No fee required.
24, 2023
The Notice of Annual Meeting of Shareholders that follows describes ET.
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. Thehow to access these materials. That notice will also providesinclude information on how shareholders may obtainfor 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.
Sincerely,
Edwin W. Hortman, Jr.President and Chief Executive Officer
| | | | Sincerely, H. Palmer Proctor, Jr. Chief Executive Officer | |
| NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 5, 2023 | |
To the Shareholders of Ameris Bancorp:
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 acard or Notice of Internet Availability of Proxy Materials you previously received.
| | | | By Order of the Board of Directors, Michael T. Pierson Corporate Secretary | |
| 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. | | |
| TABLE OF CONTENTS | |
| | | | | 1 | | | |||
| | | | | 1 | | | |||
| | | | | 1 | | | |||
| | | | | 2 | | | |||
| | | | | 2 | | | |||
| | | | | 2 | | | |||
| | | | | 3 | | | |||
| | | | | 3 | | | |||
| | | | | 3 | | | |||
| | | | | 4 | | | |||
| | | | | 5 | | | |||
| | | | | 10 | | | |||
| | | | | | | ||||
| | | | 11 | | | ||||
| | | | | 11 | | | |||
| | | | | 13 | | | |||
| | | | | 13 | | | |||
| | | | | 13 | | | |||
| | | | | 14 | | | |||
| | | | | 16 | | | |||
| | | | | 16 | | | |||
| | | | | 16 | | | |||
| | | | | 17 | | | |||
| | | | | 17 | | | |||
| | | | | 17 | | | |||
| | | | | 17 | | | |||
| | | | | 20 | | | |||
| | | | | 20 | | | |||
| | | | | 27 | | | |||
| | | | | 28 | | | |||
| | | | | 28 | | | |||
| | | | | 32 | | | |||
| | | | | 34 | | | |||
| | | | | 34 | | | |||
| | | | | 50 | | | |||
| | | | | 51 | | | |||
| | | | | 52 | | | |||
| | | | | 60 | | | |||
| | | | | 61 | | | |||
| | | | | 63 | | | |||
| | | | | 63 | | |
| | | | | 65 | | | |||
| | | | | 65 | | | |||
| | | | | 66 | | | |||
| | | | | 66 | | | |||
| | | | | 67 | | | |||
| | | | | 68 | | | |||
| | | | | 68 | | | |||
| | | | | 69 | | | |||
| | | | | 70 | | | |||
| | | | | 70 | | | |||
| �� | | | | 71 | | | |||
| | | | | | | ||||
| | | | | 73 | | | |||
| | | | | 74 | | | |||
| | | | | 74 | | | |||
| | | | | 74 | | | |||
| | | | | 76 | | | |||
| | | | | | | ||||
| | | | | 76 | | | |||
| | | | | | | ||||
| | | | | | |
i
| PROXY STATEMENT SUMMARY | |
| 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. | |
| 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” | | | | |
| 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” | | | | |
| To approve, on an advisory basis, the compensation of our named executive officers (Proposal 3) | | | “FOR” | | | |
| Name | | | Age | | | Ameris Director Since | | | Primary Occupation | | | Independent | |
| William I. Bowen, Jr. | | | 58 | | | November 2014 | | | Partner and President of Bowen Donaldson Home for Funerals | | | ✓ | |
| Rodney D. Bullard | | | 48 | | | July 2019 | | | Chief Executive Officer of The Same House | | | ✓ | |
| Wm. Millard Choate | | | 70 | | | July 2019 | | | Founder and Chairman of Choate Construction Company | | | ✓ | |
| R. Dale Ezzell | | | 73 | | | May 2010 | | | Founder and Owner of Wisecards Printing and Mailing | | | ✓ | |
| Leo J. Hill | | | 67 | | | January 2013 | | | Founder and Owner of Advisor Network Solutions, LLC | | | ✓ | |
| Daniel B. Jeter | | | 71 | | | April 1997 | | | Chairman and Co-Owner of Standard Discount Corporation | | | ✓ | |
| Name | | | Age | | | Ameris Director Since | | | Primary Occupation | | | Independent | |
| Robert P. Lynch | | | 59 | | | February 2000 | | | Vice President and Chief Financial Officer of Lynch Management Company | | | ✓ | |
| Elizabeth A. McCague | | | 73 | | | August 2016 | | | Chief Financial Officer for Jacksonville Port Authority | | | ✓ | |
| James B. Miller, Jr. | | | 83 | | | July 2019 | | | Chairman of the Ameris Board of Directors | | | | |
| Gloria A. O’Neal | | | 73 | | | July 2019 | | | Community Leader | | | ✓ | |
| H. Palmer Proctor, Jr. | | | 55 | | | July 2019 | | | Chief Executive Officer of Ameris and the Bank | | | | |
| William H. Stern | | | 66 | | | November 2013 | | | President and Chief Executive Officer of Stern Development | | | ✓ | |
| Jimmy D. Veal | | | 74 | | | May 2008 | | | Founding Partner and Co-Owner of Beachview Tent Rentals, Inc. | | | ✓ | |
| 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 | | | | |
| PROXY SOLICITATION AND VOTING INFORMATION | |
You will be voting on each of the following:
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.
You have four voting options. You
You may vote your shares at
If you own sharesI have technical difficulties attending the Annual Meeting?
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.
You
All holders
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.
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.
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.
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.
| 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 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 | |
| MATTERS TO BE VOTED ON | |
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 hasrequires 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 servevotes cast at the discretion of the Board, subject to applicable employment agreements.
At the Annual Meeting, shareholdersmeaning that the number of shares voted “For” a director nominee must exceed the votes cast “Against” such director nominee.
| Name | | | Age | | | Ameris Director Since | | | Primary Occupation | | | AC | | | CC | | | NC | | | EC | | | ERC | | | CRC | | | TC | |
| William I. Bowen, Jr.* | | | 58 | | | November 2014 | | | Partner and President of Bowen Donaldson Home for Funerals | | | | | | | | | | | | | | | | | | ✓ | | | ✓ | |
| Rodney D. Bullard* | | | 48 | | | July 2019 | | | Chief Executive Officer of The Same House | | | | | | ✓ | | | | | | | | | | | | | | | ✓ | |
| Wm. Millard Choate* | | | 70 | | | July 2019 | | | Founder and Chairman of Choate Construction Company | | | ✓ | | | | | | | | | | | | | | | CH | | | | |
| R. Dale Ezzell* | | | 73 | | | May 2010 | | | Founder and Owner of Wisecards Printing and Mailing | | | ✓ | | | | | | | | | | | | | | | | | | CH | |
| Leo J. Hill* | | | 67 | | | January 2013 | | | Founder and Owner of Advisor Network Solutions, LLC | | | | | | CH | | | ✓ | | | ✓ | | | | | | | | | | |
| Daniel B. Jeter* | | | 71 | | | April 1997 | | | Chairman and Co-Owner of Standard Discount Corporation | | | | | | ✓ | | | | | | | | | ✓ | | | | | | | |
| Robert P. Lynch* | | | 59 | | | February 2000 | | | Vice President and Chief Financial Officer of Lynch Management Company | | | CH FE | | | | | | | | | | | | | | | ✓ | | | | |
| Elizabeth A. McCague* | | | 73 | | | August 2016 | | | Chief Financial Officer for Jacksonville Port Authority | | | | | | | | | ✓ | | | ✓ | | | CH | | | | | | | |
| James B. Miller, Jr. | | | 83 | | | July 2019 | | | Chairman of the Ameris Board of Directors | | | | | | | | | | | | ✓ | | | | | | | | | | |
| Gloria A. O’Neal* | | | 73 | | | July 2019 | | | Community Leader | | | ✓ | | | | | | | | | | | | ✓ | | | | | | | |
| H. Palmer Proctor, Jr. | | | 55 | | | July 2019 | | | Chief Executive Officer of Ameris and the Bank | | | | | | | | | | | | CH | | | | | | | | | | |
| William H. Stern* | | | 66 | | | November 2013 | | | President and Chief Executive Officer of Stern Development | | | | | | ✓ | | | CH | | | ✓ | | | | | | | | | | |
| Jimmy D. Veal* | | | 74 | | | May 2008 | | | Founding Partner and Co-Owner of Beachview Tent Rentals, Inc. | | | | | | | | | ✓ | | | | | | | | | ✓ | | | | |
Nominating Committee Member
named above.
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. | | |
Edwin W. Hortman, Jr. (age 62) has servedcurrent 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.
| | 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. | | |
| | 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. | | |
| GOVERNANCE | |
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
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
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 wealthGovernance is available at www.amerisbank.com.
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.
Each member of the Board, other than Mr. Hortman, is “independent,” as defined for purposes of the rules of the SECCorporate Governance and the listing standards of The NASDAQNasdaq 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.
other than Messrs. Miller and Proctor, is “independent,” as defined for purposes of the rules of the SEC and the listing standards of Nasdaq.
Compensation Committee, Corporate Governance and Nominating Committee, and Enterprise Risk Committee are independent.
| | | | 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) | | | | | 8 | | | | | | 4 | | | | | | 4 | | | | | | 13 | | | | | | 10 | | | | | | 26 | | | | | | 23 | | | | | | 7 | | | | | | 4 | | | | | | 4 | | | | | | 4 | | | | | | 9 | | | | | | 15 | | |
| Independence | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | • | | | | | | • | | |
| Demographics | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Age | | | | | 58 | | | | | | 48 | | | | | | 70 | | | | | | 73 | | | | | | 67 | | | | | | 71 | | | | | | 59 | | | | | | 73 | | | | | | 83 | | | | | | 73 | | | | | | 55 | | | | | | 66 | | | | | | 74 | | |
| Gender Identity | | | M | | | M | | | M | | | M | | | M | | | M | | | M | | | F | | | M | | | F | | | M | | | M | | | M | | |||||||||||||||||||||||||||||||||||||||
| African American or Black | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Native Hawaiian or Pacific Islander | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| White | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS | |
| BOARD OF DIRECTORS | |
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. | |
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. | |
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. | |
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. | |
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. | |
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. | |
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. | |
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.
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 atwww.amerisbank.com.
www.amerisbank.com.
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.
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 |
| | Number of Meetings in 2022 | | |||||
| Board of | | | | | 6 | | |
| Audit Committee | | | | | 5 | | |
| Compensation Committee | | | | | 5 | | |
| Corporate Governance and | | | | | 4 | | |
| Executive Committee | | | | | 3 | | |
| Enterprise Risk Committee | | | | | 4 | | |
| Credit Risk Committee | | | | | 4 | | |
| Trust Committee | | | | | 5 | | |
The Company’s 2015 annual meeting of shareholders was attended by all
With respectto 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
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
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.
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:
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.
The Companyor 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 assessmententirety 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.
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 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
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.
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.
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.
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 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 endingended December 31, 2015. Directors2022. Mr. Proctor, who areis also a named executive officers areofficer, 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 |
| 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 | | |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | |
Name, Age and Term as Officer | | | Position | | | Principal Occupation for the Last Five Years and Other Directorships | | |
H. Palmer Proctor, Jr., 55 Officer since | | Chief Executive Officer | | Chief Executive Officer of the Company and the Bank since | | |||
Lawton E. Bassett, III, 54 Officer since 2016 | | | Corporate Executive Vice President, | | | Chief Banking Officer of the Company and Bank President since February 2017; Corporate Executive Vice President | | |
| 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. | |
Name, Age and Term as Officer | | | Position | | | Principal Occupation for the Last Five Years and Other Directorships | | |||
| Jon S. Edwards, 61 Officer since 1999 | | | Corporate Executive Vice President and Chief Credit Officer | | | Corporate Executive Vice President and Chief Credit Officer since May | | ||
| James A. LaHaise, 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 | Executive from February 2017 through September 2018; Executive Vice President and Chief Banking Officer for Florida and South Carolina | | |
| William D. McKendry, 54 Officer since | | Corporate | |||||||
Executive Vice President and Chief Risk Officer | | | Corporate Executive Vice President and Chief Risk Officer of the Company since | | ||||||
| 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 | | ||
| 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. | |
| EXECUTIVE COMPENSATION | |
| | | | Position | | | ||
| H. Palmer Proctor, Jr. | | | Chief Executive Officer | | | ||
| Nicole S. Stokes | | | | Corporate Executive Vice President and Chief Financial Officer | | | |
| Lawton E. Bassett, III | | | | Corporate Executive Vice President, Chief Banking | | | |
| | Jon S. Edwards | | | | Corporate Executive Vice President and Chief Credit Officer | | |
| James A. | | | | Corporate Executive Vice President and Chief | | |
The Compensation Committee believesProgram
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.
At For our Chief Executive Officer, 77% of his compensation mix is allocated to at-risk performance- and or stock-based incentives.
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:
regulations.
In November 2015, the Compensation Committee engagedretained 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 attendedattends Compensation Committee meetings and advisedadvises on matters including compensation program design, benchmarking compensation and relative pay for performance. FW Cook also providedprovides market data, analysisanalyses 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 NASDAQNasdaq listing standards. The Compensation Committee discussed these considerationsstandards and concluded that the work of both Matthews Young and FW Cook did not raise any conflict of interest.
The 2015 peer group is shown below.
| | 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 | | |
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 | |||||||
• 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 | |
After reviewing the total compensation targets for our NEOs against market data, the Compensation Committee approved the following 20152022 base salary amounts, with an effective date of February 13, 2015:
| | | | 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 | % |
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.
In 2015, a newcompensation. 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.
| Performance Measure | | | Weight | | |||
| Credit Quality | | | | | 33.0% | | |
| ROA (Return on Assets) | | | | | 34.0% | | |
| Efficiency Ratio | | | | | 33.0% | | |
adjusted by +/- 10% based on individual performance assessments in order to differentiate payouts based on individual contributions.
| 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 | % |
Awards
| | | | 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% | |
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 additionGovernment 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.
philosophy.
maintained the individual performance score at 100%.
| 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 |
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.
| 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 | | |
Equity grants
| Performance Condition | | | 2020 Internal Metric Performance Stock Units | | |||||||||||||||||||||
| Threshold | | | Target | | | Maximum | | | Actual | | |||||||||||||||
| TBV Growth | | | | $ | 27.70 | | | | | $ | 31.65 | | | | | $ | 35.96 | | | | | $ | 31.84 | | |
| Incentive Payout | | | | | 25% | | | | | | 100% | | | | | | 200% | | | | | | 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 | | |
| Performance Condition | | | 2020 Total Shareholder Return Performance Stock Units | | |||||||||||||||||||||
| Threshold | | | Target | | | Maximum | | | Actual | | |||||||||||||||
| ROTCE | | | | | 12.40% | | | | | | 14.00% | | | | | | 16.20% | | | | | | 18.95% | | |
| Incentive Payout | | | | | 25% | | | | | | 100% | | | | | | 200% | | | | | | 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 | | |
| ||
|
under “Executive Compensation — Compensation Tables.”
On November 7, 2012, the
change material reduction in the ownershipemployee’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 controllocation 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 portionpublicly-traded status of the assetsCompany 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 formust have a period of 10 years commencing at age 65, without regard30 days to whether he continues to be employed byremedy the Bank until reaching age 65.
Good Reason.
We currently maintain an employment 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.
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:
The following summarizes the definition of cause as set forth in the employment agreements:
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.
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’sthe executive’s employment by the Company without cause“cause” (as defined in the Severance Agreement) or by Mr. Hortmanthe executive for good reason,“good reason” (as defined in the Severance Agreement), the Company will pay to Mr. Hortman, in additionthe 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 threesemi-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 fiscalopportunity for the year withinin which the three most recently completed fiscal years immediately preceding his datetermination 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 histhe 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.
The Hortman Employment
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.
Thelong-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 intoand 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.
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.
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.
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.
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
(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.
Policy; Hedging Restrictions
Section 162(m)Messrs. Bullard, Hill, Jeter or Stern, each of the IRC generally disallowswhom 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).
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 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.
(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. 52 Grants of Plan-Based Awards The Grants of Plan-Based Awards 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 |
The Grants of Plan-Based Awards Table below sets forth the total number of equity awards granted in 20152022 and the grant date fair values of those awards. The Grants of Plan-Based Awards Tabletable 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 |
| | | | | | | | | | | | | 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 (#) | | |||||||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||||||||||||
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) |
| 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) | | |
| 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) | | |
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) |
| | Number of Acquired on | | | Value Realized on 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) | | |
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 |
| 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 | | | | | | — | | |
The
| 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 | | | — | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
2022.
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:
For purposes of the employment agreements, “cause” is generally defined as:
If a named executive officer terminates his or herMr. 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,” thencause or by Mr. Proctor for good reason, the executiveCompany will receivepay to Mr. Proctor, subject to the following:
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 vestingtime of, or exercisewithin one year after, a “change of awards previously granted, in the event an executive terminates his or her employment withcontrol” of the Company for “good reason” (as defined in the 2005 Plan)Severance Agreement), or is terminated bythen 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 afteraddition to certain accrued but unpaid amounts, a pro-rata portion of the datecash bonus, if any, that the executive would have otherwise earned for the year during which the termination of a “changeemployment occurred, based on the achievement of control” (as defined in the 2005 Plan), such executive’s equityapplicable performance goals.
The estimated severance benefits payable to each of the named executive officers,NEOs, based upon a hypothetical termination of each named executive officerNEO 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 officersNEOs 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 | | |
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 |
| 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)
| PAY VERSUS PERFORMANCE | |
| 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) | | |||||||||||||||||||||||||||
| Total Shareholder Return ($) | | | Peer Group Total Shareholder Return(4) ($) | | |||||||||||||||||||||||||||||||||||||||||||||
| 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% | | |
| 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 | | |
| 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 | | |
| | MOST IMPORTANT FINANCIAL MEASURES | | |
| | Adjusted Efficiency Ratio | | |
| | Adjusted Return on Average Assets | | |
| | Adjusted ROTCE | | |
| | Non-performing Assets/ Total Assets | | |
| | TBV Growth | | |
| AUDIT MATTERS | |
The Company has appointed Crowe Horwath as its independent auditor for
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.
In 2014,engagement. Subsequently, KPMG advised the Audit Committee conducted a selection processthat 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.
DuringS-K, other than the material weakness in internal control over financial reporting that was previously reported in the Company’s two fiscalAnnual 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.
| 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 |
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.
In accordance with Section 14A
| STOCK OWNERSHIP | |
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.
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 52nd 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 | % |
| 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% | | |
Less than 1%.
Reports
| RELATED PARTY TRANSACTIONS | |
At December 31, 2015,2022, certain employees andexecutive 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 collectibilitycollectability or present other unfavorable features.
| ADDITIONAL INFORMATION | |
Any and Nominations
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’sour Corporate Secretary at the address indicated on the first page of this Proxy Statement.
| EXHIBIT A | |
| | | | 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% | | |
| | | | 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 | | |
| | | | 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% | | |