☐ | Preliminary Proxy Statement |
☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) |
☑ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under Section 240.14a-12 |
☑ | No fee required. |
☐ | Fee paid previously with preliminary materials. |
☐ | Fee in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| | Sincerely, | ||
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| | H. Palmer Proctor, Jr. Chief Executive Officer |
(1) | To elect each of the 13 director nominees named in the accompanying Proxy Statement to serve as a director until our 2025 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified; |
(2) | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; |
(3) | To hold an advisory vote on the compensation of our named executive officers; |
(4) | To hold an advisory vote on the frequency of the advisory vote on the compensation of our named executive officers; and |
(5) | To transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. |
| | By Order of the Board of Directors, |
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| | Michael T. Pierson Corporate Secretary |
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Date: | | | June | ||
Time: | | | 9:30 a.m. ET | ||
Location: | | | Virtual format only, via live audio webcast at | www.virtualshareholdermeeting.com/ABCB2024. | |
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 |
| Items of Business | | | Board Recommendation | | | Page Number | |
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| To ratify the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 2) | | | “FOR” | | | | |
| To | | | |||||
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| To hold an advisory vote on the frequency of the advisory vote on the compensation of our named executive officers (Proposal 4) | | | “1 YEAR” | | | |
• | Over the internet at www.proxyvote.com, which you are encouraged to do if you have access to the internet; |
• | By attending the Annual Meeting virtually (by visiting www.virtualshareholdermeeting.com/ABCB2024 and entering your control number) and following the voting instructions on the virtual meeting website. |
2 |
3 |
| Name | | | Age | | | Ameris Director Since | | | Primary Occupation | | | Independent | |
| William I. Bowen, Jr. | | | | | November 2014 | | | Partner and President of Bowen Donaldson Home for Funerals | | | | ||
| Rodney D. Bullard | | | | | July 2019 | | | | | | |||
| Wm. Millard Choate | | | | | July 2019 | | | Founder and Chairman of Choate Construction Company | | | | ||
| R. Dale Ezzell | | | | | May 2010 | | | Founder and Owner of Wisecards Printing and Mailing | | | | ||
| Leo J. Hill | | | | | January 2013 | | | Founder and Owner of Advisor Network Solutions, LLC | | | | ||
| Daniel B. Jeter | | | | | April 1997 | | | Chairman and Co-Owner of Standard Discount Corporation | | |
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| Robert P. Lynch | | | | | February 2000 | | | Vice President and Chief Financial Officer of Lynch Management Company | | | | ||
| Elizabeth A. McCague | | | | | August 2016 | | | Chief Financial Officer for Jacksonville Port Authority | | | | ||
| Claire E. McLean | | | 44 | | | February 2024 | | | Chief Operating Officer and Executive Vice President of Preferred Capital Securities, LLC | | | ✔ | |
| James B. Miller, Jr. | | | | | July 2019 | | | Chairman of the Ameris Board of Directors | | | | ||
| Gloria A. O’Neal | | | | | July 2019 | | | Community Leader | | | | ||
| H. Palmer Proctor, Jr. | | | | | July 2019 | | | Chief Executive Officer of Ameris and the Bank | | | | ||
| William H. Stern | | | | | November 2013 | | | President and Chief Executive Officer of Stern | | | |||
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4 |
Corporate Governance | | | Executive Compensation | | |
• Annual Election of All Directors | • | ||||
Approximately 85% of Board Members are Independent • Independent Audit, Compensation, Corporate Governance and Nominating, and Enterprise Risk Committees of the Board • No Supermajority Voting Requirements in Articles of Incorporation or Bylaws • Formalized Annual Board and Committee Self-Assessments and Director Assessments • Majority Voting for Directors in Uncontested Elections • All Directors Attended at Least 75% of 2023 Meetings • Director Continuing Education • Regular Executive Sessions of Independent Directors • No Poison Pill in Effect | | | • Pay for Performance Philosophy • Independent Compensation Consultant Engaged by Compensation Committee | ||
• | Annual Advisory Votes on Executive Compensation | ||||
• | Risk Oversight by Board and Committees, Including Enterprise Risk Committee | ||||
• | |||||
Stock Ownership Requirements for Named Executive Officers and Directors | |||||
• | Insider Trading Policy Prohibits Hedging and Short Sales | ||||
• | |||||
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• | Over the internet at www.proxyvote.com, which you are encouraged to do if you have access to the internet; |
7 |
• | By attending the Annual Meeting virtually (by visiting www.virtualshareholdermeeting.com/ABCB2024 and entering your control number) and following the voting instructions on the virtual meeting website. |
8 |
| Proposal | | | Voting Options | | | Vote Required to Elect Directors or to Adopt Proposal | | | Effect of Abstentions | | | Effect of Broker Non-votes | |
| Election of Directors | | | For, Against or Abstain with respect to each director nominee | | | A majority of votes cast (meaning the number of shares voted | | | No effect | | | No effect No broker discretion to vote | |
| | | 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 | | | | ||
| | | For, Against or Abstain | | | Affirmative vote of the holders of a majority of the stock having voting power present in | | | Same effect as a vote “against” | | | No effect No broker discretion to vote | |
9 |
| Proposal | | | Voting Options | | | Vote Required to Elect Directors or to Adopt Proposal | | | Effect of Abstentions | | | Effect of Broker Non-votes | | |||
| (Proposal 3) | | | | | person or represented by proxy at the Annual Meeting | | | | | | ||||||
| Advisory Vote on the Frequency of the Advisory Vote on the Compensation of Our Named Executive Officers (Proposal 4) | | | | | | | No effect | | | No effect No broker discretion to vote | |
* | See “Matters To Be Voted On – Proposal 1 – Election of Directors” for a further description of the vote required to elect directors. |
10 |
| Name | | | Age | | | Ameris Director Since | | | Primary Occupation | | | AC | | | CC | | | NC | | | EC | | | ERC | | | CRC | | |||
| William I. Bowen, Jr.* | | | | | November 2014 | | | Partner and President of Bowen Donaldson Home for Funerals | | | | | | | | | | | | | | ||||||||||
| Rodney D. Bullard* | | | | | July 2019 | | | | | | | | | | | | | | | | |||||||||||
| Wm. Millard Choate* | | | | | July 2019 | | | Founder and Chairman of Choate Construction Company | | | | | | | | | | | | | CH | | |||||||||
| R. Dale Ezzell* | | | | | May 2010 | | | Founder and Owner of Wisecards Printing and Mailing | | | | | | | | | | | | | | ||||||||||
| Leo J. Hill* | | | | | January 2013 | | | Founder and Owner of Advisor Network Solutions, LLC | | | | | CH | | | | | | | | | | |||||||||
| Daniel B. Jeter* | | | | | April 1997 | | | Chairman and Co-Owner of Standard Discount Corporation | | | | | | | | | | | | | | ||||||||||
| Robert P. Lynch* | | | | | February 2000 | | | Vice President and Chief Financial Officer of Lynch Management Company | | | CH FE | | | | | | | | | | | | |||||||||
| Elizabeth A. McCague* | | | | | August 2016 | | | Chief Financial Officer for Jacksonville Port Authority | | | | | | | | | | | CH | | | | |||||||||
| Claire E. McLean* | | | 44 | | | February 2024 | | | Chief Operating Officer and Executive Vice President of Preferred Capital Securities, LLC | | | | | | | | | | | | | | |||||||||
| James B. Miller, Jr. | | | | | July 2019 | | | Chairman of the Ameris Board of Directors | | | | | | | | | | | | | | ||||||||||
| Gloria A. O’Neal* | | | | | July 2019 | | | Community Leader | | | | | | | | | | | | | | ||||||||||
| H. Palmer Proctor, Jr. | | | | | July 2019 | | | Chief Executive Officer of Ameris and the Bank | | | | | | | | | CH | | | | | | |||||||||
| William H. Stern* | | | | | November 2013 | | | President and Chief Executive Officer of Stern | | | | | | | CH | | | | | | | ||||||||||
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11 |
| 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. | |
| The Board recommends that you vote “FOR” the ratification of the appointment of | |
12 |
| 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. | |
13 |
| Key Equity Metrics | | | Fiscal 2020 (%) | | | Fiscal 2019(%) | | | Fiscal 2018 (%) | | |||||||||
| Burn Rate(1) | | | | | 0.35 | | | | | | 0.18 | | | | | | 0.19 | | |
| Overhang(2) | | | | | 1.56 | | | | | | — | | | | | | — | | |
| Dilution(3) | | | | | 0.89 | | | | | | — | | | | | | — | | |
| Total stock options outstanding(1) | | | | | 153,635 | | |
| Weighted-average exercise price of stock options outstanding | | | | $ | 29.25 | | |
| Weighted-average remaining duration of stock options outstanding (years) | | | | | 1.29 | | |
| Total shares subject to full value awards outstanding(2) | | | | | 125,372 | | |
| Total shares available for grant under the 2014 Plan | | | | | 335,854 | | |
| Shares issuable for 2021 non-employee director awards under the 2014 Plan(3) | | | | | 13,430 | | |
| Total shares of Common Stock outstanding(4) | | | | | 69,713,426 | | |
| Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) | | | Weighted average exercise price of outstanding options, warrants and rights(1) | | | Number of securities remaining available for future issuance under equity compensation (2) plans(2) | | |||||||||
| | | | (a) | | | (b) | | | (c) | | |||||||||
| Equity compensation plans approved by security holders | | | | | 356,487 | | | | | $ | 28.13 | | | | | | 470,502 | | |
| The Board recommends that you vote | |
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| | | Board Diversity Matrix (As of March 28, 2024) | | ||||||||||||||||||||||||||||||||||||||||
| | | Bowen | | | Bullard | | | Choate | | | Ezzell | | | Hill | | | Jeter | | | Lynch | | | McCague | | | McLean | | | Miller | | | O'Neal | | | Proctor | | | Stern | | | Veal | | |
| Total Number of Directors - 14 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||
| Tenure and Independence | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||
| Tenure (years) | | | 9 | | | 5 | | | 5 | | | 14 | | | 11 | | | 27 | | | 24 | | | 8 | | | <1 | | | 5 | | | 5 | | | 5 | | | 10 | | | 16 | |
| Independence | | | • | | | • | | | • | | | • | | | • | | | • | | | • | | | • | | | • | | | | | • | | | | | • | | | • | | ||
| Demographics | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||
| Age | | | 59 | | | 49 | | | 71 | | | 74 | | | 68 | | | 72 | | | 60 | | | 74 | | | 44 | | | 84 | | | 74 | | | 56 | | | 67 | | | 75 | |
| Gender Identity | | | M | | | M | | | M | | | M | | | M | | | M | | | M | | | F | | | F | | | M | | | F | | | M | | | M | | | M | |
| African American or Black | | | | | • | | | | | | | • | | | | | | | | | | | | | | | | | | | | ||||||||||||
| Native Hawaiian or Pacific Islander | | | | | | | | | | | | | | | • | | | | | | | | | | | | | | | | |||||||||||||
| White | | | • | | | | | • | | | • | | | | | • | | | | | • | | | • | | | • | | | • | | | • | | | • | | | • | |
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WILLIAM I. BOWEN, JR. | |||||||
| | Age: 59 Ameris Bancorp director since November 2014 Ameris Bank director since November 2014 | | | Board Committees: Corporate Governance and Nominating Credit Risk | ||
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 |
RODNEY D. BULLARD | |||||||
| | Age: 49 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019 | | | Board Committees: Compensation | ||
Prior to the Company’s acquisition of Fidelity, Mr. Bullard served as a director of Fidelity and Fidelity Bank since 2018. He |
WM. MILLARD CHOATE | |||||||
| | Age: 71 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: 74 Ameris Bancorp director since May 2010 Ameris Bank director since May 2010 | | | Board Committees: Audit | Compensation | |
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: 68 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 |
24 |
DANIEL B. JETER | |||||||
| | Age: 72 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: 60 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: 74 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 |
| | Age: 44 Ameris Bancorp director since February 2024 Ameris Bank director since February 2024 | | | Board Committees: None | ||
Ms. McLean has served as Chief Operating Officer and Executive Vice President of Preferred Capital Securities, LLC and as President of its affiliate, Preferred Shareholder Services, since September 2023. Preferred Capital Services is an independent, third-party managing broker-dealer focused on the wholesale distribution of alternative investments to independent broker-dealers and registered investment advisors across the United States and Puerto Rico. Ms. McLean began her career in public accounting in September 2003 at Ernst & Young LLP, where she ultimately served as managing director in the Assurance Services practice from July 2018 until September 2023. She holds a bachelor of science and a master of accountancy from Auburn University. Ms. McLean’s extensive finance and accounting experience qualifies her to serve as a director. |
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JAMES B. MILLER, JR. | |||||||
| | Age: 84 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019 | | | Board Committees: Executive | ||
Mr. Miller has served as | |||||||
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: 74 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 and Fidelity Bank 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 |
H. PALMER PROCTOR, JR. | |||||||
| | Age: 56 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 and 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 | |||||||
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: 67 Ameris Bancorp director since November 2013 Ameris Bank director since November 2013 | | | Board Committees: Compensation Corporate Governance and Nominating (Chair) Executive | ||
29 |
| Director Name | | | Number of Meetings in | | |||
| Board of Directors | | | | ||||
| Audit Committee | | | | ||||
| Compensation Committee | | | 5 | | |||
| Corporate Governance and Nominating Committee | | | 4 | | |||
| Executive Committee | | | | ||||
| Enterprise Risk Committee | | | 4 | | |||
| Credit Risk Committee | | | 4 | ||||
|
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31 |
| 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. | | | | $ | 62,400 | | | | | $ | 60,004 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,249 | | | | | $ | 123,653 | | |
| Rodney D. Bullard | | | | $ | 60,000 | | | | | $ | 60,004 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,169 | | | | | $ | 121,173 | | |
| Wm. Millard Choate | | | | $ | 63,772 | | | | | $ | 60,004 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,169 | | | | | $ | 124,945 | | |
| R. Dale Ezzell | | | | $ | 72,400 | | | | | $ | 60,004 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,249 | | | | | $ | 133,653 | | |
| Leo J. Hill | | | | $ | 100,000 | | | | | $ | 60,004 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,249 | | | | | $ | 161,253 | | |
| Daniel B. Jeter | | | | $ | 61,600 | | | | | $ | 60,004 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,249 | | | | | $ | 122,853 | | |
| Robert P. Lynch | | | | $ | 81,600 | | | | | $ | 60,004 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,249 | | | | | $ | 142,853 | | |
| Elizabeth A. McCague | | | | $ | 70,000 | | | | | $ | 60,004 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,249 | | | | | $ | 131,253 | | |
| James B. Miller, Jr. | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 843,993(2) | | | | | $ | — | | | | | $ | 1,361,009(2) | | | | | $ | 2,205,002 | | |
| Gloria A. O’Neal | | | | $ | 60,000 | | | | | $ | 60,004 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,169 | | | | | $ | 121,173 | | |
| William H. Stern | | | | $ | 72,400 | | | | | $ | 60,004 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,249 | | | | | $ | 133,653 | | |
| Jimmy D. Veal | | | | $ | 62,400 | | | | | $ | 60,004 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,249 | | | | | $ | 123,653 | | |
| 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 | | | $85,024 | | | $ — | | | $ — | | | $ — | | | $1,034 | | | $153,258 | |
| Rodney D. Bullard | | | $60,000 | | | $85,024 | | | $— | | | $— | | | $ — | | | $1,034 | | | $146,058 | |
| Wm. Millard Choate | | | $70,000 | | | $85,024 | | | $— | | | $— | | | $ — | | | $1,034 | | | $156,058 | |
| R. Dale Ezzell | | | $65,000 | | | $85,024 | | | $— | | | $— | | | $ — | | | $1,034 | | | $151,058 | |
| Leo J. Hill | | | $125,000 | | | $85,024 | | | $— | | | $— | | | $ — | | | $1,034 | | | $211,058 | |
| Daniel B. Jeter | | | $64,800 | | | $85,024 | | | $— | | | $— | | | $ — | | | $1,034 | | | $150,858 | |
| Robert P. Lynch | | | $94,800 | | | $85,024 | | | $— | | | $— | | | $ — | | | $1,034 | | | $180,858 | |
| Elizabeth A. McCague | | | $90,000 | | | $85,024 | | | $— | | | $— | | | $ — | | | $1,034 | | | $176,058 | |
| James B. Miller, Jr. | | | $140,000 | | | $85,024 | | | $— | | | $— | | | $ — | | | $907,235 | | | $1,132,259 | |
| Gloria A. O’Neal | | | $60,000 | | | $85,024 | | | $— | | | $— | | | $ — | | | $1,034 | | | $146,058 | |
| William H. Stern | | | $87,200 | | | $85,024 | | | $— | | | $— | | | $ — | | | $1,034 | | | $173,258 | |
| Jimmy D. Veal | | | $67,200 | | | $85,024 | | | $— | | | $— | | | $ — | | | $1,034 | | | $153,258 | |
(1) | The stock award amount represents the fair value of the stock awards as calculated in accordance with GAAP. The shares were issued on June 5, 2023 and the fair value was $33.54 per share. The shares vest on the earlier of June 5, 2024 and the date of the Annual Meeting, provided that the grantee continues to serve as a director of the Company through the vesting date. |
(2) | Includes the following amounts paid to Mr. Miller pursuant to the Miller Employment Agreement (as defined below): (i) $900,000 in respect of restrictive covenants; (ii) $6,833 for COBRA continuation benefits; and (iii) $402 for dividends on restricted stock. |
32 |
33 |
| Name, Age and Term as Officer | | | Position | | | Principal Occupation for the Last Five Years and Other Directorships | |
| H. Palmer Proctor, Jr., 56 Officer since 2019 | | | Chief Executive Officer | | | Chief Executive Officer of the Company and the Bank since July | |
| Lawton E. Bassett, III, 55 Officer since 2016 | | | Corporate Executive Vice President, Chief Banking Officer and Bank President | | | Chief Banking Officer of the Company and Bank President since February 2017; Corporate Executive Vice President since February 2016; Chief Banking Officer for Alabama and Georgia from February 2016 through January 2017; and Regional President and Market President from 2006 through January 2017. From | |
| Nicole S. Stokes, 49 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, 50 Officer since 2019 | | | Corporate Executive Vice President and Chief | | | Corporate Executive Vice President and Chief | |
| Name, Age and Term as Officer | | | Position | | | Principal Occupation for the Last Five Years and Other Directorships | |
| James A. LaHaise, 63 Officer since 2014 | | | Corporate Executive Vice President and Chief Strategy Officer | | | Corporate Executive Vice President and Chief Strategy Officer of the Company and the Bank 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 from February 2016 through January 2017; Executive Vice President, Commercial Banking Executive from June 2014 until February 2016; President and Chief Executive Officer of Coastal Bankshares, Inc. and The Coastal Bank from January 2013 until they were acquired by the Company in June 2014; and Executive Vice President and Chief Banking Officer of The Coastal Bank from May 2007 through December 2012. | |
| ||||||||
William D. McKendry, 55 Officer since 2017 | | | Corporate Executive Vice President and Chief Risk Officer | | | Corporate Executive Vice President and Chief Risk Officer of the Company and the Bank since September 2017; Executive Vice President and Chief Risk Officer for Bank of North Carolina from December 2011 to September 2017; and Deputy General Auditor for First Citizens Bancshares from June 2004 to October 2011. | | |
| Michael T. Pierson, 54 Officer since 2019 | | | Corporate Executive Vice President, | | | Corporate Executive Vice President and Chief Governance Officer of the Company and the Bank since March 2020; Corporate Secretary of the Company and the Bank since January 2022; and Executive Vice President and Chief Operations Officer of Ameris and Ameris Bank from July 2019 to March 2020. Prior to the Company’s acquisition of Fidelity, served in various leadership roles at Fidelity and Fidelity Bank for 21 years, including Head of Commercial Banking, Mergers and Acquisitions and Chief Risk Officer. | |
|
Jody L. Spencer, 52 Officer since 2019 | | | Corporate Executive Vice President and Chief Legal Officer | | | Corporate Executive Vice President and Chief Legal Officer of the Company and the Bank since July 2019; attorney at Rogers & Hardin LLP from March 2001 to July 2019, serving as a partner from January 2008 to July 2019. | | |
| Douglas D. Strange, 54 Officer since 2024 | | | Corporate Executive Vice President and Chief Credit Officer | | | Chief Credit Officer of the Company and the Bank since April 2024; Managing Director of Credit Administration from January 2018 through March 2024; Executive Vice President of Colquitt Regional Medical Center from 2016 through 2017; Regional Credit Officer of the Bank from 2008 through 2015; and Senior Lender for the Bank from 2005 through 2008, with several years’ experience prior to joining Ameris Bank in various lending and underwriting roles and as a certified public accountant. | |
35 |
| NEO | | | 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 Officer and Bank President | | |||
| Jon S. Edwards | | | Corporate Executive Vice President and Chief Credit Officer | | |||
| James A. LaHaise | | | Corporate Executive Vice President and Chief Strategy Officer | |
− | the role and responsibility of the Compensation Committee; |
− | the role of the Chief Executive Officer and other NEOs; |
− | the role of compensation consultants; and |
− | benchmarking and other market analyses; |
− | the purpose of each element of compensation; |
− | why we elect to pay each element of compensation; |
− | how we determine the levels or payout opportunities for each element; |
− | decisions on final payments for each element and how these align with performance; and |
− | compensation program design changes for 2023; and |
36 |
37 |
• | Competitive Compensation Opportunity. Our compensation levels are benchmarked to peers and industry comparators that are comparable to the Company in terms of factors such as asset size, geography and business model. We target annual pay levels for our NEOs based on a competitive range between the 50th and 75th percentiles of this market data. |
• | Well-Balanced Compensation Program. The structure of our executive compensation program includes a balanced mix of cash and equity compensation with a strong emphasis on performance-based and at-risk compensation. |
• | Alignment with Annual Goals. We use cash-based incentives that reward our NEOs for the achievement of both the financial and operating objectives of the Company and individual performance objectives, which together support our business strategy. |
• | Performance-Based Long-Term Incentives. To strengthen the alignment between pay and performance and ensure retention of key talent, 60% of our equity-based long-term incentive compensation awarded in 2023 is tied to the achievement of longer-term (three-year) financial and strategic goals, while 40% of our equity-based long-term incentive compensation awarded in 2023 is tied to restricted stock awards that vest in equal installments over a three-year period from the date of grant. |
• | Limited Perquisites. We provide our NEOs with minimal perquisites that are consistent with competitive market practice. |
• | Independent Decision Makers. Our Compensation Committee of independent directors works closely with an independent compensation consultant to monitor our executive compensation program to ensure alignment with market trends and practices, our business plans and long-term strategy, and the interests of our shareholders. |
38 |
(1) | The percentages in this graph exclude the compensation of the Chief Executive Officer. |
39 |
40 |
| | Company | | | | Total Assets (12/31/2020) | | | | Company | | | | Total Assets (12/31/2020) | | | ||||||
| | South State Corporation | | | | | $ | 37.8 | | | | | Atlantic Union Bankshares Corporation | | | | | $ | 19.6 | | | |
| | Pinnacle Financial Partners, Inc. | | | | | $ | 34.9 | | | | | Cadence Bancorporation | | | | | $ | 18.7 | | | |
| | Hancock Whitney Corporation | | | | | $ | 33.6 | | | | | Independent Bank Group, Inc. | | | | | $ | 17.8 | | | |
| | UMB Financial Corporation | | | | | $ | 33.1 | | | | | United Community Banks, Inc. | | | | | $ | 17.8 | | | |
| | Commerce Bancshares, Inc. | | | | | $ | 32.9 | | | | | Hilltop Holdings Inc. | | | | | $ | 16.9 | | | |
| | Bank OZK | | | | | $ | 27.2 | | | | | Trustmark Corporation | | | | | $ | 16.6 | | | |
| | United Bankshares, Inc. | | | | | $ | 26.2 | | | | | Home Bancshares, Inc. | | | | | $ | 16.4 | | | |
| | BancorpSouth Bank | | | | | $ | 24.1 | | | | | Renasant Corporation | | | | | $ | 14.9 | | | |
| | Company | | | | Total Assets (12/31/2020) | | | | Company | | | | Total Assets (12/31/2020) | | | Company | | | Total Assets (12/31/2023) | | | Company | | | Total Assets (12/31/2023) | | |||
| | Simmons First National Corporation | | | | | $ | 22.4 | | | | | | | | | | | | Cadence Bank | | | $48.9 | | | Simmons First National Corporation | | | $27.3 | |
| | Median | | | | $22.4 | | | Pinnacle Financial Partners, Inc. | | | $48.0 | | | United Community Banks, Inc. | | | $27.3 | | |||||||||||
| | Ameris Bancorp | | | | $20.4 | | | SouthState Corporation | | | $44.9 | | | Home Bancshares, Inc. | | | $22.7 | | |||||||||||
| UMB Financial Corporation | | | $44.0 | | | Atlantic Union Bankshares Corporation | | | $21.2 | | |||||||||||||||||||
| Hancock Whitney Corporation | | | $35.6 | | | Independent Bank Group, Inc. | | | $19.0 | | |||||||||||||||||||
| Bank OZK | | | $34.2 | | | Trustmark Corporation | | | $18.7 | | |||||||||||||||||||
| Commerce Bancshares, Inc. | | | $31.7 | | | Renasant Corporation | | | $17.4 | | |||||||||||||||||||
| United Bankshares, Inc. | | | $29.9 | | | Hilltop Holdings Inc. | | | $16.5 | | |||||||||||||||||||
| Median | | $28.6 | | ||||||||||||||||||||||||||
| Ameris Bancorp | | $25.2 | |
| 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 | |
41 |
| | | | Base Salary Effective July 1, 2019 | | | 2020 Base Salary | | | Total Adjustment | | |||||||||
| H. Palmer Proctor, Jr. | | | | $ | 850,000 | | | | | $ | 850,000 | | | | | | 0% | | |
| Nicole S. Stokes | | | | $ | 440,000 | | | | | $ | 440,000 | | | | | | 0% | | |
| Lawton E. Bassett, III | | | | $ | 500,000 | | | | | $ | 500,000 | | | | | | 0% | | |
| Jon S. Edwards | | | | $ | 375,000 | | | | | $ | 375,000 | | | | | | 0% | | |
| James A. LaHaise | | | | $ | 375,000 | | | | | $ | 375,000 | | | | | | 0% | | |
| | | 2022 Base Salary | | | 2023 Base Salary | | | Total Adjustment | | |
| H. Palmer Proctor, Jr. | | | $885,000 | | | $925,000 | | | 5% | |
| Nicole S. Stokes | | | $471,000 | | | $485,000 | | | 3% | |
| Lawton E. Bassett, III | | | $500,000 | | | $500,000 | | | 0% | |
| Jon S. Edwards | | | $402,000 | | | $414,000 | | | 3% | |
| James A. LaHaise | | | $442,000 | | | $455,000 | | | 3% | |
42 |
| Performance Measure | | | Weight | | |||
| Credit Quality | | | | ||||
| ROA (Return on Assets) | | | | ||||
| Efficiency Ratio | | | |
| Named Executive Officer | | | Threshold (% of salary) | | | Target (% of salary) | | | Maximum (% of salary) | | |||||||||
| H. Palmer Proctor, Jr. | | | | | 42.50% | | | | | | 85.00% | | | | | | 144.50% | | |
| Nicole S. Stokes | | | | | 32.50% | | | | | | 65.00% | | | | | | 110.50% | | |
| Lawton E. Bassett, III | | | | | 32.50% | | | | | | 65.00% | | | | | | 110.50% | | |
| Jon S. Edwards | | | | | 32.50% | | | | | | 65.00% | | | | | | 110.50% | | |
| James A. LaHaise | | | | | 32.50% | | | | | | 65.00% | | | | | | 110.50% | | |
| 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% | |
43 |
| | | | 33% Weight Credit Quality | | | 34% Weight ROA | | | 33% Weight Efficiency Ratio | |
| Threshold | | | 0.65% | | | 1.40% | | | 57% | |
| Target | | | 0.50% — 0.55% | | | 1.50% — 1.55% | | | 53.00% — 55.00% | |
| Maximum | | | 0.40% | | | 1.65% | | | 51.00% | |
| Actual | | | 0.48% | | | 1.56% | | | 52.17% | |
| | | 33% Weight Credit Quality | | | 34% Weight ROA(2) | | | 33% Weight Efficiency Ratio | | |
| Threshold | | | 0.50% | | | 25th percentile | | | 59.00% | |
| Target Minimum | | | 0.40% | | | 50th percentile | | | 56.00% | |
| Target Maximum | | | 0.35% | | | 60th percentile | | | 55.00% | |
| Maximum | | | 0.25% | | | 75th percentile | | | 52.00% | |
| Actual | | | 0.33%(1) | | | 1.06% | | | 52.58% | |
| Actual Payout Percentage | | | 130.00% | | | 97.12% | | | 160.33% | |
| Total Weighted Payout = 128.83% | | | | | |
(1) | Excludes serviced mortgage nonaccrual loans guaranteed by The Government National Mortgage Association (“Ginnie Mae” or “GNMA”). Credit Quality, as adjusted for such loans, is a non-GAAP measure. See “Reconciliation of GAAP and Non-GAAP Financial Measures” in Exhibit A to this Proxy Statement for a reconciliation to the most comparable GAAP measure. |
(2) | The Threshold, Target Minimum, Target Maximum and Maximum levels were calculated as 0.81%, 1.07%, 1.11% and 1.23%, respectively, based upon the indicated percentiles of the return on assets of companies comprising the KBW Regional Banking Index. |
| Named Executive Officer | | | Base Salary X | | | Target (% of salary) X | | | Company Achievement X | | | Individual Performance = | | | Actual Incentive Payout | | |||||||||||||||
| H. Palmer Proctor, Jr. | | | | $ | 850,000 | | | | | | 85% | | | | | | 118.04% | | | | | | 110% | | | | | $ | 938,131 | | |
| Nicole S. Stokes | | | | $ | 440,000 | | | | | | 65% | | | | | | 118.04% | | | | | | 110% | | | | | $ | 371,357 | | |
| Lawton E. Bassett, III | | | | $ | 500,000 | | | | | | 65% | | | | | | 118.04% | | | | | | 110% | | | | | $ | 421,996 | | |
| Jon S. Edwards | | | | $ | 375,000 | | | | | | 65% | | | | | | 118.04% | | | | | | 110% | | | | | $ | 316,497 | | |
| James A. LaHaise | | | | $ | 375,000 | | | | | | 65% | | | | | | 118.04% | | | | | | 110% | | | | | $ | 316,497 | | |
| Named Executive Officer | | | Base Salary X | | | Target (% of salary) X | | | Company Achievement X | | | Individual Performance = | | | Actual Incentive Payout | |
| H. Palmer Proctor, Jr. | | | $925,000 | | | 110% | | | 128.83% | | | 110% | | | $1,441,926 | |
| Nicole S. Stokes | | | $485,000 | | | 75% | | | 128.83% | | | 110% | | | $515,480 | |
| Lawton E. Bassett, III | | | $500,000 | | | 65% | | | 128.83% | | | 110% | | | $460,566 | |
| Jon S. Edwards | | | $414,000 | | | 65% | | | 128.83% | | | 110% | | | $381,349 | |
| James A. LaHaise | | | $455,000 | | | 75% | | | 128.83% | | | 110% | | | $483,594 | |
44 |
| Named Executive Officer | | | LTI Target | | |||
| H. Palmer Proctor, Jr. | | | | $ | 900,000 | | |
| Nicole S. Stokes | | | | $ | 300,000 | | |
| Lawton E. Bassett, III | | | | $ | 350,000 | | |
| Jon S. Edwards | | | | $ | 300,000 | | |
| James A. LaHaise | | | | $ | 300,000 | | |
| Named Executive Officer | | | LTI Target | |
| H. Palmer Proctor, Jr. | | | $2,600,000 | |
| Nicole S. Stokes | | | $600,000 | |
| Lawton E. Bassett, III | | | $500,000 | |
| Jon S. Edwards | | | $500,000 | |
| James A. LaHaise | | | $600,000 | |
45 |
46 |
| | | | ABCB ROTCE | | | 25% Percentile KBW Regional Banking Index ROTCE | | | 50% Percentile KBW Regional Banking Index ROTCE | | | 75% Percentile KBW Regional Banking Index ROTCE | | | Level | | | Payout | | ||||||||||||||||||
| 2018 | | | | | 19.18% | | | | | | 13.40% | | | | | | 15.44% | | | | | | 17.13% | | | | | | Maximum | | | | | | 200% | | |
| 2019 | | | | | 18.74% | | | | | | 12.46% | | | | | | 14.56% | | | | | | 16.28% | | | | | | Maximum | | | | | | 200% | | |
| 2020 | | | | | 19.77% | | | | | | 8.62% | | | | | | 10.58% | | | | | | 13.18% | | | | | | Maximum | | | | | | 200% | | |
| 3-Year Average | | | | | 19.23% | | | | | | 11.49% | | | | | | 13.53% | | | | | | 15.53% | | | | | | Maximum | | | | | | 200% | | |
| Performance Condition | | | 2021 Internal Metric Performance Stock Units | | |||||||||
| Threshold | | | Target | | | Maximum | | | Actual | | |||
| TBV Growth | | | $31.53 | | | $36.03 | | | $40.94 | | | $35.60 | |
| Incentive Payout | | | 25% | | | 100% | | | 200% | | | 93% | |
| NEO | | | | ||||
| H. Palmer Proctor, Jr. | | | | ||||
| Nicole S. Stokes | | | | ||||
| Lawton E. Bassett, III | | | | ||||
| Jon S. Edwards | | | | ||||
| James A. LaHaise | | | |
| Performance Condition | | | 2021 Total Shareholder Return Performance Stock Units | | |||||||||
| Threshold | | | Target | | | Maximum | | | Actual | | |||
| ROTCE | | | 12.20% | | | 13.52% | | | 15.70% | | | 17.56% | |
| Incentive Payout | | | 25% | | | 100% | | | 200% | | | 200% | |
NEO | | | Number of Shares Issued | | |
| H. Palmer Proctor, Jr. | | | 14,032 | |
| Nicole S. Stokes | | | 4,318 | |
| Lawton E. Bassett, III | | | 3,778 | |
| Jon S. Edwards | | | 3,238 | |
| James A. LaHaise | | | 3,778 | |
47 |
48 |
(i) | “cause” means: (a) the commission of an act by the employee involving gross negligence, willful misconduct or moral turpitude that is materially damaging to the business, customer relations, operations or prospects of the Company or the Bank that brings the Company or the Bank into public disrepute or disgrace; (b) the commission of an act by the employee constituting dishonesty or fraud against the Company or the Bank; (c) the employee is convicted of, or pleads guilty or nolo contendere to, any crime involving breach of trust or moral turpitude or any felony; or (d) a consistent pattern of failure by the employee to follow the reasonable written instructions or policies of the employee’s supervisor or the Board. |
(ii) | “good reason” means: (a) a material reduction in the employee’s rate of regular compensation from the Bank; (b) a relocation of the employee’s principal place of employment by more than 50 miles, other than to an office or location closer to the employee’s home residence and except for required travel on Bank business to an extent substantially consistent with the employee’s business travel obligations as of the date of relocation; or (c) a material reduction in the employee’s authority, duties, title or responsibilities, other than any change resulting solely from a change in the publicly-traded status of the Company or the Bank; provided, however, that the employee must provide timely notice to the Company and the Bank of the condition the employee contends is Good Reason, and the Company and the Bank must have a period of 30 days to remedy the Good Reason. |
49 |
(i) | “cause” means: (a) the willful and continued failure of the employee to perform the employee’s duties with the Company and the Bank, other than any such failure resulting from disability, or to follow the directives of the Board or a more senior executive of the Company or the Bank, following written notice; (b) the employee’s willful misconduct or gross negligence in connection with the Company’s or the Bank’s business or relating to the employee’s duties under the Severance Agreement; (c) a willful act by the employee which constitutes a material breach of the employee’s fiduciary duty to the Company or the Bank; (d) the employee’s habitual substance abuse; (e) the employee’s being convicted of, or pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude; (f) the employee’s willful theft, embezzlement or act of comparable dishonesty against the Company or the Bank; (g) a material breach by the employee of the Severance Agreement, which breach is not cured (if curable) by the employee within a specified period following notice; or (h) conduct by the employee that results in the permanent removal of the employee from the employee’s position as an officer or employee of the Company or the Bank pursuant to a written order by any banking regulatory agency with authority or jurisdiction over the Company or the Bank, as the case may be. |
(ii) | “good reason” means: (a) a material reduction in the aggregate amount of the employee’s base salary plus annual and long-term incentive compensation opportunities; (b) a material diminution in the employee’s authority, duties or responsibilities; (c) a material change in the geographic location at which the employee must regularly perform the services to be performed by the employee pursuant to the Severance Agreement; and (d) any other action or inaction that constitutes a material breach by the Company and the Bank of the Severance Agreement; provided, however, that the employee must provide notice to the Company and the Bank of the condition the employee contends is good reason within 90 days after the initial existence of the condition, and the Company and the Bank must have a period of 30 days to remedy the condition. If the condition is not remedied within such 30-day period, then the employee must provide a notice of termination within 30 days after the end of the remedy period. |
(iii) | “change of control” means, subject to certain exceptions, the occurrence of any of the following events: (a) any individual, entity or group (a “Person”) becomes the beneficial owner of 30% or |
50 |
51 |
52 |
53 |
54 |
| 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 | | |||||||||||||||||||||||||||
| H. Palmer Proctor, Jr. Chief Executive Officer | | | | | 2020 | | | | | $ | 850,000 | | | | | $ | 0 | | | | | $ | 893,793 | | | | | $ | 0 | | | | | $ | 938,131 | | | | | $ | 0 | | | | | $ | 58,377 | | | | | $ | 2,740,301 | | |
| | | 2019 | | | | | $ | 425,000 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 716,077 | | | | | $ | 0 | | | | | $ | 13,304 | | | | | $ | 1,154,381 | | | |||
| Nicole S. Stokes Corporate Executive Vice President and Chief Financial Officer | | | | | 2020 | | | | | $ | 440,000 | | | | | $ | 0 | | | | | $ | 297,931 | | | | | $ | 0 | | | | | $ | 371,357 | | | | | $ | 9,361 | | | | | $ | 55,470 | | | | | $ | 1,174,119 | | |
| | | 2019 | | | | | $ | 411,205 | | | | | $ | 0 | | | | | $ | 300,019 | | | | | $ | 0 | | | | | $ | 283,458 | | | | | $ | 8,507 | | | | | $ | 110,479 | | | | | $ | 1,113,668 | | | |||
| | | 2018 | | | | | $ | 300,000 | | | | | $ | 0 | | | | | $ | 164,979 | | | | | $ | 0 | | | | | $ | 218,147 | | | | | $ | 7,717 | | | | | $ | 10,262 | | | | | $ | 701,105 | | | |||
| Lawton E. Bassett, III Corporate Executive Vice President, Chief Banking Officer and Bank President | | | | | 2020 | | | | | $ | 500,000 | | | | | $ | 0 | | | | | $ | 347,599 | | | | | $ | 0 | | | | | $ | 421,996 | | | | | $ | 24,451 | | | | | $ | 30,444 | | | | | $ | 1,324,490 | | |
| | | 2019 | | | | | $ | 472,066 | | | | | $ | 0 | | | | | $ | 349,982 | | | | | $ | 0 | | | | | $ | 322,111 | | | | | $ | 22,264 | | | | | $ | 51,715 | | | | | $ | 1,218,138 | | | |||
| | | 2018 | | | | | $ | 400,000 | | | | | $ | 0 | | | | | $ | 299,962 | | | | | $ | 0 | | | | | $ | 293,800 | | | | | $ | 20,195 | | | | | $ | 17,126 | | | | | $ | 1,031,083 | | | |||
| Jon S. Edwards Corporate Executive Vice President and Chief Credit Officer | | | | | 2020 | | | | | $ | 375,000 | | | | | $ | 0 | | | | | $ | 297,931 | | | | | $ | 0 | | | | | $ | 316,497 | | | | | $ | 73,597 | | | | | $ | 45,210 | | | | | $ | 1,108,235 | | |
| | | 2019 | | | | | $ | 364,343 | | | | | $ | 0 | | | | | $ | 300,019 | | | | | $ | 0 | | | | | $ | 241,583 | | | | | $ | 67,314 | | | | | $ | 110,704 | | | | | $ | 1,083,964 | | | |||
| | | 2018 | | | | | $ | 320,000 | | | | | $ | 0 | | | | | $ | 199,993 | | | | | $ | 0 | | | | | $ | 211,536 | | | | | $ | 61,061 | | | | | $ | 22,001 | | | | | $ | 814,591 | | | |||
| James A. LaHaise Corporate Executive Vice President and Chief Strategy Officer | | | | | 2020 | | | | | $ | 375,000 | | | | | $ | 0 | | | | | $ | 297,931 | | | | | $ | 0 | | | | | $ | 316,497 | | | | | $ | 67,423 | | | | | $ | 224,174 | | | | | $ | 1,281,025 | | |
| | | 2019 | | | | | $ | 364,343 | | | | | $ | 0 | | | | | $ | 300,019 | | | | | $ | 0 | | | | | $ | 241,583 | | | | | $ | 61,247 | | | | | $ | 27,440 | | | | | $ | 994,632 | | | |||
| | | 2018 | | | | | $ | 320,000 | | | | | $ | 0 | | | | | $ | 199,993 | | | | | $ | 0 | | | | | $ | 232,690 | | | | | $ | 55,228 | | | | | $ | 27,132 | | | | | $ | 835,043 | | |
| 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 | | | 2023 | | | $918,333 | | | $— | | | $2,629,751 | | | $— | | | $1,441,926 | | | $— | | | $98,204 | | | $5,088,214 | |
| 2022 | | | $879,167 | | | $— | | | $2,008,597 | | | $— | | | $1,465,458 | | | $— | | | $50,201 | | | $4,403,423 | | |||
| 2021 | | | $850,000 | | | $— | | | $1,317,066 | | | $— | | | $1,219,240 | | | $— | | | $51,200 | | | $3,437,506 | | |||
| Nicole S. Stokes Corporate EVP and CFO | | | 2023 | | | $482,667 | | | $— | | | $606,862 | | | $— | | | $515,480 | | | $15,462 | | | $46,105 | | | $1,666,576 | |
| 2022 | | | $468,000 | | | $— | | | $602,578 | | | $— | | | $531,765 | | | $19,745 | | | $30,059 | | | $1,652,147 | | |||
| 2021 | | | $450,833 | | | $— | | | $405,266 | | | $— | | | $422,359 | | | $10,286 | | | $35,183 | | | $1,323,927 | | |||
| Lawton E. Bassett, III EVP and Banking Group President | | | 2023 | | | $500,000 | | | $— | | | $505,709 | | | $— | | | $460,566 | | | $38,429 | | | $45,908 | | | $1,550,612 | |
| 2022 | | | $500,000 | | | $— | | | $502,149 | | | $— | | | $489,239 | | | $46,576 | | | $25,028 | | | $1,562,992 | | |||
| 2021 | | | $500,000 | | | $— | | | $354,584 | | | $— | | | $466,180 | | | $26,867 | | | $29,283 | | | $1,376,914 | | |||
| Jon S. Edwards Corporate EVP and Chief Credit Officer | | | 2023 | | | $412,000 | | | $— | | | $505,709 | | | $— | | | $381,349 | | | $110,005 | | | $42,687 | | | $1,451,750 | |
| 2022 | | | $399,333 | | | $— | | | $502,149 | | | $— | | | $393,348 | | | $134,560 | | | $24,707 | | | $1,454,097 | | |||
| 2021 | | | $384,167 | | | $— | | | $303,994 | | | $— | | | $359,891 | | | $80,864 | | | $28,382 | | | $1,157,298 | | |||
| James A. LaHaise Corporate EVP and Chief Strategy Officer | | | 2023 | | | $452,833 | | | $— | | | $606,862 | | | $— | | | $483,594 | | | $97,355 | | | $45,858 | | | $1,686,502 | |
| 2022 | | | $439,167 | | | $— | | | $602,578 | | | $— | | | $499,024 | | | $110,444 | | | $27,775 | | | $1,678,988 | | |||
| 2021 | | | $416,667 | | | $— | | | $354,584 | | | $— | | | $396,253 | | | $74,456 | | | $33,179 | | | $1,275,139 | |
(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 for 2023 are based on relative TBV Growth of the Company, exclusive of changes in AOCI, ranked in terms of a percentile in relation to the three-year TBV Growth, exclusive of changes in AOCI, 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 and prior to 2023 which were based on internal 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. |
(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, $2,999,196; Ms. Stokes, $692,122; Mr. Bassett, $576,722; Mr. Edwards, $576,722; and Mr. LaHaise, $692,122. |
(3) | Details on the amounts reported for All Other Compensation in 2023 are set forth in the following supplementary table. |
| Named Executive Officer | | | Auto Provision(a) | | | Dividends | | | Employer 401(k) Match | | | Health and Welfare(b) | | | Life Insurance | |
| H. Palmer Proctor, Jr. | | | $7,536 | | | $56,495 | | | $13,200 | | | $15,715 | | | $5,258 | |
| Nicole S. Stokes | | | $— | | | $18,600 | | | $11,250 | | | $15,715 | | | $540 | |
| Lawton E. Bassett, III | | | $3,300 | | | $20,969 | | | $13,200 | | | $6,891 | | | $1,548 | |
| Jon S. Edwards | | | $— | | | $18,120 | | | $13,200 | | | $8,991 | | | $2,376 | |
| James A. LaHaise | | | $— | | | $18,465 | | | $13,200 | | | $11,817 | | | $2,376 | |
(a) | Amounts reported in the table reflect the personal-use levels of this perquisite. |
(b) | Amounts incurred by the Company for the employer’s cost of providing health and welfare benefits. |
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| Named Executive Officer | | | Auto Provision(a) | | | Country Club Membership and Dues(a) | | | Moving Expenses(b) | | | Dividends | | | Employer 401(k) Match | | | Health and Welfare(c) | | | Life Insurance | | |||||||||||||||||||||
| H. Palmer Proctor, Jr. | | | | $ | 3,904 | | | | | $ | 18,059 | | | | | $ | — | | | | | $ | 7,867 | | | | | $ | 8,550 | | | | | $ | 16,546 | | | | | $ | 3,451 | | |
| Nicole S. Stokes. | | | | $ | — | | | | | $ | — | | | | | $ | 21,136 | | | | | $ | 8,995 | | | | | $ | 8,550 | | | | | $ | 16,249 | | | | | $ | 540 | | |
| Lawton E. Bassett, III | | | | $ | 1,352 | | | | | $ | — | | | | | $ | — | | | | | $ | 12,195 | | | | | $ | 8,550 | | | | | $ | 7,519 | | | | | $ | 828 | | |
| Jon S. Edwards | | | | $ | 2,450 | | | | | $ | — | | | | | $ | 14,559 | | | | | $ | 9,751 | | | | | $ | 8,550 | | | | | $ | 8,352 | | | | | $ | 1,548 | | |
| James A. LaHaise | | | | $ | 3,542 | | | | | $ | 3,209 | | | | | $ | 184,691 | | | | | $ | 9,751 | | | | | $ | 8,550 | | | | | $ | 12,883 | | | | | $ | 1,548 | | |
| | | | | | | | | | | | | 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 and Option Awards(4) | | ||||||||||||||||||||||||||||||||||||
| Name | | | Plan/Grant Date | | | Award Type | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||||||||||||||
| H. Palmer Proctor, Jr. | | | | | 3/11/2020 | | | | STI | | | | | 361,250 | | | | | | 722,500 | | | | | | 1,228,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 3/11/2020 | | | | RSA | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,483 | | | | | $ | 450,012 | | |
| | | | | | 3/11/2020 | | | | IM PSU | | | | | — | | | | | | — | | | | | | — | | | | | | 2,185 | | | | | | 8,741 | | | | | | 17,482 | | | | | | — | | | | | $ | 224,993 | | |
| | | | | | 3/11/2020 | | | | TSR PSU | | | | | — | | | | | | — | | | | | | — | | | | | | 2,185 | | | | | | 8,741 | | | | | | 17,482 | | | | | | — | | | | | $ | 218,787 | | |
| Nicole S. Stokes | | | | | 3/11/2020 | | | | STI | | | | | 143,000 | | | | | | 286,000 | | | | | | 486,200 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 3/11/2020 | | | | RSA | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,828 | | | | | $ | 150,013 | | |
| | | | | | 3/11/2020 | | | | IM PSU | | | | | — | | | | | | — | | | | | | — | | | | | | 729 | | | | | | 2,914 | | | | | | 5,828 | | | | | | — | | | | | $ | 75,006 | | |
| | | | | | 3/11/2020 | | | | TSR PSU | | | | | — | | | | | | — | | | | | | — | | | | | | 728 | | | | | | 2,913 | | | | | | 5,826 | | | | | | — | | | | | $ | 72,912 | | |
| Lawton E. Bassett, III | | | | | 3/11/2020 | | | | STI | | | | | 162,500 | | | | | | 325,000 | | | | | | 552,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 3/11/2020 | | | | RSA | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,799 | | | | | $ | 175,006 | | |
| | | | | | 3/11/2020 | | | | IM PSU | | | | | — | | | | | | — | | | | | | — | | | | | | 850 | | | | | | 3,400 | | | | | | 6,800 | | | | | | — | | | | | $ | 87,516 | | |
| | | | | | 3/11/2020 | | | | TSR PSU | | | | | — | | | | | | — | | | | | | — | | | | | | 850 | | | | | | 3,399 | | | | | | 6,798 | | | | | | — | | | | | $ | 85,077 | | |
| Jon S. Edwards | | | | | 3/11/2020 | | | | STI | | | | | 121,875 | | | | | | 243,750 | | | | | | 414,375 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 3/11/2020 | | | | RSA | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,828 | | | | | $ | 150,013 | | |
| | | | | | 3/11/2020 | | | | IM PSU | | | | | — | | | | | | — | | | | | | — | | | | | | 729 | | | | | | 2,914 | | | | | | 5,828 | | | | | | — | | | | | $ | 75,006 | | |
| | | | | | 3/11/2020 | | | | TSR PSU | | | | | — | | | | | | — | | | | | | — | | | | | | 728 | | | | | | 2,913 | | | | | | 5,826 | | | | | | — | | | | | $ | 72,912 | | |
| James A. LaHaise | | | | | 3/11/2020 | | | | STI | | | | | 121,875 | | | | | | 243,750 | | | | | | 414,375 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 3/11/2020 | | | | RSA | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,828 | | | | | $ | 150,013 | | |
| | | | | | 3/11/2020 | | | | IM PSU | | | | | — | | | | | | — | | | | | | — | | | | | | 729 | | | | | | 2,914 | | | | | | 5,828 | | | | | | — | | | | | $ | 75,006 | | |
| | | | | | 3/11/2020 | | | | TSR PSU | | | | | — | | | | | | — | | | | | | — | | | | | | 728 | | | | | | 2,913 | | | | | | 5,826 | | | | | | — | | | | | $ | 72,912 | | |
| Name | | | Plan/Grant Date | | | Award Type | | | 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) | | ||||||||||||
| Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||
| H. Palmer Proctor, Jr. | | | 2/23/2023 | | | STI | | | 508,750 | | | 1,017,500 | | | 1,729,750 | | | — | | | — | | | — | | | — | | | — | |
| | | 2/23/2023 | | | RSA | | | — | | | — | | | — | | | — | | | — | | | — | | | 21,537 | | | 1,040,022 | | |
| | | 2/23/2023 | | | IM PSU | | | — | | | — | | | — | | | 4,038 | | | 16,152 | | | 32,304 | | | — | | | 794,840 | | |
| | | 2/23/2023 | | | TSR PSU | | | — | | | — | | | — | | | 4,038 | | | 16,153 | | | 32,306 | | | — | | | 794,889 | | |
| Nicole S. Stokes | | | 2/23/2023 | | | STI | | | 181,875 | | | 363,750 | | | 618,375 | | | — | | | — | | | — | | | — | | | — | |
| | | 2/23/2023 | | | RSA | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,970 | | | 240,001 | | |
| | | 2/23/2023 | | | IM PSU | | | — | | | — | | | — | | | 932 | | | 3,727 | | | 7,454 | | | — | | | 183,406 | | |
| | | 2/23/2023 | | | TSR PSU | | | — | | | — | | | — | | | 932 | | | 3,728 | | | 7,456 | | | — | | | 183,455 | | |
| Lawton E. Bassett, III | | | 2/23/2023 | | | STI | | | 162,500 | | | 325,000 | | | 552,500 | | | — | | | — | | | — | | | — | | | — | |
| | | 2/23/2023 | | | RSA | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,142 | | | 200,017 | | |
| | | 2/23/2023 | | | IM PSU | | | — | | | — | | | — | | | 777 | | | 3,106 | | | 6,212 | | | — | | | 152,846 | | |
| | | 2/23/2023 | | | TSR PSU | | | — | | | — | | | — | | | 777 | | | 3,106 | | | 6,212 | | | — | | | 152,846 | | |
| Jon S. Edwards | | | 2/23/2023 | | | STI | | | 134,550 | | | 269,100 | | | 457,470 | | | — | | | — | | | — | | | — | | | | |
| | | 2/23/2023 | | | RSA | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,142 | | | 200,017 | | |
| | | 2/23/2023 | | | IM PSU | | | — | | | — | | | — | | | 777 | | | 3,106 | | | 6,212 | | | — | | | 152,846 | | |
| | | 2/23/2023 | | | TSR PSU | | | — | | | — | | | — | | | 777 | | | 3,106 | | | 6,212 | | | — | | | 152,846 | | |
| James A. LaHaise | | | 2/23/2023 | | | STI | | | 170,625 | | | 341,250 | | | 580,125 | | | — | | | — | | | — | | | — | | | — | |
| | | 2/23/2023 | | | RSA | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,970 | | | 240,001 | | |
| | | 2/23/2023 | | | IM PSU | | | — | | | — | | | — | | | 932 | | | 3,727 | | | 7,454 | | | — | | | 183,406 | | |
| | | 2/23/2023 | | | TSR PSU | | | — | | | — | | | — | | | 932 | | | 3,728 | | | 7,456 | | | — | | | 183,455 | |
STI | | | = Short Term (Annual) Incentives |
RSA | | | = Restricted Stock Award |
IM PSU | | | = Internal Metric Performance Stock Units |
TSR PSU | | | = Total Shareholder Return Performance Stock Units |
(1) | The amounts shown under the Target column reflect the possible payment if performance measures are achieved at Target level under the short-term incentive plan as approved by the Board on February 23, 2023. The amounts shown under the Threshold column reflect the possible minimum payment level under the short-term incentive plan, which is 50% of Target. The amounts shown under the Maximum column reflect the maximum possible payment under the short-term incentive plan, which is 170% of Target. |
(2) | Amounts represent the estimated Threshold, Target and Maximum payouts as of the grant date for the NEOs’ 2023 awards of performance stock units. The actual value realized by the NEO for the 2023 performance stock units will not be determined until the time of vesting. |
(3) | Amounts represent the NEOs’ 2023 restricted stock award. The grant date fair value of the restricted stock awards approved by the Board for all NEOs and granted on February 23, 2023 was $48.29 per share. |
(4) | Amounts granted pursuant to the 2021 Plan as described in the “Executive Compensation-Compensation Discussion and Analysis.” Assumptions used to calculate fair market value are provided in Note 15 to the Company’s consolidated financial statement included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
56 |
| 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 | | 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 | | | | 5,827 | | | | $ | 221,834 | | | | | | | | | | | | | | | 3/11/2021(1) | | | H. Palmer Proctor, Jr. | | | RSA | | 4,677 | | td48,115 | | | | 2/18/2024(1) | | ||||||||||||
| RSA | | | | 5,828 | | | | $ | 221,872 | | | | | | | | | | | | | | | 3/11/2022(1) | | | | RSA | | 14,166 | | $751,506 | | | | 2/24/2024(2)(7) | | |||||||||||||||||
| RSA | | | | 5,828 | | | | $ | 221,872 | | | | | | | | | | | | | | | 3/11/2023(1) | | | | IM PSU(8) | | | | 10,480 | | $555,964 | | 12/31/2024(3) | | |||||||||||||||||
| IM PSU(7) | | | | | | | | | | | | | | 8,741 | | | | $ | 332,770 | | | | | 12/31/2022(2) | | | | TSR PSU(8) | | | | 10,480 | | $555,964 | | 12/31/2024(4) | | |||||||||||||||||
| TSR PSU(7) | | | | | | | | | | | | | | 8,741 | | | | $ | 332,770 | | | | | 12/31/2022(3) | | | | RSA | | 14,166 | | $751,506 | | | | 2/24/2025(2)(7) | | |||||||||||||||||
| Nicole S. Stokes | | | RSA | | | | 1,529 | | | | $ | 58,209 | | | | | | | | | | | | | | | 2/19/2021(4) | | | | IM PSU(8) | | | | 16,152 | | $856,864 | | 12/31/2025(5) | | ||||||||||||||
| PBRSA(7) | | | | | | | | | | | | | | 1,529 | | | | $ | 58,209 | | | | | 2/19/2021(5) | | | | TSR PSU(8) | | | | 16,153 | | $856,917 | | 12/31/2025(6) | | |||||||||||||||||
| RSA | | | | 1,942 | | | | $ | 73,932 | | | | | | | | | | | | | | | 3/11/2021(1) | | | | RSA | | 7,179 | | $380,846 | | | | 2/24/2026(7) | | |||||||||||||||||
| RSA | | | | 3,693 | | | | $ | 140,593 | | | | | | | | | | | | | | | 2/19/2022(4) | | | Nicole S. Stokes | | | RSA | | 1,439 | | $76,339 | | | | 2/18/2024(1) | | |||||||||||||||
| PBRSA(7) | | | | | | | | | | | | | | 3,693 | | | | $ | 140,593 | | | | | 2/19/2022(6) | | | | RSA | | 3,753 | | td99,097 | | | | 2/24/2024(2)(7) | | |||||||||||||||||
| RSA | | | | 1,943 | | | | $ | 73,970 | | | | | | | | | | | | | | | 3/11/2022(1) | | | | IM PSU(8) | | | | 3,144 | | td66,789 | | 12/31/2024(3) | | |||||||||||||||||
| IM PSU(7) | | | | | | | | | | | | | | 2,914 | | | | $ | 110,936 | | | | | 12/31/2022(2) | | | | TSR PSU(8) | | | | 3,144 | | td66,789 | | 12/31/2024(4) | | |||||||||||||||||
| TSR PSU(7) | | | | | | | | | | | | | | 2,913 | | | | $ | 110,898 | | | | | 12/31/2022(3) | | | | RSA | | 3,753 | | td99,097 | | | | 2/24/2025(2)(7) | | |||||||||||||||||
| RSA | | | | 1,943 | | | | $ | 73,970 | | | | | | | | | | | | | | | 3/11/2023(1) | | | | IM PSU(8) | | | | 3,727 | | td97,717 | | 12/31/2025(5) | | |||||||||||||||||
| | TSR PSU(8) | | | | 3,728 | | td97,770 | | 12/31/2025(6) | | ||||||||||||||||||||||||||||||||||||||||||||
| RSA | | 1,656 | | $87,851 | | | | 2/24/2026(7) | | |||||||||||||||||||||||||||||||||||||||||||||
Lawton E. Bassett, III | | | RSA | | 1,259 | | $66,790 | | | | 2/18/2024(1) | | |||||||||||||||||||||||||||||||||||||||||||
| RSA | | 3,128 | | td65,940 | | | | 2/24/2024(2)(7) | | |||||||||||||||||||||||||||||||||||||||||||||
| IM PSU(8) | | | | 2,620 | | td38,991 | | 12/31/2024(3) | | |||||||||||||||||||||||||||||||||||||||||||||
| TSR PSU(8) | | | | 2,620 | | td38,991 | | 12/31/2024(4) | | |||||||||||||||||||||||||||||||||||||||||||||
| RSA | | 3,128 | | td65,940 | | | | 2/24/2025(2)(7) | | |||||||||||||||||||||||||||||||||||||||||||||
| IM PSU(8) | | | | 3,106 | | td64,773 | | 12/31/2025(5) | | |||||||||||||||||||||||||||||||||||||||||||||
| | TSR PSU(8) | | | | 3,106 | | td64,773 | | 12/31/2025(6) | | ||||||||||||||||||||||||||||||||||||||||||||
| RSA | | 1,380 | | $73,209 | | | | 2/24/2026(7) | | |||||||||||||||||||||||||||||||||||||||||||||
Jon S. Edwards | | | RSA | | 1,079 | | $57,241 | | | | 2/18/2024(1) | | |||||||||||||||||||||||||||||||||||||||||||
| RSA | | 3,128 | | td65,940 | | | | 2/24/2024(2)(7) | | |||||||||||||||||||||||||||||||||||||||||||||
| IM PSU(8) | | | | 2,620 | | td38,991 | | 12/31/2024(3) | | |||||||||||||||||||||||||||||||||||||||||||||
| TSR PSU(8) | | | | 2,620 | | td38,991 | | 12/31/2024(4) | | |||||||||||||||||||||||||||||||||||||||||||||
| RSA | | 3,128 | | td65,940 | | | | 2/24/2025(2)(7) | | |||||||||||||||||||||||||||||||||||||||||||||
| IM PSU(8) | | | | 3,106 | | td64,773 | | 12/31/2025(5) | | |||||||||||||||||||||||||||||||||||||||||||||
| | TSR PSU(8) | | | | 3,106 | | td64,773 | | 12/31/2025(6) | | ||||||||||||||||||||||||||||||||||||||||||||
| RSA | | 1,380 | | $73,209 | | | | 2/24/2026(7) | |
57 |
| 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 | |
| James A. LaHaise | | | RSA | | | 1,259 | | | $66,790 | | | | | | | 2/18/2024(1) | | ||
| RSA | | | 3,753 | | | $199,097 | | | | | | | 2/24/2024(2)(7) | | |||||
| IM PSU(8) | | | | | | | 3,144 | | | $166,789 | | | 12/31/2024(3) | | |||||
| TSR PSU(8) | | | | | | | 3,144 | | | $166,789 | | | 12/31/2024(4) | | |||||
| RSA | | | 3,753 | | | $199,097 | | | | | | | 2/24/2025(2)(7) | | |||||
| IM PSU(8) | | | | | | | 3,727 | | | $197,717 | | | 12/31/2025(5) | | |||||
| TSR PSU(8) | | | | | | | 3,728 | | | $197,770 | | | 12/31/2025(6) | | |||||
| RSA | | | 1,656 | | | $87,851 | | | | | | | 2/24/2026(7) | |
RSA | | | = Restricted Stock Award |
IM PSU | | | = Internal Metric Performance Stock Unit |
TSR PSU | | | = Total Shareholder Return Performance Stock Unit |
(1) | RSA granted on February 18, 2021, which vests in equal installments over a three-year period. |
(2) | RSA granted on February 24, 2022, which vests in equal installments over a three-year period. |
(3) | IM PSUs granted on February 24, 2022, which are based on TBV Growth objectives over the three-year period. |
(4) | TSR PSUs granted on February 24, 2022, which are based on relative ROTCE of the Company ranked in terms of a percentile in relation to the three-year ROTCE for the same period of a peer group consisting of the companies comprising the KRX and are subject to a TSR modifier comparing the TSR of the Company to that of the KRX. The fair values of the TSR PSUs at the grant date were determined using a Monte Carlo simulation method. |
(5) | IM PSUs granted on February 23, 2023, which are based on relative TBV Growth of the Company, exclusive of changes in AOCI, ranked in terms of a percentile in relation to the three-year TBV Growth, exclusive of changes in AOCI, for the same period of a peer group consisting of the companies comprising the KRX and are subject to a TSR modifier comparing the TSR of the Company to that of the KRX. The fair values of the TSR PSUs at the grant date were determined using a Monte Carlo simulation method. |
(6) | TSR PSUs granted on February 23, 2023, which are based on relative ROTCE of the Company ranked in terms of a percentile in relation to the three-year ROTCE for the same period of a peer group consisting of the companies comprising the KRX and are subject to a TSR modifier comparing the TSR of the Company to that of the KRX. The fair values of the TSR PSUs at the grant date were determined using a Monte Carlo simulation method. |
(7) | RSA granted on February 23, 2023, which vests in equal installments over a three-year period. |
(8) | Included at Target level. |
58 |
| 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 | | |||||||||||||||
| Lawton E. Bassett, III | | | RSA | | | | | 2,780 | | | | | $ | 105,835 | | | | | | | | | | | | | | | | | | 2/19/2021(4) | | |
| PBRSA(7) | | | | | | | | | | | | | | | | | 2,780 | | | | | $ | 105,835 | | | | | | 2/19/2021(5) | | | |||
| RSA | | | | | 2,266 | | | | | $ | 86,267 | | | | | | | | | | | | | | | | | | 3/11/2021(1) | | | |||
| RSA | | | | | 4,308 | | | | | $ | 164,006 | | | | | | | | | | | | | | | | | | 2/19/2022(4) | | | |||
| PBRSA(7) | | | | | | | | | | | | | | | | | 4,308 | | | | | $ | 164,006 | | | | | | 2/19/2022(6) | | | |||
| RSA | | | | | 2,266 | | | | | $ | 86,267 | | | | | | | | | | | | | | | | | | 3/11/2022(1) | | | |||
| IM PSU(7) | | | | | | | | | | | | | | | | | 3,400 | | | | | $ | 129,438 | | | | | | 12/31/2022(2) | | | |||
| TSR PSU(7) | | | | | | | | | | | | | | | | | 3,399 | | | | | $ | 129,400 | | | | | | 12/31/2022(3) | | | |||
| RSA | | | | | 2,267 | | | | | $ | 86,305 | | | | | | | | | | | | | | | | | | 3/11/2023(1) | | | |||
| Jon S. Edwards | | | RSA | | | | | 1,853 | | | | | $ | 70,544 | | | | | | | | | | | | | | | | | | 2/19/2021(4) | | |
| PBRSA(7) | | | | | | | | | | | | | | | | | 1,854 | | | | | $ | 70,582 | | | | | | 2/19/2021(5) | | | |||
| RSA | | | | | 1,942 | | | | | $ | 73,932 | | | | | | | | | | | | | | | | | | 3/11/2021(1) | | | |||
| RSA | | | | | 3,693 | | | | | $ | 140,593 | | | | | | | | | | | | | | | | | | 2/19/2022(4) | | | |||
| PBRSA(7) | | | | | | | | | | | | | | | | | 3,693 | | | | | $ | 140,593 | | | | | | 2/19/2022(6) | | | |||
| RSA | | | | | 1,943 | | | | | $ | 73,970 | | | | | | | | | | | | | | | | | | 3/11/2022(1) | | | |||
| IM PSU(7) | | | | | | | | | | | | | | | | | 2,914 | | | | | $ | 110,936 | | | | | | 12/31/2022(2) | | | |||
| TSR PSU(7) | | | | | | | | | | | | | | | | | 2,913 | | | | | $ | 110,898 | | | | | | 12/31/2022(3) | | | |||
| RSA | | | | | 1,943 | | | | | $ | 73,970 | | | | | | | | | | | | | | | | | | 3/11/2023(1) | | | |||
| James A. LaHaise | | | RSA | | | | | 1,853 | | | | | $ | 70,544 | | | | | | | | | | | | | | | | | | 2/19/2021(4) | | |
| PBRSA(7) | | | | | | | | | | | | | | | | | 1,854 | | | | | $ | 70,582 | | | | | | 2/19/2021(5) | | | |||
| RSA | | | | | 1,942 | | | | | $ | 73,932 | | | | | | | | | | | | | | | | | | 3/11/2021(1) | | | |||
| RSA | | | | | 3,693 | | | | | $ | 140,593 | | | | | | | | | | | | | | | | | | 2/19/2022(4) | | | |||
| PBRSA(7) | | | | | | | | | | | | | | | | | 3,693 | | | | | $ | 140,593 | | | | | | 2/19/2022(6) | | | |||
| RSA | | | | | 1,943 | | | | | $ | 73,970 | | | | | | | | | | | | | | | | | | 3/11/2022(1) | | | |||
| IM PSU(7) | | | | | | | | | | | | | | | | | 2,914 | | | | | $ | 110,936 | | | | | | 12/31/2022(2) | | | |||
| TSR PSU(7) | | | | | | | | | | | | | | | | | 2,913 | | | | | $ | 110,898 | | | | | | 12/31/2022(3) | | | |||
| RSA | | | | | 1,943 | | | | | $ | 73,970 | | | | | | | | | | | | | | | | | | 3/11/2023(1) | | |
| | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting | | |||||||
| H. Palmer Proctor, Jr. | | | | | $1,903,016(1)(6) | | |||||||
| Nicole S. Stokes | | | | | $ | | |||||||
| Lawton E. Bassett, III | | | | | $ | | |||||||
| Jon S. Edwards | | | | | $ | | |||||||
| James A. LaHaise | | | | | $ | |
Reflects the value of 4,678 shares at the closing price of $48.92 for one share of Common Stock on February 18, 2023, the value of 6,986 shares at the closing price of $48.02 for one share of Common Stock on February 24, 2023, the value of 5,827 shares at the closing price of $42.45 for one share of Common Stock on March 11, 2023 and the value of 20,572 shares at the closing price of $53.05 for one share of Common Stock on December 31, 2023. |
(2) | Reflects the value of 1,439 shares at the closing price of $48.92 for one share of Common Stock on February 18, 2023, the value of 2,096 shares at the closing price of $48.02 for one share of Common Stock on February 24, 2023, the value of 1,942 shares at the closing price of $42.45 for one share of Common Stock on March 11, 2023 and the value of 6,330 shares at the closing price of $53.05 for one share of Common Stock on December 31, 2023. |
(3) | Reflects the value of 1,259 shares at the closing price of $48.92 for one share of Common Stock on February 18, 2023, the value of 1,746 shares at the closing price of $48.02 for one share of Common Stock on February 24, 2023, the value of 2,267 shares at the closing price of $42.45 for one share of Common Stock on March 11, 2023 and the value of 5,538 shares at the closing price of $53.05 for one share of Common Stock on December 31, 2023. |
(4) | Reflects the value of 1,080 shares at the closing price of $48.92 for one share of Common Stock on February 18, 2023, the value of 1,746 shares at the closing price of $48.02 for one share of Common Stock on February 24, 2023, the value of 1,942 shares at the closing price of $42.45 for one share of Common Stock on March 11, 2023 and the value of 4,748 shares at the closing price of $53.05 for one share of Common Stock on December 31, 2023. |
(5) | Reflects the value of 1,259 shares at the closing price of $48.92 for one share of Common Stock on February 18, 2023, the value of 2,096 shares at the closing price of $48.02 for one share of Common Stock on February 24, 2023, the value of 1,942 shares at the closing price of $42.45 for one share of Common Stock on March 11, 2023 and the value of 5,538 shares at the closing price of $53.05 for one share of Common Stock on December 31, 2023. |
(6) | Includes the value of 20,572, 6,330, 5,538, 4,748, 5,538 shares for Proctor, Stokes, Bassett, Edwards and LaHaise, respectively, vested on December 31, 2023 pursuant to PSUs granted February 18, 2021. The shares were issued to each of the executives on February 21, 2024 following certification by the Compensation Committee and approval by the Board. |
| 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 | | | | | 8 | | | | | $ | 54,946 | | | | | | — | | |
| Lawton E. Bassett, III. | | | SERP Agreement 11-7-2012 | | | | | 8 | | | | | $ | 143,754 | | | | | | — | | |
| Jon S. Edwards | | | SERP Agreement 11-7-2012 | | | | | 8 | | | | | $ | 434,309 | | | | | | — | | |
| James A. LaHaise | | | SERP Agreement 11-10-2015 | | | | | 5 | | | | | $ | 284,114 | | | | | | — | | |
| 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 | | | 11 | | | $100,439 | | | — | |
| Lawton E. Bassett, III. | | | SERP Agreement 11-7-2012 | | | 11 | | | $255,625 | | | — | |
| Jon S. Edwards | | | SERP Agreement 11-7-2012 | | | 11 | | | $759,737 | | | — | |
| James A. LaHaise | | | SERP Agreement 11-10-2015 | | | 8 | | | $566,369 | | | — | |
(1) | The number of years credited service began on the respective date of the Retirement Agreement. |
(2) | Present value amounts represent the current liability included in the Company’s accounting records for each of the NEOs under his or her respective Retirement Agreement. |
59 |
| 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. | | | $73,386 | | | — | | | $46,408 | | | — | | | $344,643 | |
| Jon S. Edwards | | | — | | | — | | | — | | | — | | | — | |
| James A. LaHaise | | | — | | | — | | | — | | | — | | | — | |
60 |
61 |
| 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 | | | $1,942,500 | | | $0 | | | $1,942,500 | | | $0 | | | $0 | | | $0 | |
| Cash Bonus | | | $3,052,500 | | | $0 | | | $3,052,500 | | | $0 | | | $0 | | | $0 | |
| Pro-Rata Bonus | | | $1,441,926 | | | $0 | | | $1,441,926 | | | $0 | | | $1,441,926 | | | $1,441,926 | |
| Non-Compete Payment | | | $832,500 | | | $0 | | | $832,500 | | | $832,500 | | | $0 | | | $0 | |
| SERP | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | |
| Acceleration of Unvested Equity Awards(2) | | | $0 | | | $7,581,336 | | | $0 | | | $0 | | | $4,622,361 | | | $4,622,361 | |
| Health & Welfare Benefits(3) | | | $30,432 | | | $0 | | | $30,432 | | | $0 | | | $30,432 | | | $30,432 | |
| Total Benefit | | | $7,299,858 | | | $7,581,336 | | | $7,299,858 | | | $832,500 | | | $6,094,719 | | | $6,094,719 | |
| Nicole Stokes | | | | | | | | | | | | | | ||||||
| Base Salary | | | $970,000 | | | $0 | | | $970,000 | | | $0 | | | $0 | | | $0 | |
| Cash Bonus | | | $727,500 | | | $0 | | | $727,500 | | | $0 | | | $0 | | | $0 | |
| Pro-Rata Bonus | | | $515,480 | | | $0 | | | $515,480 | | | $0 | | | $515,480 | | | $515,480 | |
| SERP | | | $100,439 | | | $0 | | | $100,439 | | | $100,439 | | | $500,000 | | | $100,439 | |
| Acceleration of Unvested Equity Awards(2) | | | $0 | | | $1,959,900 | | | $0 | | | $0 | | | $1,230,403 | | | $1,230,403 | |
| Health & Welfare Benefits(3) | | | $30,291 | | | $0 | | | $30,291 | | | $0 | | | $0 | | | $0 | |
| Total Benefit | | | $2,343,710 | | | $1,959,900 | | | $2,343,710 | | | $100,439 | | | $2,245,883 | | | $1,846,322 | |
| 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 | | | $460,566 | | | $0 | | | $460,566 | | | $0 | | | $460,566 | | | $460,566 | |
| SERP | | | $255,625 | | | $0 | | | $255,625 | | | $255,625 | | | $750,000 | | | $255,625 | |
| Acceleration of Unvested Equity Awards(2) | | | $0 | | | $1,636,423 | | | $0 | | | $0 | | | $1,028,544 | | | $1,028,544 | |
| Health & Welfare Benefits(3) | | | $11,345 | | | $0 | | | $11,345 | | | $0 | | | $0 | | | $0 | |
| Total Benefit | | | $2,377,536 | | | $1,636,423 | | | $2,377,536 | | | $255,625 | | | $2,239,110 | | | $1,744,735 | |
| Jon S. Edwards | | | | | | | | | | | | | | ||||||
| Base Salary | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | |
| Cash Bonus | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | |
| Pro-Rata Bonus | | | $0 | | | $0 | | | $0 | | | $381,349 | | | $0 | | | $0 | |
| SERP | | | $0 | | | $0 | | | $0 | | | $759,737 | | | $0 | | | $0 | |
| Acceleration of Unvested Equity Awards(2) | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | |
| Health & Welfare Benefits(3) | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | |
| Total Benefit | | | $0 | | | $0 | | | $0 | | | $1,141,086 | | | $0 | | | $0 | |
62 |
| 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 | | | $910,000 | | | $0 | | | $910,000 | | | $ 0 | | | $0 | | | $0 | |
| Cash Bonus | | | $682,500 | | | $0 | | | $682,500 | | | $0 | | | $0 | | | $0 | |
| Pro-Rata Bonus | | | $483,594 | | | $0 | | | $483,594 | | | $0 | | | $483,594 | | | $583,594 | |
| SERP | | | $566,369 | | | $0 | | | $566,369 | | | $0 | | | $1,000,000 | | | $566,369 | |
| Acceleration of Unvested Equity Awards(2) | | | $0 | | | $1,950,351 | | | $0 | | | $0 | | | $1,220,854 | | | $1,220,854 | |
| Health & Welfare | | | $21,591 | | | $0 | | | $21,591 | | | $0 | | | $0 | | | $0 | |
| Total Benefit | | | $2,664,054 | | | $1,950,351 | | | $2,664,054 | | | $0 | | | $2,704,448 | | | $2,370,817 | |
| 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 | | | | $ | 1,785,000 | | | | | $ | 0 | | | | | $ | 1,785,000 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Cash Bonus | | | | $ | 2,814,393 | | | | | $ | 0 | | | | | $ | 2,814,393 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Pro-Rata Bonus | | | | $ | 938,131 | | | | | $ | 0 | | | | | $ | 938,131 | | | | | $ | 0 | | | | | $ | 938,131 | | | | | $ | 938,131 | | |
| Non-Compete Payment | | | | $ | 765,000 | | | | | $ | 0 | | | | | $ | 765,000 | | | | | $ | 765,000 | | | | | $ | 0 | | | | | $ | 0 | | |
| SERP | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Acceleration of Unvested Equity Awards(2) | | | | $ | 0 | | | | | $ | 1,663,888 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 979,039 | | | | | $ | 979,039 | | |
| Health and Welfare Benefits(3) | | | | $ | 29,342 | | | | | $ | 0 | | | | | $ | 29,342 | | | | | $ | 0 | | | | | $ | 29,342 | | | | | $ | 29,342 | | |
| Total Benefit | | | | $ | 6,331,866 | | | | | $ | 1,663,888 | | | | | $ | 6,331,866 | | | | | $ | 765,000 | | | | | $ | 1,946,512 | | | | | $ | 1,946,512 | | |
| Nicole S. Stokes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Base Salary | | | | $ | 880,000 | | | | | $ | 0 | | | | | $ | 880,000 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Cash Bonus | | | | $ | 572,000 | | | | | $ | 0 | | | | | $ | 572,000 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Pro-Rata Bonus | | | | $ | 371,357 | | | | | $ | 0 | | | | | $ | 371,357 | | | | | $ | 0 | | | | | $ | 371,357 | | | | | $ | 371,357 | | |
| SERP | | | | $ | 54,946 | | | | | $ | 0 | | | | | $ | 54,946 | | | | | $ | 0 | | | | | $ | 500,000 | | | | | $ | 54,946 | | |
| Acceleration of Unvested Equity Awards(2) | | | | $ | 0 | | | | | $ | 952,208 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 723,950 | | | | | $ | 723,950 | | |
| Health and Welfare Benefits(3) | | | | $ | 29,206 | | | | | $ | 0 | | | | | $ | 29,206 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Total Benefit | | | | $ | 1,907,509 | | | | | $ | 952,208 | | | | | $ | 1,907,509 | | | | | $ | 0 | | | | | $ | 1,595,307 | | | | | $ | 1,150,253 | | |
| 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 | | | | $ | 421,996 | | | | | $ | 0 | | | | | $ | 421,996 | | | | | $ | 0 | | | | | $ | 421,996 | | | | | $ | 421,996 | | |
| SERP | | | | $ | 143,754 | | | | | $ | 0 | | | | | $ | 143,754 | | | | | $ | 0 | | | | | $ | 750,000 | | | | | $ | 143,754 | | |
| Acceleration of Unvested Equity Awards(2) | | | | $ | 0 | | | | | $ | 1,186,759 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 920,423 | | | | | $ | 920,423 | | |
| Health and Welfare Benefits(3) | | | | $ | 8,743 | | | | | $ | 0 | | | | | $ | 8,743 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Total Benefit | | | | $ | 2,224,493 | | | | | $ | 1,186,759 | | | | | $ | 2,224,493 | | | | | $ | 0 | | | | | $ | 2,092,419 | | | | | $ | 1,486,173 | | |
| Jon S. Edwards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Base Salary | | | | $ | 750,000 | | | | | $ | 0 | | | | | $ | 750,000 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Cash Bonus | | | | $ | 487,500 | | | | | $ | 0 | | | | | $ | 487,500 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Pro-Rata Bonus | | | | $ | 316,497 | | | | | $ | 0 | | | | | $ | 316,497 | | | | | $ | 0 | | | | | $ | 316,497 | | | | | $ | 316,497 | | |
| SERP | | | | $ | 434,309 | | | | | $ | 0 | | | | | $ | 434,309 | | | | | $ | 0 | | | | | $ | 1,000,000 | | | | | $ | 434,309 | | |
| Acceleration of Unvested Equity Awards(2) | | | | $ | 0 | | | | | $ | 976,916 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 748,658 | | | | | $ | 748,658 | | |
| Health and Welfare Benefits(3) | | | | $ | 29,806 | | | | | $ | 0 | | | | | $ | 29,806 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Total Benefit | | | | $ | 2,018,112 | | | | | $ | 976,916 | | | | | $ | 2,018,112 | | | | | $ | 0 | | | | | $ | 2,065,155 | | | | | $ | 1,499,464 | | |
| James A. LaHaise | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Base Salary | | | | $ | 750,000 | | | | | $ | 0 | | | | | $ | 750,000 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Cash Bonus | | | | $ | 487,500 | | | | | $ | 0 | | | | | $ | 487,500 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Pro-Rata Bonus | | | | $ | 316,497 | | | | | $ | 0 | | | | | $ | 316,497 | | | | | $ | 0 | | | | | $ | 316,497 | | | | | $ | 316,497 | | |
| SERP | | | | $ | 284,114 | | | | | $ | 0 | | | | | $ | 284,114 | | | | | $ | 0 | | | | | $ | 1,000,000 | | | | | $ | 284,114 | | |
| Acceleration of Unvested Equity Awards(2) | | | | $ | 0 | | | | | $ | 976,916 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 748,658 | | | | | $ | 748,658 | | |
| Health and Welfare Benefits(3) | | | | $ | 20,806 | | | | | $ | 0 | | | | | $ | 20,806 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Total Benefit | | | | $ | 1,858,917 | | | | | $ | 976,916 | | | | | $ | 1,858,917 | | | | | $ | 0 | | | | | $ | 2,065,155 | | | | | $ | 1,349,269 | | |
(1) | With respect to awards granted under either the 2014 Plan or the 2021 Plan, a termination of employment is not also required to receive the applicable benefit in the event of a change of control. |
(2) | The intrinsic value of equity is based on a share price of $53.05, the closing price of the Common Stock as of December 31, 2023. The amounts presented for each NEO equal the total number of unvested awards that accelerate times the value of each award. The performance awards are generally included at the greater of actual performance or Target in each of the scenarios in which they are included, except in the case of death or disability, where performance awards are calculated based on prorated actual performance. |
(3) | The value of health and welfare benefits is estimated based upon current premiums payable with respect to insurance coverage for each NEO as of December 31, 2023. |
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| Year | | | Summary Compensation Table Total for PEO(1) ($) | | | 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 ($) | | | Peer Group Total Shareholder Return(4) ($) | | |||||||||||||||||||||
| 2023 | | | 5,088,214 | | | 6,330,078 | | | 1,588,860 | | | 1,913,236 | | | 133.04 | | | 96.65 | | | 269.1 | | | 12.43% | |
| 2022 | | | 4,403,423 | | | 3,955,720 | | | 1,587,056 | | | 1,444,538 | | | 116.43 | | | 97.52 | | | 346.5 | | | 13.94% | |
| 2021 | | | 3,437,506 | | | 4,996,031 | | | 1,283,320 | | | 2,123,716 | | | 121.07 | | | 124.07 | | | 376.9 | | | 10.85% | |
| 2020 | | | 2,740,301 | | | 3,177,626 | | | 1,221,967 | | | 1,266,202 | | | 91.70 | | | 89.69 | | | 262.0 | | | 13.84% | |
(1) | For all years presented, H. Palmer Proctor, Jr. was our PEO and Nicole S. Stokes, Lawton E. Bassett, III, Jon S. Edwards and James A. LaHaise were our non-PEO NEOs. |
(2) | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S‐K and do not reflect compensation actually earned, realized or received by our NEOs. These amounts reflect the amounts in the Total column of the Summary Compensation Table with certain adjustments as described in footnote 3 below. |
(3) | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non‐PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards columns are the totals from the Stock Awards columns set forth in the Summary Compensation Table. The equity value adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. For each of the years presented there were no: (a) changes in the actuarial present value of the NEOs’ accumulated benefit under a defined benefit or actuarial pension plan except as were offset by like amounts of pension service costs for services rendered; (b) awards which were granted and vested in the same applicable year; (c) awards |
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| Year | | | Summary Compensation Table Total for PEO ($) | | | Exclusion of Stock Awards for PEO ($) | | | Inclusion of Equity Values for PEO ($) | | | Compensation Actually Paid to PEO ($) | |
| 2023 | | | 5,088,214 | | | (2,629,751) | | | 3,871,615 | | | 6,330,078 | |
| 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 ($) | | | Average Compensation Actually Paid to Non-PEO NEOs ($) | |
| 2023 | | | 1,588,860 | | | (556,286) | | | 880,662 | | | 1,913,236 | |
| 2022 | | | 1,587,056 | | | (552,364) | | | 409,846 | | | 1,444,538 | |
| 2021 | | | 1,283,320 | | | (354,607) | | | 1,195,003 | | | 2,123,716 | |
| 2020 | | | 1,221,967 | | | (310,348) | | | 354,583 | | | 1,266,202 | |
| The amounts in the Inclusion of Equity Values columns in the tables above are derived from the amounts set forth in the following tables. |
| Year | | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | | | Total — Inclusion of Equity Values for PEO ($) | |
| 2023 | | | 2,856,318 | | | 929,056 | | | 86,241 | | | 3,871,615 | |
| 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 ($) | | | Total — Average Inclusion of Equity Values for Non-PEO NEOs ($) | |
| 2023 | | | 604,213 | | | 255,331 | | | 21,118 | | | 880,662 | |
| 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 | |
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(4) | The Peer Group Total Shareholder Return utilizes the KBW Nasdaq Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2023 Annual Report. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KBW Nasdaq Bank Index, respectively, and that all dividends were reinvested. Historical stock performance is not necessarily indicative of future stock performance. The KBW Nasdaq Bank Index is different from the KRX, which we use in our executive compensation program. See “Executive Compensation.” |
(5) | We determined TBV Growth to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non‐PEO NEOs in 2022 and 2023. TBV Growth may not have been the most important financial performance measure for years 2021 and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years. TBV Growth is a non-GAAP measure. See “Pay Versus Performance – Tabular List of Most Important Financial Performance Measures” for a description of how TBV Growth is calculated. Also, see “Reconciliation of GAAP and Non-GAAP Financial Measurers” in Exhibit A to this Proxy Statement for a reconciliation of TBV Growth to the most directly comparable GAAP measure. |
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| | |
| Adjusted Efficiency Ratio | |
| Adjusted Return on Average Assets | |
| Adjusted ROTCE | |
| Non-performing Assets/ Total Assets | |
| TBV Growth | |
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| Fee Category | | | Fiscal 2020 Fees | | | Fiscal 2019 Fees | | ||||||
| Audit Fees(1) | | | | $ | 1,886,000 | | | | | $ | 2,267,000 | | |
| Audit-related Fees(2) | | | | $ | 185,000 | | | | | | 185,000 | | |
| Tax Fees(3) | | | | | — | | | | | | — | | |
| All Other Fees(4) | | | | | — | | | | | | — | | |
| Total Fees | | | | $ | 2,071,000 | | | | | $ | 2,452,000 | | |
| | | 2023 | | | 2022 | | |
| Audit Fees(1) | | | $1,758,328 | | | $1,822,582 | |
| Audit-related Fees(2) | | | 23,000 | | | 24,500 | |
| Tax Fees(3) | | | — | | | — | |
| All Other Fees(4) | | | — | | | — | |
| Total Fees | | | $1,781,328 | | | $1,847,082 | |
(1) | Consists of fees billed for professional services rendered for the audit of the Company’s annual consolidated financial statements, review of the interim consolidated financial statements included in quarterly reports, attestation services related to management’s assertions related to internal controls and services that are normally provided by such accountants in connection with statutory and regulatory filings or engagements. |
(2) | Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services include the issuance of comfort letters and work performed in connection with registration statements. |
(3) | Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and local tax compliance and assistance with tax notices. |
(4) | Consists of fees for products and services other than the services reported above. There were no fees paid to such accountants in fiscal 2023 or 2022 that are not included in the above classifications. |
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| Name and Address of Beneficial Owner(1) | | | Common Stock Beneficially Owned as of April 1, 2021(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 | | | | | 10,239,597 | | | | | | 14.7% | | |
| The Vanguard Group(5) 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | | | | | 6,994,512 | | | | | | 10.0% | | |
| Directors and Nominees for Director | | | | | | | | | | | | | |
| William I. Bowen, Jr.(6) | | | | | 20,267 | | | | | | * | | |
| Rodney D. Bullard(7) | | | | | 6,871 | | | | | | * | | |
| Wm. Millard Choate(8) | | | | | 203,764 | | | | | | * | | |
| R. Dale Ezzell(9) | | | | | 38,056 | | | | | | * | | |
| Leo J. Hill(10) | | | | | 25,120 | | | | | | * | | |
| Daniel B. Jeter(11) | | | | | 41,795 | | | | | | * | | |
| Robert P. Lynch(12) | | | | | 204,742 | | | | | | * | | |
| Elizabeth A. McCague(13) | | | | | 14,128 | | | | | | * | | |
| James B. Miller, Jr.(14) | | | | | 2,235,258 | | | | | | 3.2% | | |
| Gloria A. O’Neal(15) | | | | | 7,662 | | | | | | * | | |
| H. Palmer Proctor, Jr.(16) | | | | | 485,488 | | | | | | * | | |
| William H. Stern(17) | | | | | 34,909 | | | | | | * | | |
| Jimmy D. Veal(18) | | | | | 99,468 | | | | | | * | | |
| Named Executive Officers (other than Mr. Proctor) | | | | | | | | | | | | | |
| Lawton E. Bassett, III(19) | | | | | 67,502 | | | | | | * | | |
| Jon S. Edwards(20) | | | | | 56,402 | | | | | | * | | |
| James A. LaHaise(21) | | | | | 58,510 | | | | | | * | | |
| Nicole S. Stokes(22) | | | | | 22,289 | | | | | | * | | |
| All Directors and Executive Officers as a group (23 persons)(23) | | | | | 3,827,048 | | | | | | 5.5% | | |
| Name and Address of Beneficial Owner(1) | | | Common Stock Beneficially Owned as of March 28, 2024(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 | | | 10,143,290 | | | 14.7% | |
| The Vanguard Group(5) 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | | | 7,467,880 | | | 10.8% | |
| Dimensional Fund Advisors LP(6) 6300 Bee Cove Road, Building One Austin, Texas 78746 | | | 4,193,978 | | | 6.1% | |
| Wellington Management Group LLP(7) c/o Wellington Management Company LLP 280 Congress Street Boston, Massachusetts 02210 | | | 3,767,907 | | | 5.5% | |
| Directors and Nominees for Director | | | | | | ||
| William I. Bowen, Jr.(8) | | | 26,955 | | | * | |
| Rodney D. Bullard(9) | | | 12,381 | | | * | |
| Wm. Millard Choate(10) | | | 233,173 | | | * | |
| R. Dale Ezzell(11) | | | 33,656 | | | * | |
| Leo J. Hill(12) | | | 30,584 | | | * | |
| Daniel B. Jeter(13) | | | 48,206 | | | * | |
| Robert P. Lynch(14) | | | 210,493 | | | * | |
| Elizabeth A. McCague(15) | | | 19,589 | | | * | |
| Claire E. McLean | | | 0 | | | | |
| James B. Miller, Jr.(16) | | | 2,219,669 | | | 3.2% | |
| Gloria A. O’Neal(17) | | | 13,481 | | | * | |
| H. Palmer Proctor, Jr.(18) | | | 379,507 | | | * | |
| William H. Stern(19) | | | 46,547 | | | * | |
| Jimmy D. Veal(20) | | | 105,241 | | | * | |
| Named Executive Officers (other than Mr. Proctor) | | | | | | ||
| Lawton E. Bassett, III(21) | | | 83,495 | | | * | |
| Jon S. Edwards(22) | | | 59,703 | | | * | |
| James A. LaHaise (23) | | | 95,437 | | | * | |
| Nicole S. Stokes(24) | | | 41,155 | | | * | |
| All Directors and Executive Officers as a group (22) persons)(25) | | | 3,808,725 | | | 5.5% | |
* | Less than 1%. |
(1) | Unless otherwise noted in this table or the footnotes to this table, the address of each beneficial owner is 3490 Piedmont Road N.E., Suite 1550, Atlanta, Georgia 30305. |
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(2) | Under the rules of the SEC, the determination of “beneficial ownership” is based upon Rule 13d-3 under the Exchange Act. Under this Rule, shares will be deemed to be “beneficially owned” where a person has, either solely or with others, the power to vote or to direct the voting of shares and/or the power to dispose, or to direct the disposition, of shares, or where a person has the right to acquire any such power within 60 days after the date such beneficial ownership is determined. Except as otherwise specified, each beneficial owner has sole beneficial voting and investment power with respect to all shares of Common Stock indicated. |
(3) | Percentage calculated based on 69,011,444 shares of Common Stock outstanding as of the Record Date. |
(4) | Based on information contained in Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 22, 2024, indicating sole voting power relative to 9,943,993 shares of Common Stock as of December 31, 2023 and sole dispositive power relative to 10,143,290 shares of Common Stock as of December 31, 2023, which would have comprised 14.0% and 14.7%, respectively, of the 69,053,341 shares of Common Stock outstanding as of December 31, 2023. |
(5) | Based on information contained in Schedule 13G/A filed by The Vanguard Group with the SEC on February 13, 2024, indicating shared voting power relative to 56,621 shares of Common Stock as of December 29, 2023, sole dispositive power relative to 7,340,874 shares of Common Stock as of December 29, 2023 and shared dispositive power relative to 127,006 shares of Common Stock as of December 29, 2023, which would have comprised 0.1%, 10.6% and 0.2%, respectively, of the 69,053,341 shares of Common Stock outstanding as of December 29, 2023. |
(6) | Based on information contained in Schedule 13G/A filed by Dimensional Fund Advisors LP with the SEC on February 9, 2024, indicating sole voting power relative to 4,112,164 shares of Common Stock as of December 29, 2023 and sole dispositive power relative to 4,193,978 shares of Common Stock as of December 29, 2023, which would have comprised 6.0% and 6.1%, respectively, of the 69,053,341 shares of Common Stock outstanding as of December 29, 2023. Dimensional Fund Advisors LP, a registered investment adviser, furnishes investment advice to four registered investment companies, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Company that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all securities reported in this table are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. |
(7) | Based on information contained in Schedule 13G/A filed by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings, LLP and Wellington Management Company LLP with the SEC on February 8, 2024, indicating: (i) with respect to each of Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings, LLP, shared voting power relative to 2,556,962 shares of Common Stock as of December 29, 2023 and shared dispositive power relative to 3,767,907 shares of Common Stock as of December 29, 2023, which would have comprised 3.7% and 5.5%, respectively, of the 69,053,341 shares of Common Stock outstanding as of December 29, 2023; and (ii) with respect to Wellington Management Company LLP, shared voting power relative to 2,462,737 shares of Common Stock as of December 29, 2023 and shared dispositive power relative to 3,467,965 shares of Common Stock as of December 29, 2023, which would have comprised 3.6% and 5.0%, respectively, of the 69,053,341 shares of Common Stock outstanding as of December 29, 2023. |
(8) | Includes 2,535 shares of restricted Common Stock over which Mr. Bowen exercises voting but not investment power, 700 shares of Common Stock owned by trusts for Mr. Bowen’s children, and 700 shares owned by one of his children. |
(9) | Includes 2,535 shares of restricted Common Stock over which Mr. Bullard exercises voting but not investment power. |
(10) | Includes 2,535 shares of restricted Common Stock over which Mr. Choate exercises voting but not investment power and 7,490 shares of Common Stock owned indirectly by Mr. Choate’s wife, with whom he shares voting and investment power. |
(11) | Includes 2,535 shares of restricted Common Stock over which Mr. Ezzell exercises voting but not investment power. |
(12) | Includes 2,535 shares of restricted Common Stock over which Mr. Hill exercises voting but not investment power, 13,800 shares of Common Stock owned by a family trust and 467 shares of Common Stock owned by Mr. Hill’s wife, with whom Mr. Hill shares voting and investment power. |
(13) | Includes 2,535 shares of restricted Common Stock over which Mr. Jeter exercises voting but not investment power, 5,395 shares of Common Stock owned by a family trust and 511 shares of Common Stock owned jointly with Mr. Jeter’s brother, with whom he shares voting and investment power. |
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(14) | Includes 2,535 shares of restricted Common Stock over which Mr. Lynch exercises voting but not investment power and 1,664 shares of Common Stock owned by Mr. Lynch’s wife, with whom Mr. Lynch shares voting and investment power. |
(15) | Includes 2,535 shares of restricted Common Stock over which Ms. McCague exercises voting but not investment power. |
(16) | Includes 2,535 shares of restricted Common Stock over which Mr. Miller exercises voting but not investment power, 96,576 shares of Common Stock owned by Mr. Miller’s wife’s trust, 212,922 shares of Common Stock owned by a family limited partnership (a company of which Mr. Miller and his wife's trust own 40%), 239,953 shares of Common Stock owned by a family foundation, two shares of Common Stock owned in a 401(k) plan, and 10,693 shares of Common Stock owned by Mr. Miller's grandchild. |
(17) | Includes 2,535 shares of restricted Common Stock over which Ms. O'Neal exercises voting but not investment power. |
(18) | Includes 45,483 shares of restricted Common Stock over which Mr. Proctor exercises voting but not investment power, 22,768 shares of Common Stock owned in a 401(k) plan, 17,978 shares of Common Stock owned by Mr. Proctor's wife, and 22,268 shares of Common Stock owned by Mr. Proctor's children. |
(19) | Includes 2,535 shares of restricted Common Stock over which Mr. Stern exercises voting but not investment power, 2,777 shares of Common Stock owned by a family trust, 234 shares of Common Stock owned by a family foundation, 2,337 shares of Common Stock owned by Mr. Stern’s children and 337 shares of Common Stock owned by Mr. Stern’s wife. |
(20) | Includes 2,535 shares of restricted Common Stock over which Mr. Veal exercises voting but not investment power and 13,020 shares of Common Stock owned by Mr. Veal’s wife, with whom he shares voting and investment power. |
(21) | Includes 8,819 shares of restricted Common Stock over which Mr. Bassett exercises voting but not investment power, and 168 shares of Common Stock owned by Mr. Bassett's wife, with whom he shares voting and investment power. |
(22) | Includes 4,508 shares of restricted Common Stock over which Mr. Edwards exercises voting but not investment power and 12 shares of Common Stock owned by Mr. Edwards's wife, with whom he shares voting and investment power. |
(23) | Includes 10,582 shares of restricted Common Stock over which Mr. LaHaise exercises voting but not investment power, and 31,615 shares of Common Stock owned by Mr. LaHaise that are pledged as security for a loan with an unrelated financial institution. |
(24) | Includes 10,582 shares of restricted Common Stock over which Ms. Stokes exercises voting but not investment power. |
(25) | Includes 144,447 shares of restricted Common Stock over which certain members of the group exercise voting but not investment power. |
75 |
76 |
78 |
| | | | Year Ended | | |||||||||
| Adjusted Net Income | | | December 31 2020 | | | December 31 2019 | | ||||||
| (dollars in thousands except per share data) | | | | | | | | | | | | | |
| Net income available to common shareholders | | | | $ | 261,988 | | | | | $ | 161,441 | | |
| Adjustment items: | | | | | | | | | | | | | |
| Merger and conversion charges | | | | | 1,391 | | | | | | 73,105 | | |
| Restructuring charges | | | | | 1,513 | | | | | | 245 | | |
| Servicing right impairment | | | | | 40,067 | | | | | | 507 | | |
| Gain on BOLI proceeds | | | | | (948) | | | | | | (3,583) | | |
| Expenses related to SEC/DOJ Investigation | | | | | 3,058 | | | | | | 463 | | |
| Natural disaster and pandemic charges | | | | | 3,296 | | | | | | (39) | | |
| Loss on sale of premises | | | | | 624 | | | | | | 6,021 | | |
| Tax effect of adjustment items (Note 1) | | | | | (10,488) | | | | | | (16,065) | | |
| After tax adjustment items | | | | | 38,513 | | | | | | 60,654 | | |
| Tax expense attributable to acquisition related compensation and acquired BOLI | | | | | — | | | | | | 849 | | |
| Adjusted net income | | | | $ | 300,501 | | | | | $ | 222,944 | | |
| Weighted average number of shares — diluted | | | | | 69,426,185 | | | | | | 58,614,151 | | |
| Net income per diluted share | | | | $ | 3.77 | | | | | $ | 2.75 | | |
| Adjusted net income per diluted share | | | | $ | 4.33 | | | | | $ | 3.80 | | |
| Average assets | | | | $ | 19,240,493 | | | | | $ | 14,621,185 | | |
| Return on average assets | | | | | 1.36% | | | | | | 1.10% | | |
| Adjusted return on average assets | | | | | 1.56% | | | | | | 1.52% | | |
| Average common equity | | | | $ | 2,531,419 | | | | | $ | 1,970,780 | | |
| Average tangible common equity | | | | $ | 1,520,303 | | | | | $ | 1,189,493 | | |
| Return on average common equity | | | | | 10.35% | | | | | | 8.19% | | |
| Adjusted return on average tangible common equity | | | | | 19.77% | | | | | | 18.74% | | |
| | | Year Ended | | ||||
| Adjusted Net Income | | | December 31 2023 | | | December 31 2022 | |
| (dollars in thousands except per share data) | | | | | | ||
| Net income available to common shareholders | | | $269,105 | | | $346,540 | |
| Adjustment items: | | | | | | ||
| Merger and conversion charges | | | — | | | 1,212 | |
| Gain on sale of MSR | | | — | | | (1,356) | |
| Servicing right impairment (recovery) | | | — | | | (21,824) | |
| Gain on BOLI proceeds | | | (486) | | | (55) | |
| FDIC special assessment | | | 11,566 | | | — | |
| Natural disaster expenses | | | — | | | 151 | |
| (Gain) loss on bank premises | | | (1,903) | | | (45) | |
| Tax effect of adjustment items (Note 1) | | | (2,029) | | | 4,792 | |
| After tax adjustment items | | | 7,148 | | | (17,125) | |
| Adjusted net income | | | $276,253 | | | $329,415 | |
| Weighted average number of shares − diluted | | | 69,104,158 | | | 69,419,721 | |
| Net income per diluted share | | | $3.89 | | | $4.99 | |
| Adjusted net income per diluted share | | | $4.00 | | | $4.75 | |
| Average assets | | | $25,404,873 | | | $23,644,754 | |
| Return on average assets | | | 1.06 % | | | 1.47 % | |
| Adjusted return on average assets | | | 1.09 % | | | 1.39 % | |
| Average common equity | | | $3,313,361 | | | $3,083,081 | |
| Average tangible common equity | | | $2,200,883 | | | $1,947,222 | |
| Return on average common equity | | | 8.12 % | | | 11.24 % | |
| Adjusted return on average tangible common equity | | | 12.55 % | | | 16.92 % | |
| | | | Year Ended | | |||||||||
| Adjusted Efficiency Ratio (TE) | | | December 31 2020 | | | December 31 2019 | | ||||||
| (dollars in thousands) | | | | | | | | | | | | | |
| Adjusted Noninterest Expense | | | | | | | | | | | | | |
| Total noninterest expense | | | | $ | 598,629 | | | | | $ | 471,937 | | |
| Adjustment items: | | | | | | | | | | | | | |
| Merger and conversion charges | | | | | (1,391) | | | | | | (73,105) | | |
| Restructuring charges | | | | | (1,513) | | | | | | (245) | | |
| Expenses related to SEC/DOJ Investigation | | | | | (3,058) | | | | | | (463) | | |
| Natural disaster and pandemic charges | | | | | (3,296) | | | | | | 39 | | |
| Loss on sale of premises | | | | | (624) | | | | | | (6,021) | | |
| Adjusted noninterest expense | | | | $ | 588,747 | | | | | $ | 392,142 | | |
| Total Revenue | | | | | | | | | | | | | |
| Net interest income | | | | $ | 637,753 | | | | | $ | 505,166 | | |
| Noninterest income | | | | | 446,500 | | | | | | 198,113 | | |
| Total revenue | | | | $ | 1,084,253 | | | | | $ | 703,279 | | |
| Adjusted Total Revenue | | | | | | | | | | | | | |
| Net interest income (TE) | | | | $ | 642,908 | | | | | $ | 505,166 | | |
| Noninterest income | | | | | 446,500 | | | | | | 198,113 | | |
| Total revenue (TE) | | | | | 1,089,408 | | | | | | 703,279 | | |
| Adjustment items: | | | | | | | | | | | | | |
| Gain on securities | | | | | (5) | | | | | | (138) | | |
| Gain on BOLI proceeds | | | | | (948) | | | | | | (3,583) | | |
| Servicing right impairment | | | | | 40,067 | | | | | | 507 | | |
| Adjusted total revenue (TE) | | | | $ | 1,128,522 | | | | | $ | 704,415 | | |
| Efficiency ratio | | | | | 55.21% | | | | | | 67.11% | | |
| Adjusted efficiency ratio (TE) | | | | | 52.17% | | | | | | 55.67% | | |
| | | | Year Ended | | |||||||||
| Tangible Book Value Per Share | | | December 31 2020 | | | December 31 2019 | | ||||||
| (dollars in thousands except per share data) | | | | | | | | | | | | | |
| Total shareholders’ equity | | | | $ | 2,647,088 | | | | | $ | 2,469,582 | | |
| Less: | | | | | | | | | | | | | |
| Goodwill | | | | | 928,005 | | | | | | 931,637 | | |
| Other intangibles, net | | | | | 71,974 | | | | | | 91,586 | | |
| Total tangible shareholders’ equity | | | | $ | 1,647,109 | | | | | $ | 1,466,359 | | |
| Period end number of shares | | | | | 69,541,481 | | | | | | 69,503,833 | | |
| Book value per share (period end) | | | | $ | 38.07 | | | | | $ | 35.53 | | |
| Tangible book value per share (period end) | | | | $ | 23.69 | | | | | $ | 20.81 | | |
A-1 |
| | | Year Ended | | ||||
| Adjusted Efficiency Ratio (TE) | | | December 31 2023 | | | December 31 2022 | |
| (dollars in thousands) | | | | | | ||
| Adjusted Noninterest Expense | | | | | | ||
| Total noninterest expense | | | $578,281 | | | $560,655 | |
| Adjustment items: | | | | | | ||
| Merger and conversion charges | | | — | | | (1,212) | |
| FDIC Special Assessment | | | (11,566) | | | — | |
| Natural disaster expenses | | | — | | | (151) | |
| Gain (loss) on bank premises | | | 1,903 | | | 45 | |
| Adjusted noninterest expense | | | $568,618 | | | $559,337 | |
| Total Revenue | | | | | | ||
| Net interest income | | | $835,044 | | | $801,026 | |
| Noninterest income | | | 242,828 | | | 284,424 | |
| Total revenue | | | $1,077,872 | | | $1,085,450 | |
| Adjusted Total Revenue | | | | | | ||
| Net interest income (TE) | | | $838,824 | | | $804,895 | |
| Noninterest income | | | 242,828 | | | 284,424 | |
| Total revenue (TE) | | | 1,081,652 | | | 1,089,319 | |
| Adjustment items: | | | | | | ||
| (Gain) loss on securities | | | 304 | | | (203) | |
| Gain on sale of MSR | | | — | | | (1,356) | |
| Gain on BOLI proceeds | | | (486) | | | (55) | |
| Servicing right impairment (recovery) | | | — | | | (21,824) | |
| Adjusted total revenue (TE) | | | $1,081,470 | | | $1,065,881 | |
| Efficiency ratio | | | 53.65 % | | | 51.65 % | |
| Adjusted efficiency ratio (TE) | | | 52.58 % | | | 52.54 % | |
| | | Year Ended | | ||||
| Tangible Book Value Per Share | | | December 31 2023 | | | December 31 2022 | |
| (dollars in thousands except per share data) | | | | | | ||
| Total shareholders’ equity | | | $3,426,747 | | | $3,197,400 | |
| Less: | | | | | | ||
| Goodwill | | | 1,015,646 | | | 1,015,646 | |
| Other intangibles, net | | | 87,949 | | | 106,194 | |
| Total tangible shareholders’ equity | | | $2,323,152 | | | $2,075,560 | |
| Period end number of shares | | | 69,053,341 | | | 69,369,050 | |
| Book value per share (period end) | | | $49.62 | | | $46.09 | |
| Tangible book value per share (period end) | | | $33.64 | | | $29.92 | |
| | | Year Ended | | ||||
| Non-Performing Assets | | | December 31 2023 | | | December 31 2022 | |
| (dollars in thousands) | | | | | | ||
| Nonaccrual portfolio loans | | | $60,961 | | | $65,221 | |
| Other real estate owned | | | 6,199 | | | 843 | |
| Repossessed assets | | | 17 | | | 28 | |
| Accruing loans delinquent 90 days or more | | | 16,988 | | | 17,865 | |
| Non-performing portfolio assets | | | $84,165 | | | $83,957 | |
| Serviced GNMA-guaranteed mortgage nonaccrual loans | | | 90,156 | | | 69,587 | |
| Total non-performing assets | | | $174,321 | | | $153,544 | |
| | | Year Ended | | ||||
| Asset Quality Ratios | | | December 31 2023 | | | December 31 2022 | |
| (dollars in thousands) | | | | | | ||
| Non-performing portfolio assets as a percent of total assets | | | 0.33% | | | 0.34% | |
| Total non-performing assets as a percent of total assets | | | 0.69% | | | 0.61% | |
A-3 |