as the Compensation Committee’s independent compensation consultant. The Compensation Committee has sole authority to retain, terminate and approve the fees of its compensation consultant. In its role as the Compensation Committee’s independent advisor, FW Cook regularly ~~attended~~attends Compensation Committee meetings and ~~advised~~advises on matters including compensation program design, benchmarking compensation and relative pay for performance. FW Cook also ~~provided~~provides market data, ~~analysis~~analyses and advice regarding the compensation of our NEOs and other executive ~~officers.~~officers and our non-employee directors. FW Cook has not provided any services to the Company other than executive compensation consulting services provided to the Compensation Committee. The Compensation Committee considered the independence of ~~both Matthews Young and~~ FW Cook in light of current SEC rules and ~~NASDAQ~~Nasdaq listing ~~standards. The Compensation Committee discussed these considerations~~standards and concluded that the work of ~~both Matthews Young and~~ FW Cook did not raise any conflict of interest.

Benchmarking

The Compensation Committee reviews competitive data for comparable executive positions in the market. External market data is used by the Compensation Committee as a point of reference in its executive pay decisions in conjunction with financial and individual performance data. In ~~November 2014,~~considering the competitive environment, the Compensation Committee ~~in conjunction~~reviews compensation information disclosed by a peer group of comparably sized companies with ~~Matthews Young, conducted an overall review of the Company’s~~which we compete for business and executive talent. In addition, information derived from published compensation ~~program. As part of this review,~~surveys is used to supplement the peer group data and is used to compare the elements of ~~25 banks used~~each executive officer’s target total direct compensation to the market information for executives with similar roles. The Compensation Committee’s independent compensation consultant compiles this information and size-adjusts the published survey data to reflect our asset size in relation to the ~~prior benchmarking analysis completed in 2013 was analyzed~~survey participants to more accurately reflect the scope of responsibility for each executive officer.

The Compensation Committee, with input from its independent compensation consultant, annually reviews and ~~updated. Consistent with prior year updates, we again considered a range~~selects the peer companies, which generally consist of ~~relevant factors, including SEC reporting status, national exchange listing, state in which headquarters are located, organizational size (including states in which~~publicly traded regional commercial bank holding companies. For 2022, the peer companies were selected primarily based upon the following criteria: (i) similar business operations ~~are conducted, number of offices~~ and ~~size of workforce), balance sheet size (including~~geographic footprint; (ii) assets ~~and capitalization)~~ and market capitalization ~~as well as total net revenues, asset quality~~between approximately one-third and ~~overall financial strength. For 2015, we retained the same group of peer institutions that we used in 2014.~~

~~The 2015 peer group is shown below.~~


~~Bank of the Ozarks (Little Rock, AR)~~		~~Great Southern Bancorp (Springfield, MO)~~
~~Home BancShares, Inc (Conway, AR)~~		~~Renasant Corporation (Tupelo, MS)~~
~~Simmons First National Bank (Pine Bluff, AR)~~		~~First Bancorp (Troy, NC)~~
~~Capital City Bank Group (Tallahassee, FL)~~		~~Sun Bancorp Inc (Vineland, NJ)~~
~~Centerstate Banks Inc. (Davenport, FL)~~		~~SCBT Financial Bankshares, Inc. (Columbia, SC)~~
~~State Bank Financial Corp (Atlanta, GA)~~		~~Southside Bancshares, Inc. (Tyler, TN)~~
~~Heartland Financial USA Inc (Dubuque, IA)~~		~~Cardinal Financial Corp (McLean, VA)~~
~~First Merchants Corp (Muncie, IN)~~		~~First Community Bancshares, Inc. (Bluefield, VA)~~
~~Community Trust Bancorp, Inc. (Pikeville, KY)~~		~~TowneBank (Portsmouth, VA)~~
~~Republic Bancorp, Inc. (Louisville, KY)~~		~~Union First Market Bankshares Corp (Richmond, VA)~~
~~SY Bancorp Inc (Louisville, KY)~~		~~City Holdings CO (Cross Lanes, WV)~~
~~Sandy Spring Bancorp, Inc. (Olney, MD)~~

three times our assets and market capitalization, respectively; and (iii) competitors for executive talent.

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For 2022 compensation actions, our peer group consisted of the following 16 companies:

Company	Total Assets (12/31/2022)			Company	Total Assets (12/31/2022)
Cadence Bank		$	48.7	Simmons First National Corporation		$	27.5
SouthState Corporation		$	43.9	United Community Banks, Inc.		$	24.0
Pinnacle Financial Partners, Inc.		$	42.0	Home Bancshares, Inc.		$	22.9
UMB Financial Corporation		$	38.5	Atlantic Union Bankshares Corporation		$	20.5
Hancock Whitney Corporation		$	35.2	Independent Bank Group, Inc.		$	18.3
Commerce Bancshares, Inc.		$	31.9	Trustmark Corporation		$	18.0
United Bankshares, Inc.		$	29.5	Renasant Corporation		$	17.0
Bank OZK		$	27.7	Hilltop Holdings Inc.		$	16.3
Median				$27.6
Ameris Bancorp				$25.1

Source: S&P Capital IQ. Data as of 12/31/2022.
(Dollars in billions)

Elements of Compensation

The components of the ~~2015~~2022 executive compensation program, as well as the type of compensation and the objectives of the compensation, are included in the table ~~below:~~

below.


Component		Type		Objectives
	Base Salary		Fixed		• Attract and retain executives
			• Compensate executive for level of responsibility and experience
	Short-Term (Annual) Incentives		Variable		• Reward achievement of the Company’s annual financial and operational goals
			• Promote accountability and strategic decision-making
	Long-Term Incentives		Variable		• Align management and shareholder goals by linking management compensation to share price over extended period
			• Encourage long-term, strategic decision-making
			• Reward achievement of long-term ~~company~~Company performance goals
			• Promote accountability
			• Retain key executives
	Perquisites and Other Personal Benefits		Fixed		• Foster the health and well-being of executives
		• Attract and retain executives
	Retirement Income and Savings Plans		Fixed		• Retain key executives
		• Reward employee loyalty and long-term service
	Post-Termination Compensation and Benefits		Fixed		• Attract and retain executives
		• Promote continuity in management
			• Promote equitable separations between the Company and its executives

Base Salary

It is the Company’s philosophy that employees be paid a base salary that is competitive with the salaries paid by comparable organizations based on each employee’s experience, performance and any

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other unique factors or qualifications. Generally, the Company has chosen to position cash compensation in a range around market median levels in order to remain competitive in attracting and retaining executive talent. The range is also benchmarked, and employees are paid within the market benchmarked range based on their unique situation. Actual base salaries paid vary within a range based on performance over time. The allocation of total cash compensation between base salary and annual bonus or incentives is based on a variety of factors. In addition to the market positioning of the base salary and the mix of total compensation, the Compensation Committee also takes into consideration the following:

~~the~~•

The executive’s performance;

~~the~~

•

The performance of the Company;

~~the~~

•

The performance of the individual business or corporate function for which the executive is responsible;

~~the~~

•

The nature and importance of the position and role within the Company;

~~the~~

•

The scope of the executive’s responsibility; and

~~the~~

•

The current compensation package in place for the executive, including the executive’s current annual salary and potential ~~bonus~~ awards under the Company’s ~~bonus~~incentive plan.

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After reviewing the total compensation targets for our NEOs against market data, the Compensation Committee approved the following ~~2015~~2022 base salary amounts, ~~with an~~ effective ~~date of February 13, 2015:~~

March 1, 2022:

	2021 Base Salary			2022 Base Salary			Total Adjustment
H. Palmer Proctor, Jr.		$	850,000		$	885,000		4%
Nicole S. Stokes		$	453,000		$	471,000		4%
Lawton E. Bassett, III		$	500,000		$	500,000		0%
Jon S. Edwards		$	386,000		$	402,000		4%
James A. LaHaise		$	425,000		$	442,000		4%

Named Executive Officer 2014 Base
Salary 2015 Base
Salary Total
Adjustment
Edwin W. Hortman, Jr. $ 485,000 $ 625,000 28.9 %
Dennis J. Zember Jr. $ 285,000 $ 320,000 12.3 %
Andrew B. Cheney $ 350,000 $ 400,000 14.3 %
Jon S. Edwards $ 220,000 $ 260,000 18.2 %
Stephen A. Melton $ 260,000 $ 275,000 5.8 %

Annual Incentives

Historically, annual cash incentives were provided to the executive officers through the Company’s Annual Incentive Compensation Plan (the “AIP”). Due to the economic downturn and the Company’s participation in 2008 in the U.S. Department of the Treasury’s Troubled Asset Relief Program, no plan-based incentives were offered to executives from 2007 through 2011. In 2013, and again in 2014, a discretionary cash bonus was paid to each of the named executives based on both individual and Company performance.

The Compensation Committee believes a formalized annual incentive plan with well-defined and clearly communicated objectives strengthens the link between performance and ~~compensation, and the Compensation Committee is working to design such a plan.~~

~~In 2015, a new~~compensation. The 2022 annual incentive plan was developed to subject a meaningful portion of our NEOs’ cash compensation to achievement of pre-established performance targets to ensure the continued alignment of executive compensation, Company performance and strategic goal attainment. Annual incentive cash payouts reflect the extent to which annual targets for performance goals are met or exceeded. Targets for performance goals are set with the intent that achievement will ultimately result in enhancement to shareholder value. When determining the targets, the Compensation Committee considers past financial performance of the Company and its internal estimates of the current year’s planned financial performance. Growth expectations as well as improved profitability and operating efficiencies are the gauge by which meaningful targets are set and executive performance is measured.

The Compensation Committee ~~approved specific targets~~uses three performance levels when setting cash incentive targets: “Threshold”, “Target” and “Maximum”. The performance levels are set relative to the prior fiscal year’s actual results and current fiscal year projections. The Compensation Committee expects the Company to achieve or exceed the Target level of performance, which is intended to be a stretch target. The Threshold performance level is the minimum performance level required for ~~each~~any cash incentive payout, while the Maximum level of performance ~~metric~~is set at a high level of performance that requires significant efforts and ~~evaluates~~exceptional execution to achieve.

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The performance ~~against these targets. All executive officers have~~measures used in 2022 were unchanged from the metrics used in 2021 as they continue to align with our internal operating plan and business strategy. The 2022 goals included the following:

Performance Measure	Weight
Credit Quality		33.0%
ROA (Return on Assets)		34.0%
Efficiency Ratio		33.0%

For 2022, achievement by the NEOs at Threshold pays out at 50% of the performance goal’s weight. Achievement at Target pays out between a ~~target award opportunity, as well as a~~range of 100% and 120% of the performance goal’s weight. Achievement at Maximum pays out at 170% (the maximum ~~award, that may~~achievement level or “cap”) of the performance goal’s weight. Actual results are prorated based on where they fall along the continuum from the Threshold amount through the Target amount, from the Target minimum (100%) through the Target maximum (120%), and from the Target amount through the Maximum amount.

In addition to the performance measures listed above, the Compensation Committee retains the ability to apply negative discretion to reduce the incentive payout, if needed. Also, total payouts can be ~~paid under the annual incentive award program.~~

adjusted by +/- 10% based on individual performance assessments in order to differentiate payouts based on individual contributions.

During the first quarter of ~~2015,~~2022, the Compensation Committee established the ~~target~~Target percentage of base salary for each of the NEOs. The Compensation Committee used the ~~2015~~2022 base salary in calculating the annual incentive award payments. The following chart shows the range of annual incentive award opportunities expressed as a percentage of salary for the NEOs.

Named Executive Officer	Threshold (% of salary)		Target (% of salary)		Maximum (% of salary)
H. Palmer Proctor, Jr.		55.00%		110.00%		187.00%
Nicole S. Stokes		37.50%		75.00%		127.50%
Lawton E. Bassett, III		32.50%		65.00%		110.50%
Jon S. Edwards		32.50%		65.00%		110.50%
James A. LaHaise		37.50%		75.00%		127.50%

Named Executive Officer Threshold
(% of salary) Target
(% of salary) Maximum
(% of salary)
Edwin W. Hortman, Jr. 25.00 % 50.00 % 125.00 %
Dennis J. Zember, Jr. 20.00 % 40.00 % 85.00 %
Andrew B. Cheney 20.00 % 40.00 % 85.00 %
Jon S. Edwards 17.50 % 35.00 % 70.00 %
Stephen A. Melton 17.50 % 35.00 % 70.00 %
Mr. Proctor’s Target percentage of base salary was increased from 100% in 2021 to 110% in 2022, and Ms. Stokes’s and Mr. LaHaise’s Target percentage of base salary was increased from 65% in 2021 to 75% in 2022, in each case based on competitive market practices and consideration of the NEO’s contribution to the Company.

Calculating Annual Incentive Awards.

Awards

The following formula was used to calculate the payment that could be awarded to ~~a named executive officer~~NEOs under the ~~newly implemented 2015~~2022 annual incentive award program:

Base Salary ×x Target Percentage of Base Salary ×x Company Achievement

x Individual Performance

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The ~~2015~~2022 performance goals for short-term incentive compensation were chosen because each of the goals strongly aligned with the overall business objectives of the Company for the ~~year.~~year and were as follows:

	33% Weight Credit Quality	34% Weight ROA	33% Weight Efficiency Ratio
Threshold	0.50%	1.10%	59%
Target	0.35% — 0.40%	1.20% — 1.30%	55.00% — 56.00%
Maximum	0.25%	1.40%	52.00%
Actual	0.34%(1)	1.39%	52.54%
Actual Payout Percentage	125.00%	165.00%	161.00%

(1)

Excludes serviced mortgage nonaccrual loans guaranteed by The ~~2015 goals included:~~

Net Income EPS ROA
Threshold $ 46,240,000 $ 1.70 1.10 %
Target $ 51,136,000 $ 1.88 1.22 %
Maximum $ 54,400,000 $ 2.00 1.30 %
Actual $ 49,337,000 $ 1.54 1.03 %

~~In addition~~Government National Mortgage Association (“Ginnie Mae” or “GNMA”). Credit Quality, as adjusted for such loans, is a non-GAAP measure. See “Reconciliation of GAAP and Non-GAAP Financial Measures” in Exhibit A to this Proxy Statement for a reconciliation to the most comparable GAAP measure.

The Company achieved Target but below Maximum level of performance ~~measures listed above,~~with respect to each of the ~~Compensation Committee also considered Company~~ performance ~~relative to other measures, including Return on Tangible Common Equity (ROTCE), legacy non-performing assets as a percentage of total assets and total shareholder return (TSR).~~goals. Based on the weighted operating performance ~~of the Company~~results relative to the ~~targets~~Targets established for ~~2015,~~2022, a ~~75% Company~~150.54% achievement factor was reached, compared towith the targeted payout factor of 100%. The Compensation Committee believes these incentive payments are aligned with the Company’s business results and compensation ~~philosophy and the contribution of each named executive officer.~~

philosophy.

In deciding the amount of the ~~bonus~~incentive award, the Compensation Committee can consider, among other things, the Company’s overall performance and the individual participant’s specific contributions and performance throughout the performance period, as well as any actual or perceived inappropriate risks taken by participants. ~~The Compensation Committee may exercise discretion to decrease, but not increase, any amounts payable to a participant under the annual incentive plan as~~Individual performance criteria for all NEOs in 2022 were reviewed and the Compensation Committee ~~deems appropriate.~~

maintained the individual performance score at 100%.

Annual incentive payouts for ~~2015~~2022 performance for the NEOs are listed ~~below:~~

below.

Named Executive Officer	Base Salary X			Target (% of salary) X		Company Achievement X		Individual Performance =		Actual Incentive Payout
H. Palmer Proctor, Jr.		$	885,000		110%		150.54%		100%		$	1,465,458
Nicole S. Stokes		$	471,000		75%		150.54%		100%		$	531,765
Lawton E. Bassett, III		$	500,000		65%		150.54%		100%		$	489,239
Jon S. Edwards		$	402,000		65%		150.54%		100%		$	393,348
James A. LaHaise		$	442,000		75%		150.54%		100%		$	499,024

Named Executive Officer Base Salary X Maximum
(% of salary) X Company
Achievement = Actual Incentive
Payout
Edwin W. Hortman, Jr. $ 625,000    50.00 %    75.00 %    $ 234,375
Dennis J. Zember, Jr. $ 320,000    40.00 %    75.00 %    $ 96,000
Andrew B. Cheney $ 400,000    40.00 %    75.00 %    $ 120,000
Jon S. Edwards $ 260,000    35.00 %    75.00 %    $ 68,250
Stephen A. Melton $ 275,000    35.00 %    75.00 %    $ 72,188

2022 Long-Term Equity Awards

The Compensation Committee believes that the Company’s executive compensation program should include a significant equity-based component because this best aligns the interests of our executives with those of ~~the Company’s~~our shareholders. The Company’s employees and non-employee directors ~~and consultants and advisors who perform services for the Company and its subsidiaries~~ may participate in the ~~Company’s shareholder-approved 2014~~Ameris Bancorp 2021 Omnibus Equity ~~Compensation~~Incentive Plan (the ~~“2014~~“2021 Plan”)~~, which was set forth as~~~~Appendix A~~ ~~to the Company’s Definitive Proxy Statement for the Company’s 2014 annual meeting of shareholders.~~. Awards may be granted under the ~~2014~~2021 Plan from time to time and may be in the form ~~of stock~~ options, ~~stock units, stock awards,~~ stock appreciation rights, restricted shares, restricted share units, performance shares, performance units, performance awards and other stock-based awards.

The 2021 Plan was approved by the Company’s shareholders at the 2021 Annual Meeting held on June 10, 2021, and amended by the Compensation Committee, effective July 26, 2022. Such amendment provides that a change in control under the 2021 Plan includes any reorganization, merger or consolidation in which a majority of the Company’s directors prior to such reorganization, merger or consolidation constitute less than a majority of the members of the board of directors (or equivalent governing body) of the company resulting from such reorganization, merger or consolidation.

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The 2021 Plan replaced the Ameris Bancorp 2014 Omnibus Equity Compensation Plan (the “2014 Plan”). All awards outstanding under the 2014 Plan as of June 10, 2021 remain in full force and effect under the 2014 Plan according to their respective terms.

The Compensation Committee carefully considers the following factors when determining the type and amount of equity to award:

~~prior~~•

Performance and contribution of the executive officer;

•

Prior awards issued to the executive officer;

~~the~~

•

The current amount and intrinsic value of unvested equity held by the executive officer;

~~current~~

•

Current number of shares owned by the executive officer;

~~proportion~~

•

Proportion of total compensation on an annual basis consisting of equity awards; and

~~market~~

•

Market data on the median level of equity awarded to comparable positions.

We consider long-term equity-based compensation to be critical to the alignment of executive compensation with shareholder value creation. Therefore, a market competitive, long-term equity-based incentive component is an integral part of our overall executive compensation program. The total long-term incentive award in a given year is based on a targeted dollar value that is then converted into the specific equity awards. The following chart reflects the 2022 Target award opportunities for each NEO.

Named Executive Officer	LTI Target
H. Palmer Proctor, Jr.		$	2,000,000
Nicole S. Stokes		$	600,000
Lawton E. Bassett, III		$	500,000
Jon S. Edwards		$	500,000
James A. LaHaise		$	600,000

Target long-term incentive opportunities are established based on competitive market practices, as well as the performance and contributions of the NEOs. The 2022 Target award opportunity for each NEO was increased to align with such practices.

The fair value of 2022 long-term incentive awards is reflected in the Summary Compensation Table under “Executive Compensation — Compensation Tables.” In 2022, our long-term equity incentive program consisted of the following components:

•

Performance Stock Units (50% of long-term incentive award) — All NEOs received performance stock units on February 24, 2022. These performance stock units are awards that will be earned based upon the Compensation Committee’s assessment of the performance achievement of two, equally-weighted financial objectives. The following scale applies to all performance stock unit awards: (i) Threshold performance will result in the NEOs earning 25% of the shares; (ii) Target performance will result in the NEOs earning 100% of the shares; and (iii) Maximum performance will result in the NEOs earning 200% of the shares. Failure to attain the Threshold level of performance will result in the forfeiture of all shares potentially issuable in connection with such performance stock unit awards.

•

Fifty percent of the award was based on three-year TBV Growth objectives. The Targets and corresponding performance range requires meaningful growth over the three-year performance period. Elsewhere in this Proxy Statement, we also refer to these awards as Internal Metric Performance Stock Units or “IM PSUs.”

•

Fifty percent of the award was based on relative return on tangible common equity (“ROTCE”) of the Company ranked in terms of a percentile in relation to the three-year ROTCE for the same period of a peer group consisting of the companies comprising the KBW Nasdaq Regional Banking Index (“KRX”). In addition, the performance stock units awards have a relative Total Shareholder Return (“TSR”) modifier comparing the TSR of the Company to that

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~~Equity grants~~

of the KRX. Dividend equivalents accrue, and are credited, with respect to the award to the extent dividends are paid on the Common Stock, but are paid out only when, and if, the award is earned. Awards earned will vest on December 31, 2024, which is the end of the three-year performance period, and shares in respect of such awards will become issuable upon the Compensation Committee’s certification of the Company’s performance for the performance period, which would be expected to occur in the first quarter of 2025. If the Company delivers three-year TSR that falls between the 25th and 75th percentiles, relative to the KRX, then no adjustment to the payout determined by the cumulative EPS goal will be applied. However, if performance is below the 25th percentile of the KRX, then a 20% discount will be applied to the earned award. Further, if performance is above the 75th percentile of the KRX, then a 20% premium would be applied to the earned award. Regardless of performance, the total award cannot exceed 200% of Target. Elsewhere in this Proxy Statement, we also refer to these awards as Total Shareholder Return Performance Stock Units or “TSR PSUs.”

•

Time-based Restricted Stock (50% of long-term incentive award) — Shares of restricted stock are awarded subject to transfer and vesting restrictions. Restricted stock awards are intended to build stock ownership and foster executive retention. All of the NEOs received restricted stock awards on February 24, 2022. All of these restricted stock awards have voting rights and vest in ~~2015 consisted~~equal installments over a three-year period. Dividend equivalents on the restricted stock awards will accrue and be credited with respect to such awards to the extent dividends are paid on the Common Stock, but will only be paid out when, and if, such awards vest.

2020 — 2022 Performance Stock Units

IM PSUs. On December 31, 2022, the IM PSUs which were issued to the NEOs on March 11, 2020 (the “2020 IM PSUs”) vested and exceeded the Target level of ~~an equal balance~~the TBV Growth performance condition, resulting in vesting of 105% of the target number of shares granted. A summary of the performance goals and actual results for the 2020 IM PSUs is set forth below.

Performance Condition	2020 Internal Metric Performance Stock Units
Performance Condition	Threshold			Target			Maximum			Actual
TBV Growth		$	27.70		$	31.65		$	35.96		$	31.84
Incentive Payout			25%			100%			200%			105%

On February 21, 2023, the Compensation Committee certified the Company’s performance with respect to the IM PSUs for the 2020-2022 performance period and the following number of shares of Common Stock was issued to the NEOs pursuant to the 2020 IM PSUs to deliver a payout at approximately 105%:

NEO	Number of Shares Issued
H. Palmer Proctor, Jr.		9,141
Nicole S. Stokes		3,047
Lawton E. Bassett, III		3,556
Jon S. Edwards		3,047
James A. LaHaise		3,047

The calculation of TBV Growth for purposes of the 2020 IM PSUs was adjusted to exclude the impact of the Company’s acquisition of Balboa Capital Corporation in December 2021, which occurred after the performance conditions for the 2020 IM PSUs had been established.

TSR PSUs. On December 31, 2022, the TSR PSUs which were issued to the NEOs on March 11, 2020 (the “2020 TSR PSUs”) exceeded the Maximum level of the ROTCE performance condition, resulting in vesting of 200% of the target number of shares granted. A summary of the performance goals and actual results for the 2020 TSR PSUs is set forth below.

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Performance Condition	2020 Total Shareholder Return Performance Stock Units
Performance Condition	Threshold		Target		Maximum		Actual
ROTCE		12.40%		14.00%		16.20%		18.95%
Incentive Payout		25%		100%		200%		200%

On February 21, 2023, the Compensation Committee certified the Company’s performance with respect to the TSR PSUs for the 2020-2022 performance period and the following number of shares of Common Stock was issued to the NEOs pursuant to the 2020 TSR PSUs to deliver a payout at the Maximum level (200%):

NEO	Number of Shares Issued
H. Palmer Proctor, Jr.		17,482
Nicole S. Stokes		5,826
Lawton E. Bassett, III		6,798
Jon S. Edwards		5,826
James A. LaHaise		5,826

The 2020 TSR PSUs had a relative TSR modifier which compared the TSR of the Company to that of the KRX. If the Company’s three-year TSR was in the bottom quartile or the top quartile of the KRX, then the payout would be reduced by 20% or be increased by 20%, respectively. Regardless of performance, the total award could not exceed 200% of Target. This modifier was not applied in calculating the payout for the 2020 TSR PSUs because the Company’s three-year TSR as of the end of the 2020-2022 performance period fell between the 25th and 75th percentiles relative to the KRX.

Compensation Program Design Changes for 2023

In 2023, the percentage of long-term incentive awards granted as performance stock units increases from 50% to 60%, while the percentage granted as time-based restricted stock decreases from 50% to 40%. In addition, the return on assets (ROA) performance measure of the short-term annual incentive awards and ~~performance-based restricted stock, as outlined~~IM PSUs is based on the applicable performance measure of the Company ranked in terms of a percentile in relation to the ~~table below:~~

same performance measure, for the same period of such award, of a peer group consisting of the companies comprising the KRX. Furthermore, IM PSUs are subject to a relative modifier which compares the total shareholder return of the Company to that of the KRX, consistent with the relative nature and modifier of the TSR PSUs.

~~50% Time-Based Restricted Stock~~

•

~~Shares cliff vest at the end of the third year~~

~~50% Performance-Based Restricted Stock~~

•

~~Shares cliff vest at the end of the third year, provided that annual performance conditions are achieved~~

Perquisites

We provide our NEOs with ~~very few~~minimal perquisites, ~~limited to~~such as a company car and club membership for certain NEOs. The aggregate cost of all perquisites for all of our named executive officers was approximately $272,119. No individual named executive officer received a total value of perquisites in ~~excess of $136,452 during 2015.~~limited instances. Additional details on perquisites are provided in a supplementary table to the Summary Compensation Table ~~included in this Proxy Statement.~~

under “Executive Compensation — Compensation Tables.”

We view certain perquisites as being beneficial to the Company, in addition to being directly compensatory to the executive officers. For example, ~~the club memberships~~company cars, which are ~~regularly used in the general course of our business, such as for business meetings and entertaining. Company cars~~ provided to certain executive officers based on business needs, are used primarily for business purposes. In addition, these perquisites, as a minor expense to the Company, provide a useful benefit in our efforts to recruit, attract and retain top executive talent.

Retirement Benefits

~~On November 7, 2012, the~~

The Bank and certain executive officers and other employees of the Bank and the Company entered into Supplemental Executive Retirement Agreements ~~(the~~(each, a “Retirement ~~Agreements”~~Agreement”), the purpose of which is to provide a select group of employees who are expected to contribute significantly to the future business success of the Company and the Bank with supplemental retirement income and death benefits. Such benefits are meant to retain quality executive talent over a long period of time, which is required in order to execute ~~long term~~long-term strategy. Each Retirement Agreement provides for the payment of an annual retirement benefit, payable in monthly installments, commencing when the employee reaches age 65, provided that the employee ~~is then~~remains employed by the ~~Bank.~~Bank until the required age of 65. Included

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among the officers entering into a Retirement Agreement were ~~three named executive officers,~~Messrs. Bassett, Edwards and LaHaise and Ms. Stokes, all of whom are NEOs, and each of whom is to receive annual retirement benefits under his or her respective Retirement Agreement as follows: (i) ~~Edwin W. Hortman, Jr., $250,000 for 10 years; (ii) Dennis J. Zember Jr., $200,000~~Mr. Bassett, $75,000 for 15 years; ~~and (iii) Jon S.~~(ii) Mr. Edwards $100,000 for 15 years; (iii) Mr. LaHaise $100,000 for 10 years; and (iv) Ms. Stokes, $50,000 for 15 years.

Each Retirement Agreement provides for a reduced benefit in the event that the employee terminates his or her employment prior to reaching ~~age 65.~~the required age. If the termination is voluntary and without “good ~~reason,”~~ reason” (as defined in the Retirement ~~Agreements (with reference to that term as defined in any employment agreement between the employee and the Company)~~Agreements), then the termination benefit is equal to the liability balance then accrued in the Company’s accounting records for the employee, to be paid out in monthly installments ratably over a period of 10 ~~years commencing at age 65;~~years; however, Mr. ~~Hortman does not become vested in this benefit until after the five-year anniversary of the date of his Retirement Agreement, and each of Messrs. Zember and Edwards does~~LaHaise will not become vested in this benefit until after the 10-year anniversary of the date of his Retirement Agreement. Messrs. Bassett and Edwards and Ms. Stokes vested with respect to this benefit in November 2022. If the termination of employment is involuntary and without ~~“cause,”~~ “cause” (as defined in the Retirement ~~Agreements (with reference to that term as defined in any employment agreement between the employee and the Company)~~Agreements), or is voluntary but with good reason, then the termination benefit is equal to the liability balance then accrued in the Company’s accounting records for the employee, to be paid out in monthly installments ratably over a period of 10 years commencing at ~~age 65, without a time-vesting precondition.~~retirement age. If the employee is terminated for cause at any time, then all remaining benefits under his or her Retirement Agreement will be forfeited.

Each Retirement Agreement also provides that if the applicable employee dies prior to reaching the required age, ~~65,~~ then the annual retirement benefit ~~amount set forth above~~ will be payable in monthly installments to the employee’s beneficiary for a period of 10 years, commencing upon the employee’s death. In addition, if the employee becomes disabled prior to reaching the required age, ~~65,~~ then the employee will be entitled to a benefit equal to the liability balance then accrued in the Company’s accounting records for the employee, to be paid out in monthly installments ratably over a period of ~~five~~10 years, commencing at the time of disability. ~~The~~

Under the Retirement Agreement, ~~with Mr. Hortman further provides~~the following terms shall have the accompanied meanings:

(i)

“cause” means: (a) the commission of an act by the employee involving gross negligence, willful misconduct or moral turpitude that ~~following~~is materially damaging to the business, customer relations, operations or prospects of the Company or the Bank that brings the Company or the Bank into public disrepute or disgrace; (b) the commission of an act by the employee constituting dishonesty or fraud against the Company or the Bank; (c) the employee is convicted of, or pleads guilty or nolo contendere to, any crime involving breach of trust or moral turpitude or any felony; or (d) a ~~“change in control” (defined~~consistent pattern of failure by the employee to ~~mean~~follow the reasonable written instructions or policies of the employee’s supervisor or the Board.

(ii)

“good reason” means: (a) a

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~~change~~ material reduction in the ~~ownership~~employee’s rate of regular compensation from the Bank; (b) a relocation of the employee’s principal place of employment by more than 50 miles, other than to an office or ~~effective control~~location closer to the employee’s home residence and except for required travel on Bank business to an extent substantially consistent with the employee’s business travel obligations as of the date of relocation; or (c) a material reduction in the employee’s authority, duties, title or responsibilities, other than any change resulting solely from a change in the ~~ownership of a substantial portion~~publicly-traded status of the ~~assets~~Company or the Bank; provided, however, that the employee must provide timely notice to the Company and the Bank of the condition the employee contends is Good Reason, and the Company and the Bank ~~as provided in Section 409A of the IRC), Mr. Hortman will be entitled to receive the annual retirement benefit amount set forth above in monthly installments for~~must have a period of ~~10 years commencing at age 65, without regard~~30 days to ~~whether he continues to be employed by~~remedy the ~~Bank until reaching age 65.~~

Good Reason.

Executive officers are also eligible to participate in our 401(k) and profit sharing retirement plan, which is a Company-wide, tax-qualified retirement plan. The intent of this plan is to provide all employees with a tax-advantaged savings opportunity for retirement. We sponsor this plan to help employees in all levels of the Company save and accumulate assets for use during their retirement. As required, eligible pay under this plan is capped at annual limits in the ~~IRC.~~Code. The Company offers a discretionary match to employee contributions based upon the performance of the Company and subject to the approval of the Board. Company contributions to the 401(k) and profit sharing plan vest in equal annual installments over a five-year period.

In addition, we also provide our employees with an employee stock purchase plan, which provides the employee with the opportunity to purchase shares of Common Stock via payroll deduction. The

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minimum purchase is ~~$50,~~$25, and the plan does not provide discounts or look-back features. The plan covers the administrative costs involved in the purchase of the stock.

Health and Welfare Plans

The ~~named executive officers~~NEOs are eligible to participate in Company-sponsored benefit plans on the same terms and conditions as those generally provided to salaried employees. Basic health benefits, dental benefits and similar programs are provided to make certain that access to healthcare and income protection is available to our employees and their family members. Health benefits also include a Section 125 plan or a health savings account to provide for pre-tax deferral for non-reimbursable health expenses. The cost of Company-sponsored benefit plans is negotiated with the providers of such benefits, and the executive officers contribute to the cost of the benefits.

Employment

Severance Agreements

~~We currently maintain an employment agreement~~

On May 7, 2019, the Company and the Bank entered into a Severance Protection and Restrictive Covenants Agreement (each, a “Severance Agreement”) with each of ~~our named~~Messrs. Bassett, Edwards and LaHaise and Ms. Stokes. In the case of each of Messrs. Bassett, Edwards and LaHaise, the Severance Agreement replaced and superseded his prior employment agreement, which automatically terminated with the execution of the Severance Agreement. The Severance Agreements were entered into following a review of executive ~~officers. The employment agreements~~compensation matters conducted by the Compensation Committee during which the Compensation Committee determined to provide similar terms to all executive officers for the payment of severance ~~to the executive~~and other benefits upon aany termination of employment by the executive for “good reason” (as defined in the employment agreements) or by the Company without “cause” (as defined in the employment agreements). We do not maintain a separate severance plan for our named executive officers.their employment.

Each Severance ~~benefits for our named executive officers are limited to those set forth in the executive’s employment agreement and, if applicable, the executive’s Retirement Agreement.~~

The employment agreements provide that if (i) the severance payments payable in connection with termination of employment would result in the imposition of an excise tax under Section 4999 of the IRC and (ii) the after-tax amount retained by the executive after taking into account the excise tax would have a lesser aggregate value than the after-tax amount retained by the executive if the total payments were reduced so that the excise tax would not be incurred, then the Company shall reduce such payments to avoid the imposition of such excise tax.

~~Set forth below are the general terms and conditions of each employment agreement applicable to our named executive officers.~~

General Employment Agreement Provisions

All employment agreements limit severance benefits to a termination of employment by the executive for good reason or by the Company without cause. The following summarizes the definition of good reason as set forth in the employment agreements:

~~a material reduction in the executive’s authority, duties or responsibilities;~~

requiring the executive to materially change the geographic location from which the executive regularly performs his or her duties and services to the Company (not including a change in location which is closer to the executive’s home); or

~~a material breach by the Company of the executive’s employment agreement.~~

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~~The following summarizes the definition of cause as set forth in the employment agreements:~~

~~the executive’s willful and continued failure to perform his or her duties;~~

~~the executive’s willful misconduct or gross negligence in connection with the performance of his or her duties or the Company’s business;~~

~~the executive’s habitual substance abuse, conviction for a felony or crime of moral turpitude or willful theft, embezzlement or similar act of dishonesty against the Company;~~

~~the executive’s willful act which constitutes a material breach of his or her fiduciary duties to the Company;~~

~~the executive’s material breach of his or her employment agreement; or~~

any other conduct by the executive resulting in the permanent removal of the executive from his or her position as an officer or employee of the Company pursuant to an order by any banking regulatory agency.

Each employment agreement provides that the Company, in accordance with the policies and procedures of the Compensation Committee, will review each executive’s total compensation at least annually and may increase (but not decrease) the executive’s annual salary from the minimum amount set forth in the executive’s employment agreement. Additionally, each agreement specifies term, position and duties, salary and incentive eligibility, benefits, perquisites, expense reimbursement and vacation. In addition, each agreement includes non-compete and non-solicit covenants. Following are certain details with respect to each agreement.

Individual Employment Agreement Provisions

Edwin W. Hortman, Jr. — President and Chief Executive Officer

The Company entered into an executive employment agreement with Mr. Hortman effective as of December 15, 2014 (the “Hortman Employment Agreement”), replacing Mr. Hortman’s prior employment agreement with the Company and pursuant to which Mr. Hortman agreed to serve as President and Chief Executive Officer of the Company and as Chief Executive Officer of the Bank for a continuously (on a daily basis) renewing, three-year period until such time as either party gives written notice to the other party not to extend the term of the Hortman Employment Agreement beyond the date that is three years after the date specified in such notice. The Hortman Employment Agreement provides that Mr. Hortman will receive a minimum base salary of $485,000.

In addition, the Hortman Employment Agreement provides that Mr. Hortman is entitled to participate, as determined by the Compensation Committee, in all incentive plans of the Company (including short-term and long-term incentive plans and equity compensation plans) and in all employee benefit plans, practices, policies and programs provided by the Company applicable to its senior executives generally. The Hortman Employment Agreement further provides that, in the event of termination of ~~Mr. Hortman’s~~the executive’s employment by the Company without ~~cause~~“cause” (as defined in the Severance Agreement) or by ~~Mr. Hortman~~the executive for ~~good reason,~~“good reason” (as defined in the Severance Agreement), the Company will pay to ~~Mr. Hortman, in addition~~the executive, subject to the execution of a release of claims, certain accrued but unpaid amounts and the following severance benefits: (i) ~~an amount~~ equal ~~to three~~semi-monthly installments for two years in accordance with the Company’s normal payroll practices, totaling two times the sum of ~~his~~(a) the executive’s base salary and ~~his highest~~(b) the executive’s target cash bonus ~~earned with respect to any fiscal~~opportunity for the year ~~within~~in which the ~~three most recently completed fiscal years immediately preceding his date~~termination of ~~termination;~~employment occurred; (ii) a pro-rata portion of the cash bonus, if any, that hethe executive would have earned for the ~~fiscal~~ year during which ~~his~~the termination of employment occurred, based on the achievement of applicable performance goals; and (iii) reimbursement for any monthly COBRA premium paid for a period of as many as 18eighteen months. If a termination without cause or for good reason occurs at the time of, or within one year after, a “change of control” of the Company (as defined in the Severance Agreement), then the amounts described in clause (i) will be paid in a lump sum instead of installments.

In the event of termination of ~~Mr. Hortman’s~~the executive’s employment on account of ~~his~~the executive’s death or disability, the ~~Company will pay to Mr. Hortman~~executive (or his ~~estate~~ or ~~beneficiaries),~~her estate) will be entitled to receive, in addition to certain accrued but unpaid amounts, a pro-rata portion of the cash bonus, if any, that hethe executive would have otherwise earned for the ~~fiscal~~ year during which ~~his~~the termination of employment occurred, based on the achievement of applicable performance goals.

~~The Hortman Employment~~

Each Severance Agreement also includes certain restrictive covenants that limit ~~Mr. Hortman’s~~the executive’s ability to compete with the Company and the Bank and to solicit, or attempt to solicit, certain customers and ~~any employee of the Company and its subsidiaries and affiliates~~employees for a period of ~~up to three years after termination or to divulge certain confidential information concerning the Company for any purpose other than as necessary in performance of his duties to the Company.~~

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Dennis J. Zember Jr. — Executive Vice President and Chief Financial Officer

The Company entered into an executive employment agreement with Mr. Zember effective as of December 15, 2014 (the “Zember Employment Agreement”), replacing Mr. Zember’s prior employment agreement with the Company and pursuant to which Mr. Zember agreed to serve as Executive Vice President and Chief Financial Officer of the Company and the Bank. The Zember Employment Agreement has an initial term of two years, which initial term is automatically renewed for additional consecutive two-year terms unless timely notice of non-renewal is given by either the Company or Mr. Zember. The Zember Employment Agreement provides that Mr. Zember will receive a minimum base salary of $285,000.

In addition, the Zember Employment Agreement provides that Mr. Zember is entitled to participate, as determined by the Compensation Committee, in all incentive plans of the Company (including short-term and long-term incentive plans and equity compensation plans) and in all employee benefit plans, practices, policies and programs provided by the Company applicable to its senior executives generally. The Zember Employment Agreement further provides that, in the event of termination of Mr. Zember’s employment by the Company without cause or by Mr. Zember for good reason, the Company will pay to Mr. Zember, in addition to certain accrued but unpaid amounts, (i) an amount equal to two times the sum of his salary and his highest cash bonus earned with respect to any fiscal year within the three most recently completed fiscal years immediately preceding his date of termination; (ii) a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals; and (iii) reimbursement for any monthly COBRA premium paid for a period of as many as 18 months. In the event of termination of Mr. Zember’s employment on account of his death or disability, the Company will pay to Mr. Zember (or his estate or beneficiaries), in addition to certain accrued but unpaid amounts, a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals.

The Zember Employment Agreement also includes certain restrictive covenants that limit Mr. Zember’s ability to compete with the Company and to solicit, or attempt to solicit, certain customers and any employee of the Company and its subsidiaries and affiliates for a period of up to two years after termination or to divulge certain confidential information concerning the Company or the Bank for any purpose other than as necessary in the executive’s performance of his or her duties.

Under the Severance Agreement, the following terms have the accompanied meanings:

(i)

“cause” means: (a) the willful and continued failure of the employee to perform the employee’s duties with the Company and the Bank, other than any such failure resulting from disability, or to follow the directives of the Board or a more senior executive of the Company or the Bank, following written notice; (b) the employee’s willful misconduct or gross negligence in connection with the Company’s or the Bank’s business or relating to the ~~Company.~~

Andrew B. Cheney — Executive Vice President, Chief Operating Officeremployee’s duties under the Severance Agreement; (c) a willful act by the employee which constitutes a material breach of

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the employee’s fiduciary duty to the Company or the Bank; (d) the employee’s habitual substance abuse; (e) the employee’s being convicted of, or pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude; (f) the employee’s willful theft, embezzlement or act of comparable dishonesty against the Company or the Bank; (g) a material breach by the employee of the Severance Agreement, which breach is not cured (if curable) by the employee within a specified period following notice; or (h) conduct by the employee that results in the permanent removal of the employee from the employee’s position as an officer or employee of the Company or the Bank pursuant to a written order by any banking regulatory agency with authority or jurisdiction over the Company or the Bank, as the case may be.

(ii)

“good reason” means: (a) a material reduction in the aggregate amount of the employee’s base salary plus annual and ~~Banking Group President~~

~~The~~long-term incentive compensation opportunities; (b) a material diminution in the employee’s authority, duties or responsibilities; (c) a material change in the geographic location at which the employee must regularly perform the services to be performed by the employee pursuant to the Severance Agreement; and (d) any other action or inaction that constitutes a material breach by the Company ~~entered into~~and the Bank of the Severance Agreement; provided, however, that the employee must provide notice to the Company and the Bank of the condition the employee contends is good reason within 90 days after the initial existence of the condition, and the Company and the Bank must have a period of 30 days to remedy the condition. If the condition is not remedied within such 30-day period, then the employee must provide a notice of termination within 30 days after the end of the remedy period.

(iii)

“change of control” means, subject to certain exceptions, the occurrence of any of the following events: (a) any individual, entity or group (a “Person”) becomes the beneficial owner of 30% or more of either (1) the then-outstanding shares of Common Stock (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, the following acquisitions shall not constitute a change of control: (w) any acquisition directly from the Company; (x) any acquisition by the Company; (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company; or (z) any acquisition pursuant to a transaction that complies with clauses (c)(1), (c)(2) and (c)(3) below; (b) individuals who, as of the effective date of the Severance Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date whose election, or nomination for election by our shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an ~~executive~~actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (c) consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries, in each case unless, following such business combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such business combination beneficially own, directly or indirectly, greater than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent governing body), as the case may be, of the entity resulting from such business combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such business combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such business combination or any employee benefit plan (or related

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trust) of the Company or such entity resulting from such business combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation (or equivalent securities) resulting from such business combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the business combination, and (3) at least a majority of the members of the board of directors (or equivalent governing body) of the entity resulting from such business combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such business combination; or (d) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

We do not maintain a separate severance plan for Mr. Proctor. Severance benefits for Mr. Proctor are limited to those set forth in the Company’s employment agreement with Mr. ~~Cheney effective as of December 15, 2014~~Proctor (the ~~“Cheney~~“Proctor Employment Agreement”), replacing Mr. Cheney’s prior employment agreement with the Company and pursuant to which Mr. Cheney agreed to serve as Executive Vice President, Chief Operating Officer and Banking Group President of the Company and as President and Chief Operating Officer of the Bank. The Cheney. See “Executive Compensation — Employment Agreement has an initial term of two years, which initial term is automatically renewed for additional consecutive two-year terms unless timely notice of non-renewal is given by either the Company or Mr. Cheney. The Cheney Employment Agreement provides that Mr. Cheney will receive a minimum base salary of $350,000.

In addition, the Cheney Employment Agreement provides that Mr. Cheney is entitled to participate, as determined by the Compensation Committee, in all incentive plans of the Company (including short-term and long-term incentive plans and equity compensation plans) and in all employee benefit plans, practices, policies and programs provided by the Company applicable to its senior executives generally. The Cheney Employment Agreement further provides that, in the event of termination of Mr. Cheney’s employment by the Company without cause or by Mr. Cheney for good reason, the Company will pay to Mr. Cheney, in addition to certain accrued but unpaid amounts, (i) an amount equal to two times the sum of his salary and his highest cash bonus earned with respect to any fiscal year within the three most recently completed fiscal years immediately preceding his date of termination; (ii) a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals; and (iii) reimbursement for any monthly COBRA premium paid for a period of as many as 18 months. In the event of termination of Mr. Cheney’s employment on account of his death or disability, the Company will pay to Mr. Cheney (or his estate or beneficiaries), in addition to certain accrued but unpaid amounts, a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals.

Agreements.”

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The Cheney Employment Agreement also includes certain restrictive covenants that limit Mr. Cheney’s ability to compete with the Company and to solicit, or attempt to solicit, certain customers and any employee of the Company and its subsidiaries and affiliates for a period of up to two years after termination or to divulge certain confidential information concerning the Company for any purpose other than as necessary in performance of his duties to the Company.

Jon S. Edwards — Executive Vice President and Chief Credit Officer

The Company entered into an executive employment agreement with Mr. Edwards effective as of December 15, 2014 (the “Edwards Employment Agreement”), replacing Mr. Edwards’s prior employment agreement with the Company and pursuant to which Mr. Edwards agreed to serve as Executive Vice President and Chief Credit Officer of the Company and the Bank. The Edwards Employment Agreement has an initial term of one year, which initial term is automatically renewed for additional consecutive one-year terms unless timely notice of non-renewal is given by either the Company or Mr. Edwards. The Edwards Employment Agreement provides that Mr. Edwards will receive a minimum base salary of $220,000.

In addition, the Edwards Employment Agreement provides that Mr. Edwards is entitled to participate, as determined by the Compensation Committee, in all incentive plans of the Company (including short-term and long-term incentive plans and equity compensation plans) and in all employee benefit plans, practices, policies and programs provided by the Company applicable to its senior executives generally. The Edwards Employment Agreement further provides that, in the event of termination of Mr. Edwards’s employment by the Company without cause or by Mr. Edwards for good reason, the Company will pay to Mr. Edwards, in addition to certain accrued but unpaid amounts, (i) an amount equal to the sum of his salary and his highest cash bonus earned with respect to any fiscal year within the three most recently completed fiscal years immediately preceding his date of termination; (ii) a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals; and (iii) reimbursement for any monthly COBRA premium paid for a period of as many as 18 months. In the event of termination of Mr. Edwards’s employment on account of his death or disability, the Company will pay to Mr. Edwards (or his estate or beneficiaries), in addition to certain accrued but unpaid amounts, a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals.

The Edwards Employment Agreement also includes certain restrictive covenants that limit Mr. Edwards’s ability to compete with the Company and to solicit, or attempt to solicit, certain customers and any employee of the Company and its subsidiaries and affiliates for a period of up to one year after termination or to divulge certain confidential information concerning the Company for any purpose other than as necessary in performance of his duties to the Company.

Stephen A. Melton — Executive Vice President and Chief Risk Officer

The Company entered into an executive employment agreement with Mr. Melton effective as of December 15, 2014 (the “Melton Employment Agreement”), pursuant to which Mr. Melton agreed to serve as Executive Vice President and Chief Risk Officer of the Company and the Bank. The Melton Employment Agreement has an initial term of one year, which initial term is automatically renewed for additional consecutive one-year terms unless timely notice of non-renewal is given by either the Company or Mr. Melton. The Melton Employment Agreement provides that Mr. Melton will receive a minimum base salary of $260,000.

In addition, the Melton Employment Agreement provides that Mr. Melton is entitled to participate, as determined by the Compensation Committee, in all incentive plans of the Company (including short-term and long-term incentive plans and equity compensation plans) and in all employee benefit plans, practices, policies and programs provided by the Company applicable to its senior executives generally. The Melton Employment Agreement further provides that, in the event of termination of Mr. Melton’s employment by the Company without cause or by Mr. Melton for good reason, the Company will pay to Mr. Melton, in addition to certain accrued but unpaid amounts, (i) an amount equal to the sum of his salary and his highest cash bonus earned with respect to any fiscal year within the three most recently completed fiscal years immediately preceding his date of termination; (ii) a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals; and

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(iii) reimbursement for any monthly COBRA premium paid for a period of as many as 18 months. In the event of termination of Mr. Melton’s employment on account of his death or disability, the Company will pay to Mr. Melton (or his estate or beneficiaries), in addition to certain accrued but unpaid amounts, a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals.

The Melton Employment Agreement also includes certain restrictive covenants that limit Mr. Melton’s ability to compete with the Company and to solicit, or attempt to solicit, certain customers and any employee of the Company and its subsidiaries and affiliates for a period of up to one year after termination or to divulge certain confidential information concerning the Company for any purpose other than as necessary in performance of his duties to the Company.

Other Compensation Program Aspects

Stock Ownership Requirements

To further ensure that the long-term interests of the Company’s senior management are aligned with those of ~~the Company’s~~our shareholders, the ~~named executive officers,~~NEOs, as well as the Company’s non-employee directors, ~~and other officers,~~ are required by the Company’s stock ownership guidelines to acquire and maintain a specified investment in the Company. Our current guidelines require our non-employee directors to own 10,000 shares of stock, with a five-year period provided to attain this level of ownership. (Directors serving at the time this ownership requirement was increased to 10,000 shares were given an additional year, to July 1, 2016, to achieve the required ownership level.)five times their annual cash retainer in Company stock. We require our ~~named executive officers~~Chief Executive Officer to own stock with a ~~book~~market value ~~(determined as of~~equivalent to six times the ~~end of the first quarter of each year)~~executive’s base salary and all other NEOs to own stock with a market value equivalent to three times the executive’s base salary. ~~Newly hired or promoted~~All executives and non-employee directors must retain 50% of the net shares issued in the form of equity awards (after vesting, net of any tax withholdings) until the ownership requirements are ~~provided a five-year timeframe to meet this ownership requirement.~~attained. During the annual review conducted in ~~June 2015,~~2022, it was determined that all ~~requirements~~conditions of our share ownership policy were ~~satisfied~~being met at that ~~time consistent with the applicable periods to achieve the required ownership levels.~~

time.

Insider Trading ~~Policy~~

Policy; Hedging Restrictions

The Board has adopted an insider trading ~~policy statement.~~policy. The provisions of this policy expressly prohibit directors, officers and other employees of the Company and its subsidiaries from trading, either directly or indirectly, in securities of the Company after becoming aware of material nonpublic information related to the Company. To further ensure adherence with this policy, guidelines have been established for blackout periods and for appropriate disclosure of internal information to external parties. The insider trading policy provides guidance as to what constitutes material information and when information becomes public. The insider trading policy addresses transactions by family members and under Company plans, as well as other transactions which may be prohibited, such as short-term trading, short sales, publicly trading in options, hedging transactions ~~margin purchases~~ and post-termination transactions. The policy discusses the consequences of an insider trading violation, additional trading restrictions and certain reporting requirements applicable to directors, officers and designated key employees.

The insider trading policy ~~requires~~also expressly prohibits all ~~senior~~ officers, ~~including all named executive officers,~~directors and employees of the Company and its subsidiaries from engaging in short sales of Company securities or engaging in any other type of transaction where they will earn a profit based on a decline in the Company’s stock price, or otherwise enter into any hedging or similar arrangement with respect to ~~provide written certification of their understanding of, and intent to comply with, the policy.~~

Company securities.

Equity Grant Policy and Practices

A grant of equity compensation to eligible persons generally is awarded on an annual basis. The Compensation Committee has adopted a schedule and process of reviewing the program provisions and grant levels in the first quarter of the year to coincide with the annual performance management compensation review process established by the Company for all officers and other employees. The Compensation Committee specifically approves all grants of equity compensation to ~~named executive officers,~~NEOs, other officers covered by Section 16(a) of the Exchange Act and other key employees, including the determination of the grant date for those awards.

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Compensation Program Risk

We do not believe that our compensation ~~programs encourage~~program encourages excessive or inappropriate risk-taking. The Compensation Committee annually reviews, with the assistance of the Company’s ~~senior risk officers,~~Chief Risk Officer, compensation arrangements, agreements and benefit plans of the Company made available to the ~~named executive officers~~NEOs and to all other employees of the Company to ensure that such arrangements, agreements and benefit plans do not encourage those employees to take unnecessary and excessive risks that could threaten the financial condition of the Company.

In connection with this review, the Compensation Committee reviews an inventory of its executive and non-executive compensation programs, with particular emphasis on incentive compensation plans or programs. The Compensation Committee evaluates, with the assistance of appropriate officers of the Company, the primary components of its compensation plans and practices to identify whether those components, either alone or in combination, properly balance compensation opportunities and risk. The Compensation Committee considers various risk-mitigating policies and terms adopted by the Company in connection with this analysis, including the Company’s stock ownership ~~guidelines,~~requirements, incentive compensation and clawback ~~policy.~~provisions. The Compensation Committee concluded, after such review, that the arrangements, agreements and benefit plans of the Company do not encourage those employees to take such risks. The Compensation Committee expects to continue monitoring and periodically evaluating these incentive compensation arrangements, agreements and benefit plans at least annually, as part of the Company’s oversight of risk management for the organization.

Tax Deductibility

Compensation Committee Interlocks and Insider Participation

None of ~~Executive Officer Compensation~~

~~Section 162(m)~~Messrs. Bullard, Hill, Jeter or Stern, each of ~~the IRC generally disallows~~whom is a tax deduction to public companies for compensation over $1 million paid to a corporation’s Chief Executive Officer and the four other most highly compensated executive officers. In connection with the compensationmember of ~~our named executive officers,~~ the Compensation Committee, is aware of Section 162(m) as it relates to deductibility of qualifying compensation paid to our named executive officers. The Compensation Committee gives strong consideration to the deductibility of compensation in making its compensation decisions for executive officers, while balancing the goal of maintainingor has been an executive compensation program that will enable the Company to attract and retain qualified executives with the goal of maximizing the creation of long-term shareholder value. Accordingly, if it is deemed necessary and in the best interestsofficer or employee of the Company, the Compensation Committee may approve compensation to executive officers which exceeds the limits of deductibility. In this regard, certain portions of compensation paid to the NEOs may not be deductible for federal income tax purposes under Section 162(m).

Company.

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COMPENSATION COMMITTEE REPORT

Compensation Committee Report

The Compensation Committee has reviewed and discussed the ~~Compensation~~“Compensation Discussion and ~~Analysis contained~~Analysis” in this Proxy Statement with the Company’s management and, based on such review and discussions, has recommended to the Board that the ~~Compensation~~“Compensation Discussion and ~~Analysis~~Analysis” be included in this Proxy Statement.

Submitted by the Compensation Committee:

Leo J. Hill ~~(Chairman)~~
(Chair)
Rodney D. Bullard
Daniel B. Jeter
~~Robert P. Lynch~~

William H. Stern
~~Jimmy D. Veal~~

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SUMMARY COMPENSATION AND OTHER TABLES

Compensation Tables

Summary Compensation Table

The Summary Compensation Table below sets forth the total compensation awarded to, earned by or paid to our ~~named executive officers~~NEOs for ~~2013, 2014~~2020, 2021 and ~~2015.~~

2022.

Name and Principal Position Year Salary Bonus Stock
Awards⁽¹⁾ Option
Awards Non-Equity
Incentive Plan
Compensation Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings All Other
Compensation⁽²⁾ Total
Edwin W. Hortman, Jr.,
President and Chief Executive Officer 2015 $ 625,000 $ 585,938 $ 233,500 $ 0 $ 0 $ 320,764 $ 136,452 $ 1,901,654
2014 $ 485,000 $ 388,000 $ 225,859 $ 0 $ 0 $ 288,557 $ 63,788 $ 1,451,204
2013 $ 455,000 $ 200,000 $ 199,175 $ 0 $ 0 $ 257,444 $ 57,830 $ 1,169,449
Dennis J. Zember Jr.,
Executive Vice President and Chief Financial Officer 2015 $ 320,000 $ 204,000 $ 210,150 $ 0 $ 0 $ 37,394 $ 39,354 $ 810,898
2014 $ 285,000 $ 185,000 $ 175,076 $ 0 $ 0 $ 33,638 $ 9,080 $ 687,794
2013 $ 283,542 $ 100,000 $ 151,630 $ 0 $ 0 $ 29,366 $ 4,969 $ 569,507
Andrew B. Cheney,
Executive Vice President, Banking Group President and Chief Operating Officer 2015 $ 400,000 $ 255,000 $ 210,150 $ 0 $ 0 $ 0 $ 36,704 $ 901,854
2014 $ 350,000 $ 225,000 $ 200,099 $ 0 $ 0 $ 0 $ 30,084 $ 805,183
2013 $ 347,917 $ 200,000 $ 183,755 $ 0 $ 0 $ 0 $ 23,660 $ 755,332
Jon S. Edwards,
Executive Vice President, Chief Credit Officer and Director of Credit Administration 2015 $ 260,000 $ 136,500 $ 105,075 $ 0 $ 0 $ 45,053 $ 42,174 $ 588,802
2014 $ 220,000 $ 125,000 $ 100,050 $ 0 $ 0 $ 40,529 $ 14,337 $ 499,916
2013 $ 209,583 $ 50,000 $ 124,645 $ 0 $ 0 $ 35,115 $ 11,465 $ 430,808
Stephen A. Melton,
Executive Vice President and Chief Risk Officer 2015 $ 275,000 $ 144,375 $ 105,075 $ 0 $ 0 $ 0 $ 17,435 $ 541,885
2014 $ 260,000 $ 145,000 $ 100,050 $ 0 $ 0 $ 0 $ 15,136 $ 520,186
2013 $ 259,375 $ 50,000 $ 119,505 $ 0 $ 0 $ 0 $ 11,611 $ 440,491

Name and Principal Position	Year		Salary			Bonus			Stock Awards(1)(2)			Option Awards			Non-Equity Incentive Plan Compensation			Change in Pension Value and Nonqualified Deferred Compensation Earnings			All Other Compensation(3)			Total
H. Palmer Proctor, Jr. Chief Executive Officer		2022		$	879,167		$	0		$	2,008,597		$	0		$	1,465,458		$	0		$	50,201		$	4,403,423
		2021		$	850,000		$	0		$	1,317,066		$	0		$	1,219,240		$	0		$	51,200		$	3,437,506
		2020		$	850,000		$	0		$	893,793		$	0		$	938,131		$	0		$	58,377		$	2,740,301
Nicole S. Stokes Corporate Executive Vice President and Chief Financial Officer		2022		$	468,000		$	0		$	602,578		$	0		$	531,765		$	19,745		$	30,059		$	1,652,147
		2021		$	450,833		$	0		$	405,266		$	0		$	422,359		$	10,286		$	35,183		$	1,323,927
		2020		$	440,000		$	0		$	297,931		$	0		$	371,357		$	9,361		$	55,470		$	1,174,119
Lawton E. Bassett, III Corporate Executive Vice President, Chief Banking Officer and Bank President		2022		$	500,000		$	0		$	502,149		$	0		$	489,239		$	46,576		$	25,028		$	1,562,992
		2021		$	500,000		$	0		$	354,584		$	0		$	466,180		$	26,867		$	29,283		$	1,376,914
		2020		$	500,000		$	0		$	347,599		$	0		$	421,996		$	24,451		$	30,444		$	1,324,490
Jon S. Edwards Corporate Executive Vice President and Chief Credit Officer		2022		$	399,333		$	0		$	502,149		$	0		$	393,348		$	134,560		$	24,707		$	1,454,097
		2021		$	384,167		$	0		$	303,994		$	0		$	359,891		$	80,864		$	28,382		$	1,157,298
		2020		$	375,000		$	0		$	297,931		$	0		$	316,497		$	73,597		$	45,210		$	1,108,235
James A. LaHaise Corporate Executive Vice President and Chief Strategy Officer		2022		$	439,167		$	0		$	602,578		$	0		$	499,024		$	110,444		$	27,775		$	1,678,988
		2021		$	416,667		$	0		$	354,584		$	0		$	396,253		$	74,456		$	33,179		$	1,275,139
		2020		$	375,000		$	0		$	297,931		$	0		$	316,497		$	67,423		$	224,174		$	1,281,025

~~(1)~~

Represents the aggregate grant date fair values of the awards. For 2015, grants were made in the form of restricted stock, with 50% of the awards fully vesting after a three-year period and 50% of the awards vesting annually over a three-year period based on annual performance targets. For 2013 and 2014, grants were made in the form of restricted stock, with the awards fully vesting after a four-year period, with the exception of $25,760 of Mr. Hortman’s shares granted in 2014, which vested immediately.

(1)

Represents the aggregate grant date fair values of the awards. For all years presented, grants were made in the form of: (i) restricted stock awards, which vest in equal installments over a three-year period; (ii) IM PSUs, which are based on TBV Growth objectives over a three-year period; and (iii) TSR PSUs, which are based on relative ROTCE of the Company ranked in terms of a percentile in relation to the three-year ROTCE for the same period of a peer group consisting of the companies comprising the KRX and are subject to a TSR modifier comparing the TSR of the Company to that of the KRX. See the Grants of Plan-Based Awards under “Executive Compensation-Compensation Tables.”

(2)

The fair value of the performance stock units granted to each NEO as of the grant date, assuming maximum performance, is as follows: Mr. Proctor, $1,959,970; Ms. Stokes, $587,991; Mr. Bassett, $489,992; Mr. Edwards, $489,992; and Mr. LaHaise, $587,991.

(3)

Details on the amounts reported for All Other Compensation in 2022 are set forth in the following supplementary table.

Named Executive Officer	Auto Provision(a)			Dividends			Employer 401(k) Match			Health and Welfare(b)			Life Insurance
H. Palmer Proctor, Jr.		$	6,843		$	10,685		$	9,150		$	15,862		$	7,661
Nicole S. Stokes.		$	—		$	4,507		$	9,150		$	15,862		$	540
Lawton E. Bassett, III		$	3,303		$	4,692		$	9,150		$	7,055		$	828
Jon S. Edwards		$	—		$	4,022		$	9,150		$	9,159		$	2,376
James A. LaHaise		$	—		$	4,264		$	9,150		$	11,985		$	2,376

(a)

Amounts reported in the table reflect the personal-use levels of this perquisite.

(b)

Amounts incurred by the Company for the employer’s cost of providing health and welfare benefits.

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Grants of Plan-Based Awards

The Grants of Plan-Based Awards table ~~for more detail on vesting. See the Grants of Plan-Based Awards table for more detail on vesting.~~

~~(2)~~

~~Details on the amounts reported for “All Other Compensation” in 2015 are set forth in the following supplementary table:~~

Details on All Other Compensation Reported in the Summary Compensation Table for 2015
Named Executive Officer Auto
Provision^(a) Country
Club
Membership
and Dues Director
Fees^(b) Moving
Expense Dividends Employer
401(k)
Match Life
Insurance
Edwin W. Hortman, Jr. $ 1,438 $ 1,890 $ 86,833 $ 25,000 $ 10,965 $ 7,950 $ 2,376
Dennis J. Zember Jr. — $ 6,000 — $ 25,000 $ 7,814 — $ 540
Andrew B. Cheney $ 2,864 $ 12,198 — — $ 9,120 $ 7,950 $ 4,572
Jon S. Edwards — $ 2,867 — $ 25,000 $ 5,529 $ 7,950 $ 828
Stephen A. Melton $ 7,576 — — — $ 5,287 — $ 4,572

~~(a)~~

~~Amounts reported in the table reflect the personal-use levels of this perquisite.~~

~~TABLE OF CONTENTS~~

~~(b)~~

Reflects annual cash fees for Board service. Additional information regarding fees provided for Board responsibilities is set forth in the section of this Proxy Statement entitled “Compensation of Directors.”

Grants of Plan-Based Awards

~~The Grants of Plan-Based Awards Table~~ below sets forth the total number of equity awards granted in ~~2015~~2022 and the grant date fair values of those awards. The Grants of Plan-Based Awards ~~Table~~table should be read in conjunction with the Summary Compensation Table.

Name Grant Date Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards Estimated Future Payouts
Under Equity Incentive
Plan Awards All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) Exercise or
Base Price
of Option
Awards
($/Sh) Grant Date
Fair Value
of Stock
and Option
Awards⁽¹⁾
Threshold
($) Target
($) Max
($) Threshold
(#) Target
(#) Max
(#)
Edwin W. Hortman, Jr. 1/20/2015 — — — — — — 10,000 — — $ 233,500
Dennis J. Zember Jr. 1/20/2015 — — — — — — 9,000 — — $ 210,150
Andrew B. Cheney 1/20/2015 — — — — — — 9,000 — — $ 210,150
Jon S. Edwards 1/20/2015 — — — — — — 4,500 — — $ 105,075
Stephen A. Melton 1/20/2015 — — — — — — 4,500 — — $ 105,075

~~(1)~~

Amounts granted pursuant to the Company’s 2014 Omnibus Equity Compensation Plan as described in the Compensation Discussion and Analysis included in this Proxy Statement. Assumptions used to calculate fair market value are provided in Note 18 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1)

Estimated Future Payouts
Under Equity
Incentive Plan Awards(2)

The amounts shown under the Target column reflect the possible payment if performance measures are achieved at Target level under the short-term incentive plan as approved by the Board on February 24, 2022. The amounts shown under the Threshold column reflect the possible minimum payment level under the short-term incentive plan, which is 50% of Target. The amounts shown under the Maximum column reflect the maximum possible payment under the short-term incentive plan, which is 170% of Target.

Amounts represent the estimated Threshold, Target and Maximum payouts as of the grant date for the NEOs’ 2022 awards of performance stock units. The actual value realized by the NEO for the 2022 performance stock units will not be determined until the time of vesting.

Amounts represent the NEOs’ 2022 restricted stock award. The grant date fair value of the restricted stock awards approved by the Board for all NEOs and granted on February 24, 2022 was $47.71 per share.

Amounts granted pursuant to the 2021 Plan as described in the “Executive Compensation-Compensation Discussion and Analysis.” Assumptions used to calculate fair market value are provided in Note 15 to the Company’s consolidated financial statement included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Outstanding Equity Awards at Fiscal Year-End

The Outstanding Equity Awards at Fiscal Year-End table below sets forth information regarding the outstanding equity awards held by the ~~named executive officers~~NEOs at December 31, ~~2015.~~2022. The value of stock awards is based on ~~$33.99,~~$47.14, the reported closing price of one share of Common Stock on December 31, ~~2015.~~

Name Option Awards Stock Awards Date Equity
Fully Vests
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) Options
Exercise
Price Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) Market
Value of
Shares or
Units of
Stock That
Have Not
Vested 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
Edwin W. Hortman, Jr. 20,563 0 0 $ 22.23 6/13/2017
   25,703 0 0 $ 14.76 2/19/2018
   15,422 0 0 $ 7.47 1/20/2019
                  17,300 $ 588,095       3/20/2016 ⁽¹⁾
                  15,500 $ 526,845       3/15/2016 ⁽²⁾
                  9,524 $ 323,721       2/15/2017 ⁽²⁾
                  10,000 $ 339,900       1/31/2018 ⁽⁵⁾
Dennis J. Zember Jr 514 0 2,056 $ 20.19 5/16/2016             1/31/2011 ⁽³⁾
   12,338 0 0 $ 22.23 6/13/2017
   7,711 0 0 $ 14.76 2/19/2018
   15,422 0 0 $ 7.47 1/20/2019
                  9,500 $ 322,905       3/20/2016 ⁽¹⁾
                  11,800 $ 401,082       3/15/2016 ⁽²⁾
                  8,333 $ 283,239       2/15/2017 ⁽²⁾
                  9,000 $ 305,910       1/31/2018 ⁽⁵⁾
Andrew B. Cheney 10,281 0 0 $ 5.55 2/17/2019
                  11,400 $ 387,486       3/20/2016 ⁽¹⁾
                  14,300 $ 486,057       3/15/2016 ⁽²⁾
                  9,524 $ 323,721       2/15/2017 ⁽²⁾
                  9,000 $ 305,910       1/31/2018 ⁽⁵⁾
Jon S. Edwards 823 0 3,290 $ 20.19 5/16/2016             1/31/2011 ⁽⁴⁾
   8,225 0 0 $ 22.23 6/13/2017
   5,141 0 0 $ 14.76 2/19/2018
                  7,600 $ 258,324       3/20/2016 ⁽¹⁾
                  9,700 $ 329,703       3/15/2016 ⁽²⁾
                  4,762 $ 161,860       2/15/2017 ⁽²⁾
                  4,500 $ 152,955       1/31/2018 ⁽⁵⁾
Stephen A. Melton
                  4,000 $ 135,960       3/20/2016 ⁽¹⁾
                  9,300 $ 316,107       3/15/2016 ⁽²⁾
                  4,762 $ 161,860       2/15/2017 ⁽²⁾
                  4,500 $ 152,955       1/31/2018 ⁽⁵⁾
2022.

~~(1)~~

~~Restricted stock fully vests after four years.~~

~~(2)~~

~~Restricted stock fully vests after three years and based on the achievement of established performance goals for the most recently completed fiscal year prior to that date.~~

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~~(3)~~

~~Options vest in equal annual installments over a five-year period.~~

~~(4)~~

Options vest in five equal installments with the initial tranche vesting on January 31, 2007 based on the achievement of an established performance goal for fiscal 2006. Additional tranches vest on each following 12-month anniversary based on the achievement of established performance goals for the most recently completed fiscal year prior to that date. Should any single year tranche fail to vest due to a failure to meet the performance goal for that year, the foregoing award may vest in the final year if the final year’s goal is attained.

~~(5)~~

Restricted shares vest 50% in three equal installments with the initial tranche vesting on January 31, 2016 based on the achievement of an established performance goal for fiscal 2015. Additional tranches vest on each following 12-month anniversary based on the achievement of established performance goals for the most recently completed fiscal year prior to that date. Performance goals for each tranche will be set by the Board and will consist of both quantitative and qualitative criteria customized to the employee. The remaining 50% fully vests after three years.

Option Exercises

Name	Award Type	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested			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			Date Equity Fully Vests
H. Palmer Proctor, Jr.	RSA		4,678		$	220,521							2/18/2023(1)
	RSA		6,986		$	329,320							2/24/2023(2)
	RSA		5,827		$	274,685							3/11/2023(3)
	IM PSU(8)							7,017		$	330,781		12/31/2023(4)
	TSR PSU(8)							7,016		$	330,734		12/31/2023(5)
	RSA		4,677		$	220,474							2/18/2024(1)
	RSA		6,987		$	329,367							2/24/2024(2)
	IM PSU(8)							10,480		$	494,027		12/31/2024(6)
	TSR PSU(8)							10,480		$	494,027		12/31/2024(7)
	RSA		6,987		$	329,367							2/24/2025(2)
Nicole S. Stokes	RSA		1,439		$	67,834							2/18/2023(1)
	RSA		2,096		$	98,805							2/24/2023(2)
	RSA		1,943		$	91,546							3/11/2023(3)
	IM PSU(8)							2,159		$	101,775		12/31/2023(4)
	TSR PSU(8)							2,159		$	101,775		12/31/2023(5)
	RSA		1,439		$	67,834							2/18/2024(1)
	RSA		2,096		$	98,805							2/24/2024(2)
	IM PSU(8)							3,144		$	148,208		12/31/2024(6)
	TSR PSU(8)							3,144		$	148,208		12/31/2024(7)
	RSA		2,096		$	98,805							2/24/2025(2)
Lawton E. Bassett, III	RSA		1,259		$	59,349							2/18/2023(1)
	RSA		1,746		$	82,306							2/24/2023(2)
	RSA		2,267		$	106,866							3/11/2023(3)
	IM PSU(8)							1,889		$	89,047		12/31/2023(4)
	TSR PSU(8)							1,889		$	89,407		12/31/2023(5)
	RSA		1,259		$	59,349							2/18/2024(1)
	RSA		1,747		$	82,354							2/24/2024(2)
	IM PSU(8)							2,620		$	123,507		12/31/2024(6)
	TSR PSU(8)							2,620		$	123,507		12/31/2024(7)
	RSA		1,747		$	82,354							2/24/2025(2)

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Name	Award Type	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested			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			Date Equity Fully Vests
Jon S. Edwards	RSA		1,080		$	50,911							2/18/2023(1)
	RSA		1,746		$	82,306							2/24/2023(2)
	RSA		1,942		$	91,546							3/11/2023(3)
	IM PSU(8)							1,620		$	76,367		12/31/2023(4)
	TSR PSU(8)							1,619		$	76,320		12/31/2023(5)
	RSA		1,079		$	50,864							2/18/2024(1)
	RSA		1,747		$	82,354							2/24/2024(2)
	IM PSU(8)							2,620		$	123,507		12/31/2024(6)
	TSR PSU(8)							2,620		$	123,507		12/31/2024(7)
	RSA		1,747		$	82,354							2/24/2025(2)
James A. LaHaise	RSA		1,259		$	59,349							2/18/2023(1)
	RSA		2,096		$	98,805							2/24/2023(2)
	RSA		1,942		$	91,546							3/11/2023(3)
	IM PSU(8)							1,889		$	89,047		12/31/2023(4)
	TSR PSU(8)							1,889		$	89,047		12/31/2023(5)
	RSA		1,259		$	59,349							2/18/2024(1)
	RSA		2,096		$	98,805							2/24/2024(2)
	IM PSU(8)							3,144		$	148,208		12/31/2024(6)
	TSR PSU(8)							3,144		$	148,208		12/31/2024(7)
	RSA		2,096		$	98,805							2/24/2025(2)

RSA

= Restricted Stock Award

IM PSU

= Internal Metric Performance Stock Unit

TSR PSU

= Total Shareholder Return Performance Stock Unit

PBRSA

= Performance-based Restricted Stock Award

(1)

RSA granted on February 18, 2021, which vests in equal installments over a three-year period.

(2)

RSA granted on February 24, 2022, which vests in equal installments over a three-year period.

(3)

RSA granted on March 11, 2020, which vests in equal installments over a three-year period.

(4)

IM PSUs granted on February 18, 2021, which are based on TBV Growth objectives over a three-year period.

(5)

TSR PSUs granted on February 18, 2021, which are based on relative ROTCE of the Company ranked in terms of a percentile in relation to the three-year ROTCE for the same period of a peer group consisting of the companies comprising the KRX and are subject to a TSR modifier comparing the TSR of the Company to that of the KRX. The fair values of the TSR PSUs at the grant date were determined using a Monte Carlo simulation method.

(6)

IM PSUs granted on February 24, 2022, which are based on TBV Growth objectives over the three-year period.

(7)

TSR PSUs granted on February 24, 2022, which are based on relative ROTCE of the Company ranked in terms of a percentile in relation to the three-year ROTCE for the same period of a peer group consisting of the

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companies comprising the KRX and are subject to a TSR modifier comparing the TSR of the Company to that of the KRX. The fair values of the TSR PSUs at the grant date were determined using a Monte Carlo simulation method

(8)

Included at Target level.

Stock Vested

The ~~Option Exercises and~~ Stock Vested ~~Table~~table below reflects ~~stock options actually exercised by each of our named executive officers during 2015 and~~ restricted stock vesting during fiscal year ~~2015.~~

Name Option Awards Stock Awards
Number of
Shares
Acquired on
Exercise
(#) Value
Realized upon
Exercise Number of
Shares
Acquired on
Vesting
(#) Value Realized
on Vesting
Edwin W. Hortman, Jr. 7,608 $ 64,896 ⁽¹⁾ 20,000 $ 515,000 ⁽³⁾
Dennis J. Zember Jr. 17,486 $ 157,656 ⁽²⁾ 10,750 $ 276,813 ⁽³⁾
Andrew B. Cheney — $ — 14,500 $ 373,375 ⁽³⁾
Jon S. Edwards 2,056 $ 17,538 ⁽¹⁾ 8,825 $ 227,244 ⁽³⁾
2022.

~~(1)~~	~~Reflects the difference, for the aggregate number~~	Number of ~~shares acquired~~Shares Acquired on ~~exercise, between the closing price of $26.04 for one share of Common Stock~~Vesting (#)		Value Realized on ~~February 23, 2015 and the option awards’ exercise price of $17.51 for one share of Common Stock.~~ Vesting
H. Palmer Proctor, Jr.			37,129		$	1,767,966(1(6))
Nicole S. Stokes			23,335		$	1,138,245(2)(6)
Lawton E. Bassett, III			26,804		$	1,306,902(3)(6)
Jon S. Edwards			22,975		$	1,120,212(4)(6)
James A. LaHaise			23,155		$	1,129,229(5)(6)

~~(2)~~

Reflects the difference, for 12,337 shares acquired on exercise, between the closing price of $25.75 for one share of Common Stock on February 13, 2015 and the option awards’ exercise price of $16.41 for one share of Common Stock, and the difference, for 5,149 shares acquired on exercise, between the closing price of $25.75 for one share of Common Stock on February 13, 2015 and the option awards’ exercise price of $17.51 for one share of Common Stock.

~~(3)~~

~~Reflects the value of shares at the closing price of $25.75 for one share of Common Stock on February 13, 2015.~~

(1)
Reflects the value of 4,678 shares at the closing price of $50.09 for one share of Common Stock on February 18, 2022, the value of 5,828 shares at the closing price of $47.81 for one share of Common Stock on March 11, 2022 and the value of 26,623 shares at the closing price of $47.14 for one share of Common Stock on December 31, 2022.

(2)
Reflects the value of 1,440 shares at the closing price of $50.09 for one share of Common Stock on February 18, 2022, the value of 11,079 shares at the closing price of $50.09 for one share of Common Stock on February 19, 2022, the value of 1,943 shares at the closing price of $47.81 for one share of Common Stock on March 11, 2022 and the value of 8,873 shares at the closing price of $47.14 for one share of Common Stock on December 31, 2022.

(3)
Reflects the value of 1,260 shares at the closing price of $50.09 for one share of Common Stock on February 18, 2022, the value of 12,927 shares at the closing price of $50.09 for one share of Common Stock on February 19, 2022, the value of 2,266 shares at the closing price of $47.81 for one share of Common Stock on March 11, 2022 and the value of 10,354 shares at the closing price of $47.14 for one share of Common Stock on December 31, 2022.

(4)
Reflects the value of 1,080 shares at the closing price of $50.09 for one share of Common Stock on February 18, 2022, the value of 11,079 shares at the closing price of $50.09 for one share of Common Stock on February 19, 2022, the value of 1,943 shares at the closing price of $47.81 for one share of Common Stock on March 11, 2022 and the value of 8,873 shares at the closing price of $47.14 for one share of Common Stock on December 31, 2022.

(5)
Reflects the value of 1,260 shares at the closing price of $50.09 for one share of Common Stock on February 18, 2022, the value of 11,079 shares at the closing price of $50.09 for one share of Common Stock on February 19, 2022, the value of 1,943 shares at the closing price of $47.81 for one share of Common Stock on March 11, 2022 and the value of 8,873 shares at the closing price of $47.14 for one share of Common Stock on December 31, 2022.

(6)
Includes the value of 26,623, 8,873, 10,354, 8,873, 8,873 shares for Proctor, Stokes, Bassett, Edwards and LaHaise, respectively, vested on December 31, 2022 pursuant to performance stock units granted March 11, 2020. The shares were issued to each of the executives on February 23, 2023, upon certification by the Compensation Committee and approval of the Board.

Pension Benefits

The Pension Benefits table below provides information regarding the Retirement Agreements in effect during ~~2015.~~

Name Plan Name Number of
Years
Credited
Service⁽¹⁾ Present Value of
Accumulated
Benefit⁽²⁾ Payments
During Last
Fiscal Year
Edwin W. Hortman, Jr. SERP Agreement 11-7-12 3 $ 904,817 $ 0
Dennis J. Zember Jr. SERP Agreement 11-7-12 3 $ 105,480 $ 0
Jon S. Edwards SERP Agreement 11-7-12 3 $ 127,086 $ 0
2022.

~~(1)~~

~~Each SERP agreement was entered into on November 7, 2012, and the number of years credited service began on that date.~~

~~(2)~~

~~Present value amounts represent the current liability included in the Company’s accounting records for each of the named executive officers under his respective SERP agreement.~~

Name	Plan Name	Number of Years Credited Service(1)		Present Value of Accumulated Benefit(2)			Payments During Last Fiscal Year
H. Palmer Proctor, Jr.	—		—			—		—
Nicole S. Stokes	SERP Agreement 11-7-2012		10		$	84,978		—
Lawton E. Bassett, III.	SERP Agreement 11-7-2012		10		$	217,196		—
Jon S. Edwards	SERP Agreement 11-7-2012		10		$	649,733		—
James A. LaHaise	SERP Agreement 11-10-2015		7		$	469,013		—

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(1)

The number of years credited service began on the respective date of the Retirement Agreement.

(2)

Present value amounts represent the current liability included in the Company’s accounting records for each of the NEOs under his or her respective Retirement Agreement.

Nonqualified Deferred Compensation

~~The~~

Prior to January 2020, the Company ~~does~~did not maintain for the ~~named executive officers~~NEOs a defined contribution or other plan providing for the deferral of compensation on a nonqualified basis.

Commencing with 2020, NEOs, as well as certain other officers whom the Board or its designee has specified as eligible for participation, may elect to defer amounts of compensation in addition to that which may be deferred under the Company’s 401(k) plan. Any amounts deferred by a participant would be deducted each pay period in which the participant has compensation during the period of participation. Upon written notice by December 31 of each year, a participant may increase, decrease or discontinue the deferral election for the following year. A participant’s interest in the account is 100% vested and non-forfeitable.

The Nonqualified Deferred Compensation table below provides information regarding deferred compensation during 2022.

Name	Executive Contributions in Last FY	Registrant Contributions in Last FY		Aggregate Earnings in Last FY			Aggregate Withdrawals/ Distributions		Aggregate Balance at Last FYE
H. Palmer Proctor, Jr.	—		—			—		—			—
Nicole S. Stokes	—		—			—		—			—
Lawton E. Bassett, III.	$163,163		—		$	(31,572)		—		$	224,849
Jon S. Edwards	—		—			—		—			—
James A. LaHaise	—		—			—		—			—

Potential Payments Upon Termination or Change in Control

The following discussion presents the potential payments for each ~~named executive officer~~NEO upon a termination of employment or change in control. Pursuant to applicable SEC rules, the analysis contained in this discussion does not consider or include payments made to a ~~named executive officer~~NEO with respect to contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation in favor of ~~named executive officers~~NEOs of the Company and that are available generally to all salaried employees. The actual amounts that would be paid upon a ~~named executive officer’s~~NEO’s termination of employment can only be determined at the time of such executive officer’s termination. Due to the number of factors that affect the nature and amount of any compensation or benefits provided upon the termination events, any actual amounts paid or distributed may be higher or lower than reported below. Among other factors that could affect these amounts are the timing during the year of any such event and our stock price.

In accordance with applicable SEC rules, the following discussion assumes that: (i) the termination event in question occurred on December 31, ~~2015;~~2022; and (ii) with respect to calculations based on our stock price, the applicable price is ~~$33.99,~~$47.14, which is the reported closing price of one share of Common Stock on December 31, ~~2015.~~

2022.

The ~~employment agreements~~Proctor Employment Agreement and the Severance Agreements between the Company and all of the ~~named executive officers~~NEOs (except for Mr. Proctor), require the Company to make certain severance payments and provide severance benefits to the applicable executive upon the termination of the executive’s employment with the Company by the executive for “good reason” or by the Company without “cause.” The employment agreements between the Company and all of the named executive officers also require that, upon the termination of an executive by reason of the executive’s death or disability, the Company pay to the applicable executive a pro-rata portion of the cash bonus, if any, that the executive would have earned for the fiscal year during which the executive’s termination occurred, based on the achievement of applicable performance goals. There are no severance payments otherwise required under the ~~employment agreements,~~Proctor Employment Agreement or the Severance Agreements, including in connection with voluntary termination/early retirement or involuntary termination for cause. However, the Retirement Agreements provide for potential payments to certain of the ~~named executive officers~~NEOs upon a termination of their employment. These payments are discussed under “Executive Compensation — Compensation Discussion and Analysis — Process for Determining Executive Officer Compensation — Retirement Benefits” in ~~greater detail in the section of~~ this Proxy ~~Statement entitled “Retirement Benefits.”~~

~~For purposes of the employment agreements, “good reason” is generally defined to mean that the executive has determined in good faith that one or more of the following events has occurred:~~

~~a material reduction in the executive’s authority, duties or responsibilities;~~

the executive has been required to materially change the geographic location from which the executive regularly performs his or her duties and services to the Company (not including a change in location which is closer to the executive’s home); or

~~a material breach by the Company of the executive’s employment agreement.~~

~~For purposes of the employment agreements, “cause” is generally defined as:~~

~~the executive’s willful and continued failure to perform his or her duties;~~

~~the executive’s willful misconduct or gross negligence in connection with the performance of the executive’s duties or the Company’s business;~~

~~the executive’s habitual substance abuse, conviction for a felony or crime of moral turpitude or willful theft, embezzlement or similar act of dishonesty against the Company;~~

~~a willful act by the executive which constitutes a material breach of his or her fiduciary duties to the Company;~~Statement.

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~~the executive’s material breach of his or her employment agreement; or~~

~~any other conduct by the executive resulting~~

The Proctor Employment Agreement provides that, in the ~~permanent removal~~event of ~~the executive from his or her position as an officer or employee~~termination of ~~the Company pursuant to an order by any banking regulatory agency.~~

~~If a named executive officer terminates his or her~~Mr. Proctor’s employment ~~under the executive’s employment agreement for “good reason” or if the executive’s employment is terminated~~ by the Company without ~~“cause,” then~~cause or by Mr. Proctor for good reason, the ~~executive~~Company will ~~receive~~pay to Mr. Proctor, subject to the ~~following:~~

execution of a ~~lump sum amount~~release of claims, certain accrued but unpaid amounts and the following severance benefits:

•

A cash severance payment equal to ~~one times (in~~ the ~~case of Messrs. Edwards and Melton), two times (in~~excess of: (i) the ~~case of Messrs. Cheney and Zember) or~~product of: (a) three ~~times (in~~multiplied by (b) the ~~case of Mr. Hortman)~~executive’s “Final Compensation” (which is defined generally as the sum of the executive’s annual base salary and target annual cash bonus opportunity) over (ii) the amount described in the immediately following bullet, payable in installments over 36 months.

•

A cash payment equal to 60% of the annual base salary that would have been payable to the executive during the 18-month restrictive covenant period, payable in installments over 18 months.

•

Continued participation in employee welfare benefit programs for 18 months after the date of termination on the same basis as other executives (the “Welfare Benefits”).

•

A pro-rated annual cash bonus for the year in which termination occurs, determined assuming performance goals are satisfied at the target level (the “Pro-rated Bonus”).

•

Full vesting of any equity or other long-term incentive awards, with any applicable performance goals deemed satisfied at the greater of target and actual performance and with any stock options exercisable for the full remaining term thereof (the “LTI Benefits”).

In the event of termination of Mr. Proctor’s employment on account of his death or disability, Mr. Proctor (or his estate) will be entitled to receive, in addition to certain accrued but unpaid amounts, the Welfare Benefits, the Pro-rated Bonus and the LTI Benefits. The meanings of “cause” and “good reason” under Mr. Proctor’s Employment Agreement, and a further description of the terms of the Proctor Employment Agreement, are set forth under “Executive Compensation — Employment Agreements.”

Each Severance Agreement provides that, in the event of termination of the executive’s ~~highest~~employment by the Company without cause or by the executive for good reason, the Company will pay to the executive, subject to the execution of a release of claims, certain accrued but unpaid amounts and the following severance benefits: (i) equal semi-monthly installments for two years in accordance with the Company’s normal payroll practices, totaling two times the sum of (a) the executive’s base salary and (b) the executive’s target cash bonus ~~earned with respect to any fiscal~~opportunity for the year ~~within~~in which the ~~three most recently completed fiscal years immediately preceding the executive’s date~~termination of ~~termination;~~

employment occurred; (ii) a pro-rata portion of the cash bonus, if any, that the executive would have earned for the ~~fiscal~~ year during which the ~~executive’s~~ termination of employment occurred, based on the achievement of applicable performance goals; and

(iii) reimbursement for any monthly COBRA premium paid for a period of as many as 18eighteen months.

~~In addition, pursuant to~~ If a termination without cause or for good reason occurs at the ~~Company’s 2005 Omnibus Stock ownership and Long-Term Incentive Plan (the “2005 Plan”), which is operative now only with respect to the vesting~~time of, or ~~exercise~~within one year after, a “change of ~~awards previously granted, in the event an executive terminates his or her employment with~~control” of the Company ~~for “good reason”~~ (as defined in the ~~2005 Plan)~~Severance Agreement), ~~or is terminated by~~then the ~~Company other than for “cause”,~~amounts described in clause (i) will be paid in a lump sum instead of installments. In the event of termination of the executive’s employment on account of the executive’s death or disability, the executive (or his or her estate) will be entitled to receive, in ~~each case, within 12 months after~~addition to certain accrued but unpaid amounts, a pro-rata portion of the ~~date~~cash bonus, if any, that the executive would have otherwise earned for the year during which the termination of ~~a “change~~employment occurred, based on the achievement of ~~control” (as defined in the 2005 Plan), such executive’s equity~~applicable performance goals.

Equity awards ~~granted~~ under ~~the 2005 Plan will become fully vested and, in the case of options, fully exercisable. Under~~ the 2014 Plan ~~equity awards~~and the 2021 Plan automatically become fully vested and, in the case of options, fully exercisable upon death, disability or the occurrence of a “change of control” ~~(as~~(as defined in the 2014 ~~Plan)~~Plan or the 2021 Plan, as applicable).

The foregoing payments and benefits may be subject to reduction under the ~~named executive officers’ employment~~NEOs’ respective agreements in connection with certain tax matters. Those agreements provide that ifif: (i) the severance payable to the executive would be subject to the excise tax imposed under Section 4999 of the ~~IRC~~Code; and (ii) the after-tax amount retained by the executive after taking into account the excise tax would have a lesser aggregate value than the after-tax amount retained by the executive if the total payments were reduced to avoid the imposition of such tax, then such benefit payments shall be reduced to be the largest amounts that will result in no portion of the benefit payments being subject to the tax imposed by

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Section 4999. For purposes of Section 409A of the ~~IRC,~~Code, all of the ~~named executive officers’ employment~~NEOs’ respective agreements are structured to be in compliance with payment timing and other relevant requirements.

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The estimated severance benefits payable to each of the ~~named executive officers,~~NEOs, based upon a hypothetical termination of each ~~named executive officer~~NEO on December 31, ~~2015,~~2022, are presented in the following table. The following table also sets forth the benefits payable to each of the ~~named executive officers~~NEOs following a change of control of the ~~Company.~~Company (without regard to whether the NEOs’ employment is terminated in connection with such change of control). The amounts include cash, equity, welfare benefits and retirement benefits.

Compensation and Benefits Payable
Upon Termination Voluntary With
Good Reason
or Involuntary
Without Cause Voluntary or
Involuntary
For Cause Change of
Control⁽¹⁾ Death Disability
Edwin W. Hortman, Jr.

Base Salary $ 1,875,000 $ 0 $ 0 $ 0 $ 0
Cash Bonus $ 1,164,000 $ 0 $ 0 $ 0 $ 0
Pro-Rata Bonus $ 585,938 $ 0 $ 0 $ 585,938 $ 585,938
SERP $ 904,817 $ 0 $ 2,500,000 $ 2,500,000 $ 904,817
Intrinsic Value of Unvested Stock Options⁽²⁾ $ 0 $ 0 $ 0 $ 0 $ 0
Intrinsic Value of Unvested Restricted Stock⁽²⁾ �� $ 0 $ 0 $ 1,778,493 $ 0 $ 0
Health and Welfare Benefits⁽³⁾ $ 15,601 $ 0 $ 0 $ 0 $ 0
Total Benefit $ 4,545,356 $ 0 $ 4,278,493 $ 3,085,938 $ 1,490,755
Dennis J. Zember Jr.

Base Salary $ 640,000 $ 0 $ 0 $ 0 $ 0
Cash Bonus $ 370,000 $ 0 $ 0 $ 0 $ 0
Pro-Rata Bonus $ 204,000 $ 0 $ 0 $ 204,000 $ 204,000
SERP $ 105,480 $ 0 $ 0 $ 3,000,000 $ 105,480
Intrinsic Value of Unvested Stock Options⁽²⁾ $ 0 $ 0 $ 0 $ 0 $ 0
Intrinsic Value of Unvested Restricted Stock⁽²⁾ $ 0 $ 0 $ 1,313,136 $ 0 $ 0
Health and Welfare Benefits⁽³⁾ $ 8,833 $ 0 $ 0 $ 0 $ 0
Total Benefit $ 1,328,313 $ 0 $ 1,313,136 $ 3,204,000 $ 309,480
Andrew B. Cheney

Base Salary $ 800,000 $ 0 $ 0 $ 0 $ 0
Cash Bonus $ 450,000 $ 0 $ 0 $ 0 $ 0
Pro-Rata Bonus $ 255,000 $ 0 $ 0 $ 255,000 $ 255,000
SERP $ 0 $ 0 $ 0 $ 0 $ 0
Intrinsic Value of Unvested Stock Options⁽²⁾ $ 0 $ 0 $ 0 $ 0 $ 0
Intrinsic Value of Unvested Restricted Stock⁽²⁾ $ 0 $ 0 $ 1,503,174 $ 0 $ 0
Health and Welfare Benefits⁽³⁾ $ 18,732 $ 0 $ 0 $ 0 $ 0
Total Benefit $ 1,523,732 $ 0 $ 1,503,174 $ 255,000 $ 255,000
Jon S. Edwards

Base Salary $ 260,000 $ 0 $ 0 $ 0 $ 0
Cash Bonus $ 125,000 $ 0 $ 0 $ 0 $ 0
Pro-Rata Bonus $ 136,500 $ 0 $ 0 $ 136,500 $ 136,500
SERP $ 127,086 $ 0 $ 0 $ 1,500,000 $ 127,086
Intrinsic Value of Unvested Stock Options⁽²⁾ $ 0 $ 0 $ 0 $ 0 $ 0
Intrinsic Value of Unvested Restricted Stock⁽²⁾ $ 0 $ 0 $ 902,842 $ 0 $ 0

Compensation and Benefits Payable Upon Termination	Qualifying Termination Within 12 Months Following Change in Control			Change in Control (excluding other applicable benefits for termination)(1)				Voluntary With Good Reason or Involuntary Without Cause			Voluntary or Involuntary With Cause			Death			Disability
H. Palmer Proctor, Jr.
Base Salary		$	1,858,500		$	0			$	1,858,500		$	0		$	0		$	0
Cash Bonus		$	2,920,500		$	0			$	2,920,500		$	0		$	0		$	0
Pro-Rata Bonus		$	1,465,458		$	0			$	1,465,458		$	0		$	1,465,458		$	1,465,458
Non-Compete Payment		$	796,500		$	0			$	796,500		$	796,500		$	0		$	0
SERP		$	0		$	0			$	0		$	0		$	0		$	0
Acceleration of Unvested Equity Awards(2)		$	0		$	4,628,709			$	0		$	0		$	3,030,006		$	3,030,006
Health and Welfare Benefits(3)		$	30,331		$	0			$	30,331		$	0		$	30,331		$	30,331
Total Benefit		$	7,071,289		$	4,628,709			$	7,071,289		$	796,500		$	4,525,795		$	4,525,795
Nicole S. Stokes
Base Salary		$	942,000		$	0			$	942,000		$	0		$	0		$	0
Cash Bonus		$	706,500		$	0			$	706,500		$	0		$	0		$	0
Pro-Rata Bonus		$	531,765		$	0			$	531,765		$	0		$	531,765		$	531,765
SERP		$	84,978		$	0			$	84,978		$	0		$	500,000		$	84,978
Acceleration of Unvested Equity Awards(2)		$	0		$	1,409,234			$	0		$	0		$	926,919		$	926,919
Health and Welfare Benefits(3)		$	30,197		$	0			$	30,197		$	0		$	0		$	0
Total Benefit		$	2,295,440		$	1,409,234			$	2,295,440		$	0		$	1,958,684		$	1,542,662
Lawton E. Bassett, III
Base Salary		$	1,000,000		$	0			$	1,000,000		$	0		$	0		$	0
Cash Bonus		$	650,000		$	0			$	650,000		$	0		$	0		$	0
Pro-Rata Bonus		$	489,239		$	0			$	489,239		$	0		$	489,239		$	489,239
SERP		$	217,196		$	0			$	217,196		$	0		$	750,000		$	217,196
Acceleration of Unvested Equity Awards(2)		$	0		$	1,224,074			$	0		$	0		$	817,648		$	817,648
Health and Welfare Benefits(3)		$	11,270		$	0	��		$	11,270		$	0		$	0		$	0
Total Benefit		$	2,367,705		$	1,224,074			$	2,367,705		$	0		$	2,056,887		$	1,524,083
Jon S. Edwards
Base Salary		$	804,000		$	0			$	804,000		$	0		$	0		$	0
Cash Bonus		$	522,600		$	0			$	522,600		$	0		$	0		$	0
Pro-Rata Bonus		$	393,348		$	0			$	393,348		$	0		$	393,348		$	393,348
SERP		$	649,733		$	0			$	649,733		$	0		$	1,000,000		$	649,733
Acceleration of Unvested Equity Awards(2)		$	0		$	1,151,373			$	0		$	0		$	758,433		$	758,433
Health and Welfare Benefits(3)		$	30,887		$	0			$	30,887		$	0		$	0		$	0
Total Benefit		$	2,400,568		$	1,151,373			$	2,400,568		$	0		$	2,151,781		$	1,801,514

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Compensation and Benefits Payable
Upon Termination Voluntary With
Good Reason
or Involuntary
Without Cause Voluntary or
Involuntary
For Cause Change of
Control⁽¹⁾ Death Disability
Health and Welfare Benefits⁽³⁾ $ 10,581 $ 0 $ 0 $ 0 $ 0
Total Benefit $ 659,167 $ 0 $ 902,842 $ 1,636,500 $ 263,586
Stephen A. Melton

Base Salary $ 275,000 $ 0 $ 0 $ 0 $ 0
Cash Bonus $ 145,000 $ 0 $ 0 $ 0 $ 0
Pro-Rata Bonus $ 145,000 $ 0 $ 0 $ 145,000 $ 145,000
SERP $ 0 $ 0 $ 0 $ 0 $ 0
Intrinsic Value of Unvested Stock Options⁽²⁾ $ 0 $ 0 $ 0 $ 0 $ 0
Intrinsic Value of Unvested Restricted Stock⁽²⁾ $ 0 $ 0 $ 766,882 $ 0 $ 0
Health and Welfare Benefits⁽³⁾ $ 19,448 $ 0 $ 0 $ 0 $ 0
Total Benefit $ 584,448 $ 0 $ 766,882 $ 145,000 $ 145,000

~~(1)~~

With respect to awards granted under the 2005 Plan, assumes that a termination either for good reason or other than for cause, death or disability has occurred within 12 months following a change of control. With respect to SERP benefits and awards granted under the 2014 Plan, a termination of employment is not also required to receive the applicable benefit in the event of a change of control.

~~(2)~~

The intrinsic value of equity is based on a share price of $33.99, the closing price of the Common Stock as of December 31, 2015. The amounts presented for each named executive officer equal the total number of unvested awards that accelerate times the value of each award. Stock option value is $33.99 minus the specified exercise price of the option.

~~(3)~~

~~The value of health and welfare benefits is estimated based upon current premiums payable with respect to insurance coverage for each named executive officer as of December 31, 2015.~~

Compensation and Benefits Payable Upon Termination	Qualifying Termination Within 12 Months Following Change in Control			Change in Control (excluding other applicable benefits for termination)(1)			Voluntary With Good Reason or Involuntary Without Cause			Voluntary or Involuntary With Cause			Death			Disability
James A. LaHaise
Base Salary		$	884,000		$	0		$	884,000		$	0		$	0		$	0
Cash Bonus		$	663,000		$	0		$	663,000		$	0		$	0		$	0
Pro-Rata Bonus		$	499,024		$	0		$	499,024		$	0		$	499,024		$	499,024
SERP		$	469,013		$	0		$	469,013		$	0		$	1,000,000		$	469,013
Acceleration of Unvested Equity Awards(2)		$	0		$	1,351,712		$	0		$	0		$	882,914		$	882,914
Health and Welfare Benefits(3)		$	21,545		$	0		$	21,545		$	0		$	0		$	0
Total Benefit		$	2,536,582		$	1,351,712		$	2,536,582		$	0		$	2,381,938		$	1,850,951

(1)

With respect to awards granted under either the 2014 Plan or the 2021 Plan, a termination of employment is not also required to receive the applicable benefit in the event of a change of control.

(2)

The intrinsic value of equity is based on a share price of $47.14, the closing price of the Common Stock as of December 31, 2022. The amounts presented for each NEO equal the total number of unvested awards that accelerate times the value of each award.

(3)

The value of health and welfare benefits is estimated based upon current premiums payable with respect to insurance coverage for each NEO as of December 31, 2022.

Employment Agreements

At this time, Mr. Proctor is the only NEO who has an employment agreement with the Company. The Company and the Bank entered into the Proctor Employment Agreement in connection with the Company’s acquisition of Fidelity. The Proctor Employment Agreement became effective upon the closing of the acquisition on July 1, 2019. The Proctor Employment Agreement was amended on June 30, 2019 to provide that Mr. Proctor will serve as Chief Executive Officer of the Company and the Bank and as a member of the boards of directors of the Company and the Bank. The term of the Proctor Employment Agreement is three years; provided that commencing on the first anniversary of the effective date of the Proctor Employment Agreement, and on each annual anniversary thereafter (such date and each annual anniversary, a “Renewal Date”), unless previously terminated, the term of employment of Mr. Proctor will be automatically extended so as to terminate three years from such Renewal Date, unless at least 180 days prior to the Renewal Date, the Company gives notice to Mr. Proctor that his employment shall not be so extended. In consideration for his services, Mr. Proctor will be entitled to: (i) an annual base salary of $800,000 (which is subject to annual review for increase and has been increased to $885,000 effective March 1, 2022); (ii) incentive compensation opportunities that are no less favorable than those provided by Fidelity prior to its acquisition by the Company or, if more favorable, those provided to other senior executives of the Company, provided that the target annual incentive opportunities will not be less than 50% of Mr. Proctor’s annual base salary; and (iii) employee benefits and fringe benefits (including life insurance, vacation, reimbursement of club dues and automobile benefits) that are no less favorable than those provided by Fidelity prior to closing or, if more favorable, those provided to other senior executives of the Company.

The Proctor Employment Agreement provides that, in the event of termination of Mr. Proctor’s employment by the Company without “cause” (as defined in the Proctor Employment Agreement) or by Mr. Proctor for “good reason” (as defined in the Proctor Employment Agreement), the Company will pay to Mr. Proctor, subject to the execution of a release of claims, certain accrued but unpaid amounts and the following severance benefits:

•

A cash severance payment equal to the excess of: (i) the product of (a) three multiplied by (b) the executive’s “Final Compensation” (which is defined generally as the sum of the executive’s annual base salary and target annual cash bonus opportunity) over (ii) the amount described in the immediately following bullet, payable in installments over 36 months.

•

A cash payment equal to 60% of the annual base salary that would have been payable to the executive during the 18-month restrictive covenant period (as described below), payable in installments over 18 months.

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REPORT

•

Continued participation in employee welfare benefit programs for 18 months after the date of termination on the same basis as other executives.

•

A prorated annual cash bonus for the year in which termination occurs, determined assuming performance goals are satisfied at the target level.

•

The Proctor Employment Agreement also provide that the Company will maintain, during Mr. Proctor’s lifetime, life insurance policies in the aggregate face amount of $1.5 million. The Proctor Employment Agreement contains certain restrictive covenants, including a perpetual nondisclosure covenant and covenants concerning noncompetition and nonsolicitation of clients, customers and employees, each of which apply for 18 months following Mr. Proctor’s termination of employment.

Under the Proctor Employment Agreement:

•

“cause” means: (i) any act or omission requiring the Company to terminate the executive in order to comply with certain provisions of the Federal Deposit Insurance Act; (ii) the commission of a felony or any other crime involving moral turpitude or the pleading of nolo contendere to any such act; (iii) the commission of any act or acts of dishonesty when such acts are intended to result or result, directly or indirectly, in gain or personal enrichment of the executive or any related person or affiliated company and are intended to cause harm or damage to the Company or its subsidiaries; (iv) the illegal use of controlled substances; (v) the misappropriation or embezzlement of assets of the Company or its subsidiaries; (vi) the breach by the executive of certain restrictive covenants and confidentiality obligations set forth in the Proctor Employment Agreement; or (vii) the breach by the executive of any other material term or provision of the Proctor Employment Agreement; and

•

“good reason” means: (i) there is a material change in the executive’s position or responsibilities (including reporting responsibilities) which, in the executive’s reasonable judgment, represents an adverse change from the executive’s status, title, position or responsibilities; (ii) the assignment to the executive of any duties or responsibilities which are materially inconsistent with the position or responsibilities of the executive; (iii) any removal of the executive from or failure to reappoint or reelect the executive to any of the positions the executive held; (iv) there is a material reduction in the executive’s rate of base salary or a change in the manner the incentive compensation of the executive is calculated and such change will result in a reduction of the incentive compensation of the executive; (v) requiring the executive to relocate his principal business office to any place outside a 15-mile radius from the executive’s current place of employment in Atlanta, Georgia; (vi) the failure of the Company to continue in effect certain welfare plans, life insurance policies and other compensation plans or materially and adversely affecting certain fringe benefits; or (vii) the material breach of any provision of the Proctor Employment Agreement which is not timely corrected by the Company within a specified cure period.

CEO Pay Ratio

Consistent with the rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship between the annual total compensation of our employees and that of H. Palmer Proctor, Jr., our Chief Executive Officer (or “CEO”).

We identified our median employee based on the 2022 total gross earnings for all employees, excluding our CEO, who were employed by us as of December 31, 2022. We believe the use of total gross earnings is a consistently applied compensation measure in that it captures all of the components of earnings for all of our employees. We included full-time and part-time employees and annualized earnings for those employees who joined us during the year. We excluded contractors as they are used sparingly — representing less than one percent of our personnel.

After identifying the median employee based on total gross earnings, we calculated the annual total compensation for our median employee using the same methodology we use for our NEOs as set forth in the Summary Compensation Table included in “Executive Compensation — Compensation Tables.”

TABLE OF ~~THE AUDIT COMMITTEE~~CONTENTS

The median 2022 annual total compensation of all employees of the Company (other than our CEO) was $64,591, and the 2022 annual total compensation of our CEO was $4,403,423. Based on this information, for 2022, the ratio of the annual total compensation of our CEO to the median annual total compensation of all employees was 68:1.

TABLE OF ~~THE BOARD~~

CONTENTS

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between our NEOs’ compensation and certain measures of our financial performance. Further information about our pay-for-performance philosophy and how we align executive compensation with our performance is provided under “Executive Compensation — Compensation Discussion and Analysis.” The Compensation Committee did not consider the information in this “Pay Versus Performance” section in making its pay decisions for any of the years shown below. Pursuant to SEC rules, the information in this “Pay Versus Performance” section shall not be deemed to be incorporated by reference into any filing made by the Company with the SEC under the Securities Act or Exchange Act, unless expressly incorporated by specific reference into such filing.

Pay Versus Performance Table

The table below reflects compensation of our principal executive officer (“PEO”), who is our CEO, and the average compensation of our non-PEO NEOs during 2020 through 2022, both as reported in the Total column set forth in the Summary Compensation Table under “Executive Compensation — Compensation Tables — Summary Compensation Table,” and with certain adjustments to reflect the “Compensation Actually Paid”, as defined under SEC rules. In addition, the table provides our cumulative TSR, the cumulative TSR of our peer group (using the KBW Nasdaq Bank Index), our net income and our TBV Growth, which is the “company selected measure” chosen for purposes of this disclosure.

Year	Summary Compensation Table Total for PEO(1) ($)		Compensation Actually Paid to PEO(1)(2)(3) ($)		Average Summary Compensation Table Total for Non-PEO NEOs(1) ($)		Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($)		Value of Initial Fixed $100 Investment Based On:				Net Income ($ Millions)		TBV Growth(5)
Year	Summary Compensation Table Total for PEO(1) ($)		Compensation Actually Paid to PEO(1)(2)(3) ($)						Total Shareholder Return ($)		Peer Group Total Shareholder Return(4) ($)		Net Income ($ Millions)		TBV Growth(5)
2022		4,403,423		3,955,720		1,587,056		1,444,538		116.43		97.52		346.5		13.94%
2021		3,437,506		4,996,031		1,283,320		2,123,716		121.07		124.07		376.9		10.85%
2020		2,740,301		3,177,626		1,221,967		1,266,202		91.70		89.69		262.0		13.84%

(1)

For all years presented, H. Palmer Proctor, Jr. was our PEO and Nicole S. Stokes, Lawton E. Bassett, III, Jon S. Edwards and James A. LaHaise were our non-PEO NEOs.

(2)

The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S‐K and do not reflect compensation actually earned, realized or received by our NEOs. These amounts reflect the amounts in the Total column of the Summary Compensation Table with certain adjustments as described in footnote 3 below.

(3)

Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non‐PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards columns are the totals from the Stock Awards columns set forth in the Summary Compensation Table. The equity value adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. For each of the years presented there were no: (a) changes in the actuarial present value of the NEOs’ accumulated benefit under a defined benefit or actuarial pension plan except as were offset by like amounts of pension service costs for services rendered; (b) awards which were granted and vested in the same applicable year; (c) awards granted in prior years which failed to meet the applicable vesting conditions during the applicable year; and (d) dividends or other earnings paid on awards in the applicable year prior to the vesting date that were not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.

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Year	Summary Compensation Table Total for PEO ($)		Exclusion of Stock Awards for PEO ($)		Inclusion of Equity Values for PEO ($)		Compensation Actually Paid to PEO ($)
2022		4,403,423		(2,008,597)		1,560,894		3,955,720
2021		3,437,506		(1,317,066)		2,875,591		4,996,031
2020		2,740,301		(893,793)		1,331,118		3,177,626

Year	Average Summary Compensation Table Total for Non-PEO NEOs ($)		Average Exclusion of Stock Awards for Non-PEO NEOs ($)		Average Inclusion of Equity Values for Non-PEO NEOs ($)		Average Compensation Actually Paid to Non-PEO NEOs ($)
2022		1,587,056		(552,364)		409,846		1,444,538
2021		1,283,320		(354,607)		1,195,003		2,123,716
2020		1,221,967		(310,348)		354,583		1,266,202

The amounts in the Inclusion of Equity Values columns in the tables above are derived from the amounts set forth in the following tables.

Year	Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($)		Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($)		Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($)		Total — Inclusion of Equity Values for PEO ($)
2022		1,976,109		(92,027)		(323,188)		1,560,894
2021		1,742,874		1,039,003		93,714		2,875,591
2020		1,331,118		—		—		1,331,118

Year	Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($)		Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($)		Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($)		Total — Average Inclusion of Equity Values for Non-PEO NEOs ($)
2022		543,430		(25,930)		(107,654)		409,846
2021		469,253		641,182		84,568		1,195,003
2020		462,199		(61,265)		(46,351)		354,583

(4)

The Peer Group Total Shareholder Return utilizes the KBW Nasdaq Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2022 Annual Report. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KBW Nasdaq Bank Index, respectively, and that all dividends were reinvested. Historical stock performance is not necessarily indicative of future stock performance. The KBW Nasdaq Bank Index is different from the KRX, which we use in our executive compensation program. See “Executive Compensation.”

(5)

We determined TBV Growth to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non‐PEO NEOs in 2022. TBV Growth may not have been the most important financial performance measure for years 2021 and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years. TBV Growth is a Non-GAAP measure. See “Pay Versus Performance — Tabular List of Most Important Financial Performance Measures” for a description of how TBV

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Growth is calculated. Also, see “Reconciliation of GAAP and Non-GAAP Financial Measurers” in Exhibit A to this Proxy Statement for a reconciliation of TBV Growth to the most directly comparable GAAP measure.

Description of Relationship Between Compensation Actually Paid and Company Total Shareholder Return

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and our cumulative TSR over the three most recently completed fiscal years.

Description of Relationship Between Compensation Actually Paid and Net Income

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and our net income during each of the three most recently completed fiscal years.

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[MISSING IMAGE: bc_paidnetincome-4c.jpg]

Description of Relationship Between Compensation Actually Paid and TBV Growth

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and our TBV Growth during each of the three most recently completed fiscal years.

Description of Relationship Between Company TSR and Peer Group TSR

The following chart compares our cumulative TSR over each of the three most recently completed fiscal years to that of the KBW NASDAQ Bank Index over the same period.

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Tabular List of Most Important Financial Performance Measures

The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2022 to Company performance. The measures in this table are not ranked.

		MOST IMPORTANT FINANCIAL MEASURES
		Adjusted Efficiency Ratio
		Adjusted Return on Average Assets
		Adjusted ROTCE
		Non-performing Assets/ Total Assets
		TBV Growth

The financial performance measures listed in the table above are non-GAAP measures and are calculated as set forth below. Also, see “Reconciliation of GAAP and Non-GAAP Financial Measurers” in Exhibit A to this Proxy Statement for a reconciliation of the foregoing financial performance measures to the most directly comparable GAAP measures.

•

Adjusted efficiency ratio is calculated as adjusted noninterest expense divided by adjusted total revenue. Adjusted noninterest expense and adjusted total revenue exclude the same items on a pre-tax basis as adjusted net income and additionally excludes (gain) loss on securities.

•

Adjusted return on average assets is calculated as adjusted net income divided by average assets.

•

Adjusted ROTCE is calculated as adjusted net income divided by average common shareholders’ equity less average goodwill and average intangible assets. Adjusted net income excludes the after-tax effect of merger and conversion charges, gain on sale of mortgage servicing rights, servicing right impairment (recovery), gain on BOLI proceeds, natural disaster and pandemic charges and (gain) loss on bank premises, restructuring charges, and certain legal expenses.

•

Non-performing assets to total assets is calculated as total non-performing assets less serviced GNMA-guaranteed mortgage nonaccrual loans divided by total assets.

•

TBV Growth represents growth in tangible book value, which is calculated as the value of shareholders’ equity less goodwill and intangibles divided by common shares outstanding.

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AUDIT MATTERS

Audit Committee Report

The Board has established a ~~separately-designated~~separately designated standing Audit Committee and adopted an Audit Committee Charter. The Audit Committee is comprised solely of independent directors, as defined by the listing standards of ~~NASDAQ.~~Nasdaq. The Board has determined that Mr. Lynch is an audit committee financial expert, as defined by the rules of the SEC. The primary purpose of the Audit Committee is to assist the Board in its general oversight of the Company’s financial reporting, internal controls and audit functions.

As more fully described in its charter, the Audit Committee reviews the Company’s financial reporting process on behalf of the Board. The Company’s management has the primary responsibility for the financial statements and the reporting process, and ~~Crowe Horwath,~~KPMG LLP, the Company’s independent ~~auditor,~~registered public accounting firm, is responsible for performing an audit in accordance with the standards of the Public Company Accounting Oversight Board to obtain reasonable assurance that the Company’s consolidated financial statements are free from material misstatement and for expressing an opinion on the conformity of the financial statements with generally accepted accounting principles. The Company’s internal auditors are responsible to the Audit Committee and the Board for testing the integrity of the financial accounting and reporting control systems and such other matters as the Audit Committee and Board determine.

The Audit Committee has met concerning, and has held discussions and reviewed with management, the Company’s internal auditors and ~~Crowe Horwath,~~KPMG LLP, the consolidated financial statements for the fiscal year ended December 31, ~~2015.~~2022, management’s assessment of the effectiveness of the Company’s internal control over financial reporting and KPMG LLP’s evaluation of the Company’s internal control over financial reporting. Management has represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with ~~generally accepted accounting principles,~~GAAP, and the Audit Committee discussed with ~~Crowe Horwath~~KPMG LLP the matters required to be discussed by ~~Statement on~~ Auditing ~~Standards~~Standard No. 611301 (Communication with Audit Committees), as ~~amended and~~ adopted by the Public Company Accounting Oversight Board.

In addition, the Audit Committee received ~~the~~ written ~~disclosures and the letter~~communications from ~~Crowe Horwath~~KPMG LLP required by the applicable requirements of the Public Company Accounting Oversight Board regarding ~~Crowe Horwath’s communications with the Audit Committee concerning~~KPMG LLP’s independence, and has discussed with ~~Crowe Horwath~~KPMG LLP its independence from the Company.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015~~2022, for filing with the SEC.

Submitted by the Audit Committee:

~~William I. Bowen, Jr.~~
~~R. Dale Ezzell~~

Robert P. Lynch ~~(Chairman)~~
~~Jimmy D. Veal~~

(Chair)
Wm. Millard Choate
R. Dale Ezzell
Gloria A. O’Neal

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PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

~~The Company has appointed Crowe Horwath as its independent auditor for~~

Change in Independent Registered Public Accounting Firm

On June 10, 2021, the current fiscal year, which ends December 31, 2016. Shareholders are being asked to ratify such appointment at the Annual Meeting. In view of the difficulty and expense involved in changing auditors on short notice, should the shareholders not ratifyAudit Committee approved the selection of ~~Crowe Horwath, it is contemplated that~~KPMG as the ~~appointment of Crowe Horwath~~Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2016 will stand unless~~2021 and dismissed Crowe LLP (“Crowe”) as the ~~Board finds other compelling reasons for making a change. Disapproval by~~Company’s independent registered public accounting firm. At the ~~shareholders will be considered a recommendation that~~time of such approval, KPMG was in the ~~Board select other auditors for~~process of its standard client evaluation procedures and had not yet accepted the ~~following year.~~

Representatives of Crowe Horwath (our independent auditor for the current year as well as for the most recently completed year) are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions by shareholders.

Changes in Independent Auditor

~~In 2014,~~engagement. Subsequently, KPMG advised the Audit Committee ~~conducted a selection process~~that such standard client acceptance procedures were completed, including the related to the Company’s independent auditor. On May 29, 2014, the Company selected Crowe Horwath to serve as its independent auditor beginning with fiscal year 2014 and dismissed Porter Keadle Moore, LLC (“PKM”) as its auditor. The Audit Committee and the Board participated in and approved the decision to change the Company’s independent auditor.

engagement letter.

The audit reports of ~~PKM~~Crowe on the Company’s consolidated financial statements ~~of the Company~~ as of and for the years ended December 31, ~~2012~~2020 and ~~2013 contained no~~2019 did not contain an adverse opinion or a disclaimer of opinion, ~~and~~nor were ~~not~~they qualified or modified as to uncertainty, audit scope or accounting principles.

During the ~~Company’s two~~ fiscal years ended December 31, ~~2012~~2020 and ~~2013~~2019, and ~~the subsequent interim period from January 1, 2014~~ through ~~May 29, 2014,~~June 10, 2021, there were nono: (i) disagreements ~~as defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and PKM~~with Crowe on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or ~~procedures that,~~procedure, which, if not resolved to ~~PKM’s~~Crowe’s satisfaction, would have caused ~~PKM~~it to make reference to the subject matter of the disagreement in connection with its ~~report~~reports on the Company’s ~~consolidated~~ financial statements for the relevant years. Additionally, during the Company’s two fiscal years ended December 31, 2012 and 2013 and the subsequent interim period from January 1, 2014 through May 29, 2014, there were nostatements; or (ii) any reportable events ~~as described in~~requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation ~~S-K.~~

~~During~~S-K, other than the material weakness in internal control over financial reporting that was previously reported in the Company’s ~~two fiscal~~Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 9, 2020, as amended on March 20, 2020 (as so amended, the “2019 10-K”). In the 2019 10-K, the Company disclosed that it did not maintain effective internal control over financial reporting as of December 31, 2019, based on the criteria established in Internal Control — Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, because of the effects of a material weakness in internal control over financial reporting related to certain balance sheet reconciliations that was identified and included in Management’s Report on Internal Control Over Financial Reporting for the year ended December 31, 2019. As explained in Management’s Report on Internal Control Over Financial Reporting for the year ended December 31, 2019, subsequent to the conversion of Fidelity Bank’s core system to Ameris Bank’s core system on November 3, 2019, various reconciliations, which were principally related to the acquired indirect auto loan portfolio, were being prepared but reconciling items were not being researched and resolved in a timely manner. As stated in Management’s Report on Internal Control Over Financial Reporting for the year ended December 31, 2020, the remediation of this material weakness was completed in 2020, per the remediation plans disclosed in the 2019 10-K. The Audit Committee engaged in discussions regarding this material weakness and its remediation with Crowe, who has been authorized by the Company to respond fully to inquiries of the Company’s successor accountant concerning this material weakness.

During the years ended December 31, ~~2012~~2020 and ~~December 31, 2013~~2019, and ~~the subsequent interim period from January 1, 2014~~ through ~~May 29, 2014,~~June 30, 2021, neither the Company, nor anyone on its behalf, consulted with ~~Crowe Horwath regarding~~KPMG regarding: (i) either ~~(i)~~ the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Crowe Horwath concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue,statements; or (ii) any matter that was either the subject of ~~either~~ a ~~disagreement (as defined~~“disagreement,” as described in Item ~~304 (a)~~304(a)(1)(iv) of Regulation ~~S-K)~~S-K, or ~~a reportable event (as described~~any “reportable events,” as defined in Item ~~304 (a)~~304(a)(1)(v) of Regulation ~~S-K).~~

S-K.

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Fees and Services

Fees Paid

The following is a summary of the fees billed to the Company by ~~PKM~~KPMG and Crowe ~~Horwath~~ for professional services rendered for the fiscal years ended December 31, ~~2015~~2022 and December 31, ~~2014:~~

2021.

Fee Category	Fiscal 2022 Fees			Fiscal 2021 Fees
	KPMG			KPMG			Crowe
Audit Fees(1)		$	1,822,582		$	1,763,600		$	185,000
Audit-related Fees(2)			24,500			—			—
Tax Fees(3)			—			—			—
All Other Fees(4)			—			—			—
Total Fees		$	1,847,082		$	1,763,600		$	185,000

Porter Keadle Moore, LLC Crowe Horwath LLP
Fee Category Fiscal 2015
Fees Fiscal 2014
Fees Fiscal 2015
Fees Fiscal 2014
Fees
Audit Fees⁽¹⁾ $ 9,000 $ 16,000 $ 680,200 $ 583,195
Audit-related Fees⁽²⁾ — 15,775 — 2,010
Tax Fees⁽³⁾ — — 44,500 —
All Other Fees⁽⁴⁾ — — — —
Total Fees $ 9,000 $ 31,775 $ 724,700 $ 585,205

~~(1)~~

Consists of fees billed for professional services rendered for the audit of the Company’s annual consolidated financial statements, review of the interim consolidated financial statements included in quarterly reports, attestation services related to management’s assertions related to internal controls and services that are normally provided by such accountants in connection with statutory and regulatory filings or engagements.

~~(2)~~

Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services include employee benefit plan audits, consultations concerning financial accounting and reporting standards and assistance with SEC inquiries.

~~(3)~~

Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and local tax compliance and assistance with tax notices.

~~(4)~~

Consists of fees for products and services other than the services reported above. There were no fees paid to such accountants in fiscal 2015 or 2014 that are not included in the above classifications.

(1)
Consists of fees billed for professional services rendered for the audit of the Company’s annual consolidated financial statements, review of the interim consolidated financial statements included in quarterly reports, attestation services related to management’s assertions related to internal controls and services that are normally provided by such accountants in connection with statutory and regulatory filings or engagements.

(2)
Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services include the issuance of comfort letters and work performed in connection with registration statements.

(3)
Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and local tax compliance and assistance with tax notices.

(4)
Consists of fees for products and services other than the services reported above. There were no fees paid to such accountants in fiscal 2022 or 2021 that are not included in the above classifications.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

All services provided by ~~Crowe Horwath~~KPMG are subject to pre-approval by the Audit Committee. The Audit Committee may authorize any member of the Audit Committee to approve services by ~~Crowe Horwath~~KPMG in the event there is a need for such approval prior to the next full Audit Committee meeting. However, the Audit Committee must review the decisions made by such authorized member of the Audit Committee at its next scheduled meeting. Before granting any approval, the Audit Committee gives due consideration to whether approval of the proposed service will have a detrimental impact on ~~Crowe Horwath’s~~KPMG’s independence.

The Board recommends that you vote FOR ratification of the appointment of Crowe Horwath LLP as the independent auditor of the Company. Proxies will be voted FOR ratifying this appointment unless otherwise specified.

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PROPOSAL 3 — ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

~~In accordance with Section 14A~~

STOCK OWNERSHIP

Security Ownership of the Exchange Act, the Company’s shareholders are being asked to provide advisory approval of the 2015 compensation of the Company’s named executive officers, as it has been described in the “Executive Compensation” section of this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives each shareholder the opportunity to endorse or not endorse the Company’s executive pay program. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officersCertain Beneficial Owners and the philosophy, policies and practices described in this Proxy Statement. While this vote is advisory and not binding on the Company, it will provide the Company with information regarding investor sentiment about its executive compensation philosophy, policies and practices, which the Compensation Committee will be able to consider when determining executive compensation for the remainder of fiscal 2016 and beyond.

In response to the voting results for the frequency of the “say-on-pay” vote at the Company’s 2012 annual meeting of shareholders, shareholders are being given the opportunity to provide a “say-on-pay” advisory vote on an annual basis. In 2015, over 21.6 million shares of Common Stock were voted on the shareholder “say on pay” resolution, and, excluding abstentions, over 95% of all votes cast were cast in favor of the executive officer compensation program described in the Company’s 2015 proxy statement.

The Company believes that its executive compensation policies and procedures are competitive, focused on pay-for-performance principles, strongly aligned with the long-term interests of the Company’s shareholders and designed to attract and retain the talent needed to drive shareholder value and help the Company meet or exceed its financial and performance targets. The Company also believes that the compensation of its named executive officers for 2015 reflected the Company’s financial results for 2015. The Company employs an executive compensation program for its senior executives that emphasizes long-term compensation over short-term compensation, with a significant portion weighted toward equity awards. This approach strongly aligns senior executive compensation with the interest of the Company’s shareholders. Accordingly, shareholders are being asked to vote on the following resolution to be presented at the Annual Meeting:

“RESOLVED, that the holders of the Common Stock hereby approve the compensation of the named executive officers as described in this Proxy Statement under Executive Compensation, including the Compensation Discussion and Analysis, the compensation tables and related material.”

The vote by the shareholders will be a non-binding, advisory vote, meaning that the voting results will not be binding on the Company, the Board or the Compensation Committee or overrule or affect any previous action or decision by the Board or the Compensation Committee or any compensation previously paid or awarded. However, the Board and the Compensation Committee will take the voting results into account when determining executive compensation matters in the future.

The Board recommends that you vote FOR the approval of the compensation of the named executive officers as set forth in this Proxy Statement under Executive Compensation, including the Compensation Discussion and Analysis, the compensation tables and related material. Proxies will be voted FOR the approval of the named executive officers’ compensation unless otherwise specified.

Management

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of Common Stock, as of the Record Date, byby: (i) ~~directors, (ii) nominees for election as directors, (iii) named executive officers, (iv) certain other executive officers of the Company, (v) all directors and executive officers as a group and (vi)~~ each person who, to the knowledge of the Company, is a beneficial owner of more than 5% of the outstanding Common ~~Stock.~~Stock; (ii) directors; (iii) nominees for election as directors; (iv) named executive officers; and (v) all directors and executive officers as a group. For purposes of the following table, all fractional shares have been rounded up to the next whole number.

Name of Beneficial Owner⁽¹⁾ Common
Stock
Beneficially
Owned as of
March 8,
2016⁽²⁾ Percent of
Class⁽³⁾
Wellington Management Group LLP⁽⁴⁾
280 Congress Street
Boston, Massachusetts 02210
2,888,815 8.94 %
BlackRock, Inc.⁽⁵⁾
55 East 52^nd Street
New York, New York 10055
2,817,992 8.72 %
Lawton, E. Bassett, III⁽⁶⁾ 35,403 *
William I. Bowen, Jr.⁽⁷⁾ 8,816 *
Andrew B. Cheney⁽⁸⁾ 98,004 *
Jon S. Edwards⁽⁹⁾ 68,515 *
R. Dale Ezzell 35,913 *
Leo J. Hill 12,847 *
Edwin W. Hortman, Jr.⁽¹⁰⁾ 294,970 *
Daniel B. Jeter⁽¹¹⁾ 31,470 *
James A. LaHaise⁽¹²⁾ 65,737 *
Cindi H. Lewis⁽¹³⁾ 63,123 *
Robert P. Lynch⁽¹⁴⁾ 186,840 *
Stephen A. Melton⁽¹⁵⁾ 36,814 *
William H. Stern⁽¹⁶⁾ 18,182 *
Jimmy D. Veal⁽¹⁷⁾ 93,839 *
Dennis J. Zember Jr.⁽¹⁸⁾ 203,128 *
All directors and executive officers as a group (15 persons)⁽¹⁹⁾ 1,253,601 3.88 %

~~Less than 1%.~~

~~(1)~~

~~Unless otherwise noted in this table or the footnotes to this table, the address of each beneficial owner is 310 First Street, S.E., Moultrie, Georgia 31768.~~

~~(2)~~

Under the rules of the SEC, the determination of “beneficial ownership” is based upon Rule 13d-3 under the Exchange Act. Under this Rule, shares will be deemed to be “beneficially owned” where a person has, either solely or with others, the power to vote or to direct the voting of shares and/or the power to dispose, or to direct the disposition, of shares, or where a person has the right to acquire any such power within 60 days after the date such beneficial ownership is determined. Except as otherwise specified, each beneficial owner has sole beneficial voting and investment power with respect to all shares of Common Stock indicated.

~~(3)~~

~~Percentage calculated based on 32,308,939 shares of Common Stock outstanding as of the Record Date.~~

~~(4)~~

Based on information contained in Schedule 13G/A filed by Wellington Management Group LLP with the SEC on February 11, 2016, indicating shared voting power relative to 2,610,902 shares of Common Stock as of December 31, 2015 and shared dispositive power relative to 2,888,815 shares of Common Stock as of December 31, 2015, which would have comprised 8.11% and 8.97%, respectively, of the 32,211,385 shares of Common Stock outstanding as of December 31, 2015.

Name and Address of Beneficial Owner(1)

Common Stock Beneficially
Owned as of
March 27, 2023(2)

Percent of Class(3)

Beneficial Owners of 5% or More of Our Voting Securities

BlackRock, Inc.(4)
55 East 52nd Street
New York, New York 10055

10,164,637

14.7%

The Vanguard Group(5)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355

7,418,038

10.7%

Wellington Management Group LLP(6)
c/o Wellington Management Company LLP
280 Congress Street
Boston, Massachusetts 02210

6,102,333

8.8%

Dimensional Fund Advisors LP(7)
6300 Bee Cove Road, Building One
Austin, Texas 78746

3,845,042

5.5%

Directors and Nominees for Director

William I. Bowen, Jr.(8)

24,272

Rodney D. Bullard(9)

9,824

Wm. Millard Choate(10)

219,857

R. Dale Ezzell(11)

31,117

Leo J. Hill(12)

28,046

Daniel B. Jeter(13)

45,320

Robert P. Lynch(14)

207,860

Elizabeth A. McCague(15)

17,054

James B. Miller, Jr.(16)

2,217,031

3.2%

Gloria A. O’Neal(17)

10,786

H. Palmer Proctor, Jr.(18)

539,120

William H. Stern(19)

41,648

Jimmy D. Veal(20)

101,868

Named Executive Officers (other than Mr. Proctor)

Lawton E. Bassett, III(21)

78,159

Jon S. Edwards(22)

66,270

James A. LaHaise (23)

69,516

Nicole S. Stokes(24)

33,894

All Directors and Executive Officers as a group (21 persons)(25)

3,875,216

5.6%

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~~(5)~~

Based on information contained in Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 25, 2016, indicating sole voting power relative to 2,753,095 shares of Common Stock as of December 31, 2015 and sole dispositive power relative to 2,817,992 shares of Common Stock as of December 31, 2015, which would have comprised 8.55% and 8.75%, respectively, of the 32,211,385 shares of Common Stock outstanding as of December 31, 2015.

~~(6)~~

Includes 14,184 shares of Common Stock issuable pursuant to options exercisable within 60 days of Record Date, 14,550 shares of restricted Common Stock over which Mr. Bassett exercises voting but not investment power, and 168 shares of Common Stock owned by Mr. Bassett's wife, in which he shares voting and investment power.

~~(7)~~

~~Includes 2,000 shares of Common Stock owned by a family trust and 1,400 shares of Common Stock owned by Mr. Bowen’s children.~~

~~(8)~~

Includes 8,225 shares of Common Stock issuable pursuant to options exercisable within 60 days of the Record Date and 53,709 shares of restricted Common Stock over which Mr. Cheney exercises voting but not investment power.

~~(9)~~

Includes 14,189 shares of Common Stock issuable pursuant to options exercisable within 60 days of the Record Date, 32,252 shares of restricted Common Stock over which Mr. Edwards exercises voting but not investment power and 12 shares of Common Stock owned by Mr. Edwards wife, with whom he shares voting and investment power. 8,916 directly owned shares are pledged as security for a loan with an unrelated financial institution.

~~(10)~~

Includes 61,688 shares of Common Stock issuable pursuant to options exercisable within 60 days of the Record Date and 78,879 shares of restricted Common Stock over which Mr. Hortman exercises voting but not investment power. 55,430 directly owned shares are pledged as security for a loan with an unrelated financial institution.

~~(11)~~

~~Includes 5,395 shares of Common Stock owned by a Family Trust and 511 shares of Common Stock owned jointly with Mr. Jeter’s brother.~~

~~(12)~~

~~Includes 9,430 shares of restricted Common Stock over which Mr. LaHaise exercises voting but not investment power.~~

~~(13)~~

Includes 19,324 shares of Common Stock issuable pursuant to options exercisable within 60 days of the Record Date; 24,651 shares of restricted Common Stock over which Mrs. Lewis exercises voting but not investment power; 1,229 shares of Common stock owned jointly with Mrs. Lewis’s husband; and 676 shares of Common Stock owned by Mrs. Lewis’s husband, with who Mrs. Lewis shares voting and investment power.

~~(14)~~

~~Includes 1,664 shares of Common Stock owned by Mr. Lynch’s wife, with whom Mr. Lynch shares voting and investment power.~~

~~(15)~~

~~Includes 30,149 shares of restricted Common Stock over which Mr. Melton exercises voting but not investment power.~~

~~(16)~~

Includes 2,777 shares of Common Stock owned by a family trust; 234 shares of Common Stock owned by a family foundation; 2,337 shares of Common Stock owned by Mr. Stern’s children, and 337 shares of Common Stock owned by Mr. Stern’s wife.

~~(17)~~

~~Includes 26,555 shares of Common Stock owned jointly with Mr. Veal’s wife and 13,683 shares of Common Stock owned by Mr. Veal’s wife, with who he shares voting and investment power.~~

~~(18)~~

Includes 35,985 shares of Common Stock issuable pursuant to options exercisable within 60 days of the Record Date, 48,118 shares of restricted Common Stock over which Mr. Zember exercises voting but not investment power and 2,076 shares of Common Stock owned by Mr. Zember’s children and with respect to which he has voting and investment power. 50,000 directly owned shares are pledged as security for a loan with an unrelated financial institution.

~~(19)~~

Includes 153,595 shares of Common Stock issuable pursuant to options exercisable within 60 days of the Record Date and 291,738 shares of restricted Common Stock over which certain members of the group exercise voting but not investment power.

Less than 1%.

(1)

Unless otherwise noted in this table or the footnotes to this table, the address of each beneficial owner is 3490 Piedmont Road N.E., Suite 1550, Atlanta, Georgia 30305.

(2)

(3)

Percentage calculated based on 69,373,863 shares of Common Stock outstanding as of the Record Date.

(4)

Based on information contained in Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 26, 2023, indicating sole voting power relative to 10,028,050 shares of Common Stock as of December 31, 2022 and sole dispositive power relative to 10,164,637 shares of Common Stock as of December 31, 2022, which would have comprised 14.5% and 14.5%, respectively, of the 69,369,050 shares of Common Stock outstanding as of December 31, 2022.

(5)

Based on information contained in Schedule 13G/A filed by The Vanguard Group with the SEC on February 9, 2023, indicating shared voting power relative to 57,152 shares of Common Stock as of December 30, 2022, sole dispositive power relative to 7,295,466 shares of Common Stock as of December 30, 2022 and shared dispositive power relative to 122,572 shares of Common Stock as of December 30, 2022, which would have comprised 0.1%, 10.5% and 0.2%, respectively, of the 69,369,050 shares of Common Stock outstanding as of December 30, 2022.

(6)

Based on information contained in Schedule 13G/A filed by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings, LLP and Wellington Management Company LLP with the SEC on February 6, 2023, indicating: (i) with respect to each of Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings, LLP, shared voting power relative to 4,924,562 shares of Common Stock as of December 30, 2022 and shared dispositive power relative to 6,102,333 shares of Common Stock as of December 30, 2022, which would have comprised 7.1% and 8.8%, respectively, of the 69,369,050 shares of Common Stock outstanding as of December 30, 2022; and (ii) with respect to Wellington Management Company LLP, shared voting power relative to 4,701,727 shares of Common Stock as of December 30, 2022 and shared dispositive power relative to 5,615,603 shares of Common Stock as of December 30, 2022, which would have comprised 6.8% and 8.1%, respectively, of the 69,369,050 shares of Common Stock outstanding as of December 30, 2022.

(7)

Based on information contained in Schedule 13G filed by Dimensional Fund Advisors LP with the SEC on February 10, 2023, indicating sole voting power relative to 3,765,528 shares of Common Stock as of December 30, 2022 and sole dispositive power relative to 3,845,042 shares of Common Stock as of December 30, 2022, which would have comprised 5.4% and 5.5%, respectively, of the 69,369,050 shares of Common Stock outstanding as of December 30, 2022. Dimensional Fund Advisors LP, a registered investment adviser, furnishes investment advice to four registered investment companies, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Company that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all securities reported in this table are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.

(8)

Includes 1,723 shares of restricted Common Stock over which Mr. Bowen exercises voting but not investment power, 700 shares of Common Stock owned by trusts for Mr. Bowen’s children, and 700 shares owned by one of his children.

(9)

Includes 1,723 shares of restricted Common Stock over which Mr. Bullard exercises voting but not investment power.

(10)

Includes 1,723 shares of restricted Common Stock over which Mr. Choate exercises voting but not investment power.

(11)

Includes 1,723 shares of restricted Common Stock over which Mr. Ezzell exercises voting but not investment power.

(12)

Includes 1,723 shares of restricted Common Stock over which Mr. Hill exercises voting but not investment power, 13,800 shares of Common Stock owned by a family trust and 467 shares of Common Stock owned by Mr. Hill’s wife, with whom Mr. Hill shares voting and investment power.

(13)

Includes 1,723 shares of restricted Common Stock over which Mr. Jeter exercises voting but not investment power, 5,395 shares of Common Stock owned by a family trust and 511 shares of Common Stock owned jointly with Mr. Jeter’s brother, with whom he shares voting and investment power.

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SECTION

(14)

Includes 1,723 shares of restricted Common Stock over which Mr. Lynch exercises voting but not investment power and 1,664 shares of Common Stock owned by Mr. Lynch’s wife, with whom Mr. Lynch shares voting and investment power.

(15)

Includes 1,723 shares of restricted Common Stock over which Ms. McCague exercises voting but not investment power.

(16)

Includes 1,341 shares of restricted Common Stock over which Mr. Miller exercises voting but not investment power, 96,576 shares of Common Stock owned by Mr. Miller’s wife’s trust, 212,923 shares of Common Stock owned by a family limited partnership (a company of which Mr. Miller and his wife’s trust own 40%), 228,212 shares of Common Stock owned by a family foundation, two shares of Common Stock owned in a 401(k) plan, and 10,693 shares of Common Stock owned by Mr. Miller’s grandchild.

(17)

Includes 1,723 shares of restricted Common Stock over which Ms. O’Neal exercises voting but not investment power.

(18)

Includes 40,188 shares of restricted Common Stock over which Mr. Proctor exercises voting but not investment power, 22,518 shares of Common Stock owned in a 401(k) plan, 17,978 shares of Common Stock owned by Mr. Proctor’s wife, 198,138 shares of Common Stock owned by the Brooks County Trust of which Mr. Proctor is co-trustee, and 21,859 shares of Common Stock owned by Mr. Proctor’s children.

(19)

Includes 1,723 shares of restricted Common Stock over which Mr. Stern exercises voting but not investment power, 2,777 shares of Common Stock owned by a family trust, 234 shares of Common Stock owned by a family foundation, 2,337 shares of Common Stock owned by Mr. Stern’s children and 377 shares of Common Stock owned by Mr. Stern’s wife.

(20)

Includes 1,723 shares of restricted Common Stock over which Mr. Veal exercises voting but not investment power and 13,020 shares of Common Stock owned by Mr. Veal’s wife, with whom he shares voting and investment power.

(21)

Includes 8,895 shares of restricted Common Stock over which Mr. Bassett exercises voting but not investment power, and 168 shares of Common Stock owned by Mr. Bassett’s wife, with whom he shares voting and investment power.

(22)

Includes 8,715 shares of restricted Common Stock over which Mr. Edwards exercises voting but not investment power and 12 shares of Common Stock owned by Mr. Edwards’s wife, with whom he shares voting and investment power.

(23)

Includes 10,421 shares of restricted Common Stock over which Mr. LaHaise exercises voting but not investment power, and 31,615 shares of Common Stock owned by Mr. LaHaise that are pledged as security for a loan with an unrelated financial institution.

(24)

Includes 10,601 shares of restricted Common Stock over which Ms. Stokes exercises voting but not investment power.

(25)

Includes 135,370 shares of restricted Common Stock over which certain members of the group exercise voting but not investment power.

Delinquent Section 16(a) ~~BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

Reports

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who own more than 10% of the Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership of the Common Stock. ~~They are also required to furnish the Company with copies of all Section 16(a) forms they file with the SEC.~~

To the Company’s knowledge, based solely on its review of ~~the copies of~~ such reports ~~furnished to it~~ and written representations that no other reports were required, during the fiscal year ended December 31, ~~2015,~~2022, all of the Company’s officers, directors and greater than 10% shareholders complied with all applicable Section 16(a) filing requirements, except that Mr. Miller did not file a Form 4 ~~filing for Mr. Edwards due~~with respect to the sale of 605 shares of Common Stock in November 2022, but subsequently reported such transaction on ~~March 3, 2015 was not completed until March 4, 2015.~~

a Form 5 filed on February 13, 2023.

TABLE OF CONTENTS~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~

RELATED PARTY TRANSACTIONS

Related Party Transaction Policy

The Company and the Bank have engaged in, and in the future expect to engage in, banking transactions in the ordinary course of business with directors and officers of the Company and the Bank and their family members and associates, including corporations, partnerships and other organizations in which such directors and officers have an interest. The Company and the Audit Committee review all relationships and transactions in which the Company and such related persons are participants, including such banking transactions, on a case-by-case basis. In performing such review, consideration is given to (i) the nature of the related person’s interest in the transaction, (ii) the material terms of the transaction, (iii) the significance of the transaction to the related person or the Company, and (iv) other matters deemed appropriate. Company policy prohibits the making of loans to executive officers.

At December 31, ~~2015,~~2022, certain ~~employees and~~executive officers, directors and their affiliates were indebted to the Bank in the aggregate amount of approximately ~~$3.8~~$80.7 million. These loans were made in the ordinary course of business, on substantially the same terms (including interest rates, collateral and repayment terms) as those prevailing at the time for comparable transactions with others not related to the Company or the Bank and, in the opinion of management, do not involve more than the normal risk of ~~collectibility~~collectability or present other unfavorable features.

The Board has adopted a policy with respect to related party transactions which provides procedures for the review, approval or ratification, and monitoring of certain transactions involving related parties required to be reported under applicable rules of the SEC. The policy, which is administered by the Corporate Governance and Nominating Committee, applies to any transaction or series of transactions in which the Company or any of its subsidiaries is or will be a participant, the amount involved will or may be expected to exceed $120,000 in any fiscal year, and any related party has or will have a direct or indirect material interest. Under the policy, a related party includes any person who is or was (since the beginning of the last fiscal year) an executive officer, director or nominee for director of the Company, any shareholder owning more than 5% of any class of the Company’s voting securities or an immediate family member of any such person.

Under the policy, the Company’s Chief Governance Officer is to be notified of the facts and circumstances of any proposed related party transaction prior to its being entered into. The Chief Governance Officer will undertake an evaluation of the related party transaction, and if such evaluation indicates that the transaction would require the approval of the Corporate Governance and Nominating Committee, then the Chief Governance Officer will provide a summary of the material facts of the transaction to the Committee for its consideration at its next regularly scheduled meeting. The Corporate Governance and Nominating Committee will review all of the relevant facts and circumstances of all related party transactions that are referred to the Committee by the Chief Governance Officer and will either approve or disapprove of entry into the transaction. The Corporate Governance and Nominating Committee may approve a related party transaction only if it determines in good faith that the transaction is in the best interest of the Company.

If the Chief Governance Officer determines it is impractical or undesirable to wait until the next Corporate Governance and Nominating Committee meeting to consummate a related party transaction, then the Chair of the Committee may review and approve the transaction in accordance with the policy, unless the aggregate amount involved will or may be expected to exceed $1,000,000. Alternatively, the Chair may call a special meeting for early consideration of the related party transaction. If the Company becomes aware of a related party transaction that has not been approved in accordance with the policy’s procedures, then the transaction will be reviewed in accordance with such procedures and, if the Corporate Governance and Nominating Committee determines it to be appropriate, ratified at the Committee’s next regularly scheduled meeting. If the Corporate Governance and Nominating Committee determines not to ratify a related party transaction that has been commenced without approval, then the Committee may direct additional actions, including immediate discontinuation or recession of the transaction.

The policy also contains a list of categories of transactions involving related persons that are deemed pre-approved or ratified under the policy.

Transactions with Related Persons

We have entered into the Miller Employment Agreement and the Miller Split Dollar Termination Agreement with Mr. Miller, our Chairman. For a description of the transactions contemplated by these agreements, see “Board of Directors — Director Compensation — Agreements with James B. Miller, Jr.”

TABLE OF CONTENTS~~OTHER MATTERS~~

In addition, the Company entered into an agreement with FSM Energy for consulting and general contractor services related to the Company’s program to retrofit its owned real estate locations to LED lighting. Mr. Proctor’s brother is a partner and co-founder of FSM Energy. The Company paid approximately $1.2 million to FSM Energy in 2022, the majority of which related to the pass through of expenses FSM Energy paid to unrelated third parties for labor and materials.

The foregoing transactions were undertaken in accordance with the Board’s policy with respect to related party transactions.

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ADDITIONAL INFORMATION

Other Matters

The Board does not contemplate bringing before the Annual Meeting any matter other than those specified in the accompanying Notice of Annual Meeting of Shareholders, nor does it have information that other matters will be presented at the Annual Meeting. If other matters come before the Annual Meeting, then signed proxies will be voted upon such questions in the discretion of the persons named in the proxies as proxy holders.

ADDITIONAL INFORMATION

Shareholder Proposals

~~Any~~ and Nominations

Shareholders of record who intend to nominate a person for election as a director of the Company or to propose other business to be considered by the shareholders at the 2024 Annual Meeting must provide advance written notice to us in accordance with Article II, Section 10 of our Bylaws, which sets forth the procedures that must be followed and the information that must be provided in order for a shareholder to nominate a person for election as a director or to propose other business for consideration by shareholders at a meeting of shareholders. To be timely, a shareholder’s notice must be received by us no earlier than the close of business on November 26, 2023 and no later than the close of business on December 26, 2023. Such notice must include all the information set forth in Article II, Section 10 of our Bylaws and be addressed to: Corporate Secretary, Ameris Bancorp, 3490 Piedmont Road N.E., Suite 1550 Atlanta, Georgia 30305.

For a shareholder proposal ~~intended~~ to be ~~presented at the Company’s annual meeting of shareholders to be held in 2017, including any proposal intended to be included~~considered for inclusion in the Company’s proxy statement ~~and form of proxy~~ for ~~that meeting, must be~~the 2024 Annual Meeting, in ~~writing and must be~~addition to being received by our Corporate Secretary at the address above no later than December 26, 2023, the proposal must also meet the requirements in the SEC’s regulations under Rule 14a-8.

In addition to satisfying the requirements of our Bylaws, to comply with the requirements set forth in Rule 14a-19 of the Exchange Act (the universal proxy rules), shareholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must also provide written notice to our Corporate Secretary that sets forth all the information required by Rule 14a-19 of the Exchange Act.

No person shall be eligible for election as a director of the Company, ~~directed to the attention~~and no business shall be conducted at any meeting of shareholders of the Company, unless nominated or proposed, respectively, in compliance with the procedures set forth in Article II, Section 10 of our Bylaws. You may obtain a copy of our Bylaws upon request by writing to our Corporate Secretary ~~not later than 5:00 p.m., Eastern Time,~~at the address indicated on ~~December 2, 2016, which is 120 calendar days prior to~~ the ~~anniversary~~first page of ~~the date on which~~ this year’s proxy materials were first made available to shareholders. Any such proposal must comply in all respects with the Company’s bylaws and the rules and regulations of the SEC. Upon timely receipt of any such proposal, the Company will determine whether or not to include such proposal, if requested, in its proxy statement and proxy in accordance with applicable rules and regulations governing the solicitation of proxies.

Proxy Statement.

Annual Report

A copy of the Company’s 2022 Annual Report ~~to Shareholders~~ is enclosed with this Proxy Statement. The 2022 Annual Report ~~to Shareholders~~ is not deemed a part of the proxy soliciting material. The Company’s Annual Report to the SEC on Form 10-K for the fiscal year ended December 31, ~~2015~~2022 was filed with the SEC on

~~TABLE OF CONTENTS~~

February ~~29, 2016.~~28, 2023. Upon receipt of a written request, the Company will, without charge, furnish any owner of Common Stock a copy of the Annual Report on Form 10-K, including financial statements and the footnotes thereto. Copies of exhibits to the Annual Report on Form 10-K are also available upon specific request and payment of a reasonable charge for reproduction. Such request should be directed to ~~the Company’s~~our Corporate Secretary at the address indicated on the first page of this Proxy Statement.

Solicitation of Proxies and Expenses of Solicitation

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EXHIBIT A

RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES

The ~~cost of preparing and mailing proxy materials will be borne by the Company.~~Company reports its financial results in accordance with GAAP. In addition, ~~to solicitation~~we present certain performance measures determined by ~~Internet or mail, solicitations may be made by directors, officers~~methods other than in accordance with GAAP, including tangible book value, adjusted efficiency ratio, adjusted return on tangible common equity, adjusted return on average assets, credit quality and ~~other employees~~non-performing assets as a percentage of total assets. Management of the Company uses these non-GAAP measures in ~~person~~its analysis of the Company’s performance. These measures are useful when evaluating the underlying performance and efficiency of the Company’s operations and balance sheet. The Company’s management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results with prior periods and demonstrate the effects of significant gains and charges in the current period. The Company’s management believes that investors may use these non-GAAP financial measures to evaluate the Company’s financial performance without the impact of unusual items that may obscure trends in the Company’s underlying performance. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. The Company’s management uses these measures to assess the quality of capital and believes that investors may find them useful in their evaluation of the Company. These capital measures may or may not be necessarily comparable to similar capital measures that may be presented by ~~telephone, facsimile or e-mail without additional compensation. The Company may also solicit proxies through press releases~~other companies.

Reconciliations of GAAP to non-GAAP financial measures are set forth below.

	Year Ended
Adjusted Net Income	December 31 2022			December 31 2021
(dollars in thousands except per share data)
Net income available to common shareholders		$	346,540		$	376,913
Adjustment items:
Merger and conversion charges			1,212			4,206
Gain on sale of MSR			(1,356)			—
Servicing right impairment (recovery)			(21,824)			(14,530)
Gain on BOLI proceeds			(55)			(603)
Natural disaster and pandemic charges			151			—
(Gain) loss on bank premises			(45)			510
Tax effect of adjustment items (Note 1)			4,792			2,203
After tax adjustment items			(17,125)			(8,214)
Adjusted net income		$	329,415		$	368,699
Weighted average number of shares — diluted			69,419,721			69,761,394
Net income per diluted share		$	4.99		$	5.40
Adjusted net income per diluted share		$	4.75		$	5.29
Average assets		$	23,644,754		$	21,847,731
Return on average assets			1.47%			1.73%
Adjusted return on average assets			1.39%			1.69%
Average common equity		$	3,083,081		$	2,827,669
Average tangible common equity		$	1,947,222		$	1,826,433
Return on average common equity			11.24%			13.33%
Adjusted return on average tangible common equity			16.92%			20.19%

Note 1: Tax effect is calculated utilizing a 21% rate for taxable adjustments. Gain on BOLI proceeds is non-taxable and ~~postings on its website at~~~~www.amerisbank.com~~~~. Brokerage houses, custodians, nominees~~no tax effect is included. A portion of the merger and ~~fiduciaries will be reimbursed~~conversion charges for ~~the expense of sending proxy materials to the beneficial owners of Common Stock held of record on behalf of such persons.~~

all periods is nondeductible for tax purposes.

A-1

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	Year Ended
Adjusted Efficiency Ratio (TE)	December 31 2022			December 31 2021
(dollars in thousands)
Adjusted Noninterest Expense
Total noninterest expense		$	560,655		$	560,124
Adjustment items:
Merger and conversion charges			(1,212)			(4,206)
Natural disaster and pandemic charges			(151)			—
Gain (loss) on bank premises			45			(510)
Adjusted noninterest expense		$	559,337		$	555,408
Total Revenue
Net interest income		$	801,026		$	655,327
Noninterest income			284,424			365,544
Total revenue		$	1,085,450		$	1,020,871
Adjusted Total Revenue
Net interest income (TE)		$	804,895		$	659,903
Noninterest income			284,424			365,544
Total revenue (TE)			1,089,319			1,025,447
Adjustment items:
Gain on securities			(203)			(515)
Gain on sale of MSR			(1,356)			—
Gain on BOLI proceeds			(55)			(603)
Servicing right impairment (recovery)			(21,824)			(14,530)
Adjusted total revenue (TE)		$	1,065,881		$	1,009,799
Efficiency ratio			51.65%			54.87%
Adjusted efficiency ratio (TE)			52.54%			55.00%

	Year Ended
Tangible Book Value Per Share	December 31 2022			December 31 2021
(dollars in thousands except per share data)
Total shareholders’ equity		$	3,197,400		$	2,966,451
Less:
Goodwill			1,015,646			1,012,620
Other intangibles, net			106,194			125,938
Total tangible shareholders’ equity		$	2,075,560		$	1,827,893
Period end number of shares			69,369,050			69,608,228
Book value per share (period end)		$	46.09		$	42.62
Tangible book value per share (period end)		$	29.92		$	26.26

A-2

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	Year Ended
Non-Performing Assets	December 31 2022			December 31 2021
(dollars in thousands)
Nonaccrual portfolio loans		$	65,221		$	54,905
Other real estate owned			843			3,810
Repossessed assets			28			84
Accruing loans delinquent 90 days or more			17,865			12,648
Non-performing portfolio assets		$	83,957		$	71,447
Serviced GNMA-guaranteed mortgage nonaccrual loans			69,587			30,361
Total non-performing assets		$	153,544		$	101,808

Year Ended

Asset Quality Ratios

December 31
2022

December 31
2021

(dollars in thousands)

Non-performing portfolio assets as a percent of total assets

0.34%

0.30%

Total non-performing assets as a percent of total assets

0.61%

0.43%

A-3

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TABLE OF CONTENTS

AMERIS BANCORP VOTE Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/ABCB or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/ABCB Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual Meeting Proxy Card IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals The Board of Directors recommends a vote FOR all the nominees listed below. 1. Election of 13 directors to serve until the Company’s 2024 Annual Meeting of Shareholders. 01 - William I. Bowen, Jr. 02 - Rodney D. Bullard 03 - Wm. Millard Choate 04 - R. Dale Ezzell 05 - Leo J. Hill 06 - Daniel B. Jeter 07 - Robert P. Lynch 08 - Elizabeth A. McCague 09 - James B. Miller, Jr. 10 - Gloria A. O’Neal 11 - H. Palmer Proctor, Jr. 12 - William H. Stern 13 - Jimmy D. Veal For Against Abstain The Board of Directors recommends a vote FOR Proposals 2 and 3. 2. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. For Against Abstain 3. Advisory approval of the compensation of the Company’s named executive officers. For Against Abstain 1 U P X 03SQIB

TABLE OF CONTENTS

The 2023 Annual Meeting of Shareholders of Ameris Bancorp will be held on June 5, 2023, at 9:30 am ET, virtually via the internet at https://meetnow.global/MQWD56S. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/ABCB IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy — Ameris Bancorp THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2023 The undersigned shareholder hereby appoints James B. Miller, Jr. and H. Palmer Proctor, Jr., and each of them individually, the proxies and attorneys for the undersigned, with full power of substitution, to act with respect to and to vote all shares which the undersigned is entitled to vote, with the powers the undersigned would possess if personally present, at the Annual Meeting of Shareholders (the “Annual Meeting”) of Ameris Bancorp (the “Company”) to be held on Monday, June 5, 2023 at 9:30 A.M. ET, virtually via the internet at https://meetnow.global/MQWD56S, and at any adjournment or postponement thereof, as directed with respect to the matters set forth herein, and with discretionary authority on all other matters that come before the Annual Meeting, all as more fully described in the Proxy Statement of the Company for the Annual Meeting received by the undersigned shareholder. If no direction is given, the proxy will be voted: (a) “FOR” the election of the director nominees named on the reverse side and (b) in accordance with the recommendation of the Board of Directors on the other matters referred to herein. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please date and sign in the same manner in which your shares are registered. When signing as executor, administrator, trustee, guardian, attorney or corporate officer, please give full title. Joint owners should each sign. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C Non-Voting Items Change of Address — Please print new address below.

0000351569 abcb:ExclusionOfStockAwardsMember ecd:NonPeoNeoMember 2020-01-01 2020-12-31 0000351569 4 2022-01-01 2022-12-31

	Proxy Statement Summary			1
	Information About the 2023 Annual Meeting of Shareholders of Ameris Bancorp			1
	Annual Meeting Agenda and Board Voting Recommendations			1
	How to Cast Your Vote			2
	How to Attend and Vote at the Annual Meeting			2
	Shareholder Questions			2
	Shareholder List			3
	Business Overview			3
	Director Nominees			3
	Corporate Governance and Executive Compensation Program Highlights			4
	Proxy Solicitation and Voting Information			5		1
	Matters To Be Voted On			10
	Proposal 1 — Election of Directors			510
~~Board and Committee Matters~~		8
~~Compensation of Directors~~		13
~~Executive Officers~~		14
~~Executive Compensation~~		16
~~Compensation Discussion and Analysis~~		16
~~Compensation Committee Report~~		31
~~Summary Compensation and Other Tables~~		32
~~Report of the Audit Committee of the Board~~		40
Proposal 2 — Ratification of the Appointment of Our Independent ~~Auditor~~Registered Public Accounting Firm			11		41
	Proposal 3 — Advisory Approval of the Compensation of Our Named Executive ~~Compensation~~Officers			11		43
	Governance			13
	Director Independence			13
	Board Leadership Structure and Role in Risk Oversight			13
	Director Nomination Process and Diversity			14
	Service on Other Boards and Changes in Principal Occupation			16
	Communicating with the Board and its Committees			16
	Director Reviews and Education			16
	Environmental, Social and Governance Matters			17
	Oversight			17
	Strategy			17
	Human Capital Management			17
	Board of Directors			20
	Board Members			20
	Board Committees			27
	Board and Committee Meetings			28
	Director Compensation			28
	Information About Our Executive Officers			32
	Executive Compensation			34
	Compensation Discussion and Analysis			34
	Compensation Committee Interlocks and Insider Participation			50
	Compensation Committee Report			51
	Compensation Tables			52
	Employment Agreements			60
	CEO Pay Ratio			61
	Pay Versus Performance			63
	Pay Versus Performance Table			63


Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
William I. Bowen, Jr.	$	91,633	$	—	$	—	$	—	$	—	$	—	$	91,633
R. Dale Ezzell	$	91,633	$	—	$	—	$	—	$	—	$	—	$	91,633
J. Raymond Fulp⁽¹⁾	$	45,233	$	—	$	—	$	—	$	—	$	—	$	45,233
Leo J. Hill	$	87,333	$	—	$	—	$	—	$	—	$	—	$	87,333
Daniel B. Jeter	$	92,133	$	—	$	—	$	—	$	—	$	—	$	92,133
Robert P. Lynch	$	92,133	$	—	$	—	$	—	$	—	$	—	$	92,133
Brooks Sheldon⁽¹⁾	$	45,233	$	—	$	—	$	—	$	—	$	—	$	45,233
William H. Stern	$	92,133	$	—	$	—	$	—	$	—	$	—	$	92,133
Jimmy D. Veal	$	92,133	$	—	$	—	$	—	$	—	$	—	$	92,133


Named Executive Officer	2014 Base Salary		2015 Base Salary		Total Adjustment
Edwin W. Hortman, Jr.	$	485,000	$	625,000		28.9	%
Dennis J. Zember Jr.	$	285,000	$	320,000		12.3	%
Andrew B. Cheney	$	350,000	$	400,000		14.3	%
Jon S. Edwards	$	220,000	$	260,000		18.2	%
Stephen A. Melton	$	260,000	$	275,000		5.8	%


	Net Income		EPS		ROA
Threshold	$	46,240,000	$	1.70		1.10	%
Target	$	51,136,000	$	1.88		1.22	%
Maximum	$	54,400,000	$	2.00		1.30	%
Actual	$	49,337,000	$	1.54		1.03	%


	Details on All Other Compensation Reported in the Summary Compensation Table for 2015
Named Executive Officer	Auto Provision^(a)		Country Club Membership and Dues		Director Fees^(b)		Moving Expense		Dividends		Employer 401(k) Match		Life Insurance
Edwin W. Hortman, Jr.	$	1,438	$	1,890	$	86,833	$	25,000	$	10,965	$	7,950	$	2,376
Dennis J. Zember Jr.		—	$	6,000		—	$	25,000	$	7,814		—	$	540
Andrew B. Cheney	$	2,864	$	12,198		—		—	$	9,120	$	7,950	$	4,572
Jon S. Edwards		—	$	2,867		—	$	25,000	$	5,529	$	7,950	$	828
Stephen A. Melton	$	7,576		—		—		—	$	5,287		—	$	4,572



Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards⁽¹⁾
Name	Grant Date		Threshold ($)		Target ($)		Max ($)		Threshold (#)		Target (#)		Max (#)						Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards⁽¹⁾
Edwin W. Hortman, Jr.		1/20/2015		—		—		—		—		—		—		10,000		—		—	$	233,500
Dennis J. Zember Jr.		1/20/2015		—		—		—		—		—		—		9,000		—		—	$	210,150
Andrew B. Cheney		1/20/2015		—		—		—		—		—		—		9,000		—		—	$	210,150
Jon S. Edwards		1/20/2015		—		—		—		—		—		—		4,500		—		—	$	105,075
Stephen A. Melton		1/20/2015		—		—		—		—		—		—		4,500		—		—	$	105,075

					Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock or Units (#)(3)		Grant Date Fair Value of Stock Awards(4)
Name	Plan/Grant Date		Award Type		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock Awards(4)
H. Palmer Proctor, Jr.		2/24/2022	STI			486,750		973,500		1,654,950		—		—		—		—			—
		2/24/2022	RSA			—		—		—		—		—		—		20,960		$	1,000,002
		2/24/2022	IM PSU			—		—		—		2,620		10,480		20,960		—		$	500,001
		2/24/2022	TSR PSU			—		—		—		2,620		10,480		20,960		—		$	508,594
Nicole S. Stokes		2/24/2022	STI			176,625		353,250		600,525		—		—		—		—			—
		2/24/2022	RSA			—		—		—		—		—		—		6,288		$	300,000
		2/24/2022	IM PSU			—		—		—		786		3,144		6,288		—		$	150,000
		2/24/2022	TSR PSU			—		—		—		786		3,144		6,288		—		$	152,578
Lawton E. Bassett, III		2/24/2022	STI			162,500		325,000		552,500		—		—		—		—			—
		2/24/2022	RSA			—		—		—		—		—		—		5,240		$	250,000
		2/24/2022	IM PSU			—		—		—		655		2,620		5,240		—		$	125,000
		2/24/2022	TSR PSU			—		—		—		655		2,620		5,240		—		$	127,149
Jon S. Edwards		2/24/2022	STI			130,650		261,300		444,210		—		—		—		—			—
		2/24/2022	RSA			—		—		—		—		—		—		5,240		$	250,000
		2/24/2022	IM PSU			—		—		—		655		2,620		5,240		—		$	125,000
		2/24/2022	TSR PSU			—		—		—		655		2,620		5,240		—		$	127,149
James A. LaHaise		2/24/2022	STI			165,750		331,500		563,550		—		—		—		—			—
		2/24/2022	RSA	��		—		—		—		—		—		—		6,288		$	300,000
		2/24/2022	IM PSU			—		—		—		786		3,144		6,288		—		$	150,000
		2/24/2022	TSR PSU			—		—		—		786		3,144		6,288		—		$	152,578



Name	Option Awards										Stock Awards						Date Equity Fully Vests
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Options Exercise Price		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested		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	Date Equity Fully Vests
Edwin W. Hortman, Jr.		20,563		0		0	$	22.23		6/13/2017
		25,703		0		0	$	14.76		2/19/2018
		15,422		0		0	$	7.47		1/20/2019
												17,300	$	588,095				3/20/2016	⁽¹⁾
												15,500	$	526,845				3/15/2016	⁽²⁾
												9,524	$	323,721				2/15/2017	⁽²⁾
												10,000	$	339,900				1/31/2018	⁽⁵⁾
Dennis J. Zember Jr		514		0		2,056	$	20.19		5/16/2016								1/31/2011	⁽³⁾
		12,338		0		0	$	22.23		6/13/2017
		7,711		0		0	$	14.76		2/19/2018
		15,422		0		0	$	7.47		1/20/2019
												9,500	$	322,905				3/20/2016	⁽¹⁾
												11,800	$	401,082				3/15/2016	⁽²⁾
												8,333	$	283,239				2/15/2017	⁽²⁾
												9,000	$	305,910				1/31/2018	⁽⁵⁾
Andrew B. Cheney		10,281		0		0	$	5.55		2/17/2019
												11,400	$	387,486				3/20/2016	⁽¹⁾
												14,300	$	486,057				3/15/2016	⁽²⁾
												9,524	$	323,721				2/15/2017	⁽²⁾
												9,000	$	305,910				1/31/2018	⁽⁵⁾
Jon S. Edwards		823		0		3,290	$	20.19		5/16/2016								1/31/2011	⁽⁴⁾
		8,225		0		0	$	22.23		6/13/2017
		5,141		0		0	$	14.76		2/19/2018
												7,600	$	258,324				3/20/2016	⁽¹⁾
												9,700	$	329,703				3/15/2016	⁽²⁾
												4,762	$	161,860				2/15/2017	⁽²⁾
												4,500	$	152,955				1/31/2018	⁽⁵⁾
Stephen A. Melton
												4,000	$	135,960				3/20/2016	⁽¹⁾
												9,300	$	316,107				3/15/2016	⁽²⁾
												4,762	$	161,860				2/15/2017	⁽²⁾
												4,500	$	152,955				1/31/2018	⁽⁵⁾


Name	Plan Name		Number of Years Credited Service⁽¹⁾		Present Value of Accumulated Benefit⁽²⁾		Payments During Last Fiscal Year
Edwin W. Hortman, Jr.		SERP Agreement 11-7-12		3	$	904,817	$	0
Dennis J. Zember Jr.		SERP Agreement 11-7-12		3	$	105,480	$	0
Jon S. Edwards		SERP Agreement 11-7-12		3	$	127,086	$	0


Compensation and Benefits Payable Upon Termination		Voluntary With Good Reason or Involuntary Without Cause		Voluntary or Involuntary For Cause		Change of Control⁽¹⁾		Death		Disability
Edwin W. Hortman, Jr.
Base Salary		$	1,875,000	$	0	$	0	$	0	$	0
Cash Bonus		$	1,164,000	$	0	$	0	$	0	$	0
Pro-Rata Bonus		$	585,938	$	0	$	0	$	585,938	$	585,938
SERP		$	904,817	$	0	$	2,500,000	$	2,500,000	$	904,817
Intrinsic Value of Unvested Stock Options⁽²⁾		$	0	$	0	$	0	$	0	$	0
Intrinsic Value of Unvested Restricted Stock⁽²⁾	��	$	0	$	0	$	1,778,493	$	0	$	0
Health and Welfare Benefits⁽³⁾		$	15,601	$	0	$	0	$	0	$	0
Total Benefit		$	4,545,356	$	0	$	4,278,493	$	3,085,938	$	1,490,755
Dennis J. Zember Jr.
Base Salary		$	640,000	$	0	$	0	$	0	$	0
Cash Bonus		$	370,000	$	0	$	0	$	0	$	0
Pro-Rata Bonus		$	204,000	$	0	$	0	$	204,000	$	204,000
SERP		$	105,480	$	0	$	0	$	3,000,000	$	105,480
Intrinsic Value of Unvested Stock Options⁽²⁾		$	0	$	0	$	0	$	0	$	0
Intrinsic Value of Unvested Restricted Stock⁽²⁾		$	0	$	0	$	1,313,136	$	0	$	0
Health and Welfare Benefits⁽³⁾		$	8,833	$	0	$	0	$	0	$	0
Total Benefit		$	1,328,313	$	0	$	1,313,136	$	3,204,000	$	309,480
Andrew B. Cheney
Base Salary		$	800,000	$	0	$	0	$	0	$	0
Cash Bonus		$	450,000	$	0	$	0	$	0	$	0
Pro-Rata Bonus		$	255,000	$	0	$	0	$	255,000	$	255,000
SERP		$	0	$	0	$	0	$	0	$	0
Intrinsic Value of Unvested Stock Options⁽²⁾		$	0	$	0	$	0	$	0	$	0
Intrinsic Value of Unvested Restricted Stock⁽²⁾		$	0	$	0	$	1,503,174	$	0	$	0
Health and Welfare Benefits⁽³⁾		$	18,732	$	0	$	0	$	0	$	0
Total Benefit		$	1,523,732	$	0	$	1,503,174	$	255,000	$	255,000
Jon S. Edwards
Base Salary		$	260,000	$	0	$	0	$	0	$	0
Cash Bonus		$	125,000	$	0	$	0	$	0	$	0
Pro-Rata Bonus		$	136,500	$	0	$	0	$	136,500	$	136,500
SERP		$	127,086	$	0	$	0	$	1,500,000	$	127,086
Intrinsic Value of Unvested Stock Options⁽²⁾		$	0	$	0	$	0	$	0	$	0
Intrinsic Value of Unvested Restricted Stock⁽²⁾		$	0	$	0	$	902,842	$	0	$	0


	Porter Keadle Moore, LLC				Crowe Horwath LLP
Fee Category	Fiscal 2015 Fees		Fiscal 2014 Fees		Fiscal 2015 Fees		Fiscal 2014 Fees
Audit Fees⁽¹⁾	$	9,000	$	16,000	$	680,200	$	583,195
Audit-related Fees⁽²⁾		—		15,775		—		2,010
Tax Fees⁽³⁾		—		—		44,500		—
All Other Fees⁽⁴⁾		—		—		—		—
Total Fees	$	9,000	$	31,775	$	724,700	$	585,205


Name of Beneficial Owner⁽¹⁾	Common Stock Beneficially Owned as of March 8, 2016⁽²⁾		Percent of Class⁽³⁾
Wellington Management Group LLP⁽⁴⁾ 280 Congress Street Boston, Massachusetts 02210		2,888,815		8.94	%
BlackRock, Inc.⁽⁵⁾ 55 East 52^nd Street New York, New York 10055		2,817,992		8.72	%
Lawton, E. Bassett, III⁽⁶⁾		35,403			*
William I. Bowen, Jr.⁽⁷⁾		8,816			*
Andrew B. Cheney⁽⁸⁾		98,004			*
Jon S. Edwards⁽⁹⁾		68,515			*
R. Dale Ezzell		35,913			*
Leo J. Hill		12,847			*
Edwin W. Hortman, Jr.⁽¹⁰⁾		294,970			*
Daniel B. Jeter⁽¹¹⁾		31,470			*
James A. LaHaise⁽¹²⁾		65,737			*
Cindi H. Lewis⁽¹³⁾		63,123			*
Robert P. Lynch⁽¹⁴⁾		186,840			*
Stephen A. Melton⁽¹⁵⁾		36,814			*
William H. Stern⁽¹⁶⁾		18,182			*
Jimmy D. Veal⁽¹⁷⁾		93,839			*
Dennis J. Zember Jr.⁽¹⁸⁾		203,128			*
All directors and executive officers as a group (15 persons)⁽¹⁹⁾		1,253,601		3.88	%

Ameris Bancorp310 First Street, S.E.Moultrie,

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSTO BE HELD ON MAY 17, 2016

INTERNET AVAILABILITY OF PROXY MATERIALS

TABLE OF CONTENTS

AMERIS BANCORP310 First Street, S.E.Moultrie,​​​​

​​​

What am I voting on?

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Can

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change or revoke your vote.

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Will my shares be voted if I do not provide my proxy?

PROPOSAL 1 — ELECTION OF DIRECTORS

BOARD AND COMMITTEE MATTERS

Director Independence

Committees

Pursuant to its written charter, the Trust Committee is responsible for overseeing the Trust Department’s accounting and financial reporting processes, its system of and adherence to internal controls, and its compliance with the Bank’s fiduciary responsibilities.

Identifyingunusual circumstances.

Board Leadership Structure and Role in Risk Oversight

such year.

Compensation Committee Interlocks and Insider Participation

Communication with the Board and its Committees

COMPENSATION OF DIRECTORS

Board Fee Schedule

​EXECUTIVE COMPENSATION​COMPENSATION DISCUSSION AND ANALYSIS

2015 Business Performance Highlights

Compensation Philosophy and the Objectives of Our Compensation Programs

Shareholder Outreach

Process for Determining Executive Officer Compensation

Role of Compensation Consultant

Base Salary

Annual Incentives

Calculating Annual Incentive Awards.

2022 Long-Term Equity Awards

Perquisites

Employment

General Employment Agreement Provisions

Individual Employment Agreement Provisions

Edwin W. Hortman, Jr. — President and Chief Executive Officer

Dennis J. Zember Jr. — Executive Vice President and Chief Financial Officer

Andrew B. Cheney — Executive Vice President, Chief Operating Officeremployee’s duties under the Severance Agreement; (c) a willful act by the employee which constitutes a material breach of

Jon S. Edwards — Executive Vice President and Chief Credit Officer

Stephen A. Melton — Executive Vice President and Chief Risk Officer

Other Compensation Program Aspects

time.

Company securities.

​

Tax Deductibility

​COMPENSATION COMMITTEE REPORT

​SUMMARY COMPENSATION AND OTHER TABLES

Grants of Plan-Based Awards

= Short Term (Annual) Incentives

Option Exercises

​REPORT

​PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

Changes in Independent Auditor

​​

​PROPOSAL 3 — ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

​SECTION

a Form 5 filed on February 13, 2023.

ADDITIONAL INFORMATION

Proxy Statement.

Solicitation of Proxies and Expenses of Solicitation

Ameris Bancorp
310 First Street, S.E.
Moultrie,

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 17, 2016

AMERIS BANCORP
310 First Street, S.E.
Moultrie,

EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION COMMITTEE REPORT

SUMMARY COMPENSATION AND OTHER TABLES

REPORT

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

PROPOSAL 3 — ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

SECTION