No fee required.
Two Ameris Center, 3500 Piedmont Road N.E., Atlanta, Georgia 30305.
We
choose, as most will not otherwise receive paper copies. We believe this process, which lowers our costs and saves paper, contributes to both our efficiency and sustainability efforts and provides our shareholders a convenient way to connect with the information they need about the matters on which we will vote at the Annual Meeting.
Sincerely,
Edwin W. Hortman, Jr.President and Chief Executive Officer
| | | | Sincerely, H. Palmer Proctor, Jr. Chief Executive Officer | |
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2020 | |
To the Shareholders of Ameris Bancorp:
| |||
| | By Order of the Board of Directors, | |
Cindi H. Lewis | |||
Corporate Secretary | |
| | Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on June 11, 2020. In accordance with U.S. Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing proxy materials to shareholders. Consequently, most shareholders will not receive paper copies of our proxy materials. We will instead send shareholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and 2019 Annual Report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose. The Proxy Statement, form of proxy card and 2019 Annual Report also are available free of charge at www.envisionreports.com/ABCB. | | |
In accordance with U.S. Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing proxy materials to shareholders. Consequently, most shareholders will not receive paper copies of our proxy materials. We will instead send shareholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our proxy statement and annual report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose.
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| PROXY STATEMENT SUMMARY | |
| Date: | | | June 11, 2020 | |
| Time: | | | 9:30 a.m., local time | |
| Place: | | | Two Ameris Center 3500 Piedmont Road N.E. Atlanta, Georgia 30305 | |
| | | | We continue to monitor developments regarding the coronavirus (COVID-19). In the interest of the health and well-being of our shareholders, we are planning for the possibility that the Company’s Annual Meeting of Shareholders to be held on June 11, 2020 (the “Annual Meeting”) may be held solely by means of remote communication. If we make this change, then we will announce the decision to do so in advance and provide details on how to participate at www.amerisbank.com. | |
| 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 April 2, 2020, the record date for the Annual Meeting (the “Record Date”). Each share of Common Stock represented at the Annual Meeting is entitled to one vote for each director nominee with respect to the proposal to elect directors and one vote for each of the other proposals to be voted on. | |
| Admission: | | | You are entitled to attend the Annual Meeting only if you were a shareholder of record or a beneficial owner of shares of Common Stock as of the Record Date or if you hold a valid proxy for the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, then you will need to have proof that you are the beneficial owner to be admitted to the Annual Meeting. A recent statement or letter from | |
| | | | your bank, broker or other holder of record confirming your ownership as of the Record Date, or presentation of a valid proxy from a bank, broker or other holder of record that is the record owner of your shares, would be acceptable proof of your beneficial ownership. You also should be prepared to present photo identification for admittance. If you do not provide photo identification or comply with the other procedures outlined above upon request, then you may not be admitted to the Annual Meeting. | |
| Items of Business | | | Board Recommendation | | | Page Number | |
| To elect (i) two Class I directors for a two-year term of office, (ii) four Class II directors for a three-year term of office and (iii) two Class III directors for a one-year term of office (Proposal 1) | | | “FOR” | | | 10 | |
| To ratify the appointment of Crowe LLP as our independent registered public accounting firm for the year ending December 31, 2020 (Proposal 2) | | | “FOR” | | | 60 | |
| To approve, on an advisory basis, the compensation of our named executive officers (Proposal 3) | | | “FOR” | | | 61 | |
| To approve the amendment of our Articles of Incorporation to increase the number of authorized shares of Common Stock from 100 million shares to 200 million shares (Proposal 4) | | | “FOR” | | | 62 | |
| To approve the amendment of our Articles of Incorporation to eliminate the supermajority vote required to amend certain provisions of our Articles of Incorporation and Bylaws (Proposal 5) | | | “FOR” | | | 64 | |
| To approve the amendment of our Articles of Incorporation and Bylaws to declassify our Board of Directors (Proposal 6) | | | “FOR” | | | 66 | |
| Name | | | Age | | | Ameris Director Since | | | Director Class | | | Primary Occupation | | | I | | | AC | | | CC | | | NC | | | EC | | | ERC | |
| Rodney D. Bullard | | | 45 | | | July 2019 | | | I | | | Vice President of Community Affairs of Chick-fil-A, Inc.; Executive Director of Chick-fil-A Foundation | | | ✓ | | | | | | ✓ | | | | | | | | | | |
| James B. Miller, Jr. | | | 80 | | | July 2019 | | | I | | | Chairman of the Ameris Board of Directors | | | | | | | | | | | | | | | ✓ | | | | |
| William I. Bowen, Jr. | | | 55 | | | November 2014 | | | II | | | Partner and President of Bowen Donaldson Home for Funerals | | | ✓ | | | ✓ | | | | | | | | | | | | | |
| Wm. Millard Choate | | | 67 | | | July 2019 | | | II | | | Founder and Chairman of Choate Construction Company | | | ✓ | | | | | | | | | | | | | | | | |
| Robert P. Lynch | | | 56 | | | February 2000 | | | II | | | Vice President and Chief Financial Officer of Lynch Management Company | | | ✓ | | | CH FE | | | | | | | | | ✓ | | | | |
| Elizabeth A. McCague | | | 70 | | | August 2016 | | | II | | | Chief Financial Officer for the Jacksonville Port Authority | | | ✓ | | | | | | | | | ✓ | | | ✓ | | | CH | |
| Gloria A. O’Neal | | | 70 | | | July 2019 | | | III | | | Community Leader | | | ✓ | | | ✓ | | | | | | | | | | | | ✓ | |
| H. Palmer Proctor, Jr. | | | 52 | | | July 2019 | | | III | | | Chief Executive Officer of Ameris and the Bank | | | | | | | | | | | | | | | CH | | | | |
| Corporate Governance | | | Executive Compensation | |
| • Approximately 85% of the Board Members are Independent | | | • Pay for Performance Philosophy | |
| • Independent Audit, Compensation, Corporate Governance and Nominating, and Enterprise Risk Committees of the Board | | | • Independent Compensation Consultant Engaged by Compensation Committee | |
| • Independent Lead Director of the Board | | | • Annual Advisory Votes on Executive Compensation | |
| • Regular Executive Sessions of Independent Directors | | | • Risk Oversight by Board and Committees, including Enterprise Risk Committee | |
| • Formalized Annual Board and Committee Self-Assessments and Director Assessments | | | • Stock Ownership Requirements for Named Executive Officers and Directors | |
| • Director Continuing Education | | | • No Discretionary Compensation Paid to Former Chief Executive Officer Who Departed in 2019 | |
| • All Directors Attended at Least 75% of 2019 Meetings | | | • Insider Trading Policy Prohibits Hedging and Short Sales | |
| • Majority Voting for Directors in Uncontested Elections | | | | |
| • No Poison Pill in Effect | | | | |
| PROXY SOLICITATION AND VOTING INFORMATION | |
As of the date of this Proxy Statement, the Board knows of no other matters that will be brought before the Annual Meeting.
You have four voting options. You
You
All holders
Directors
Approval of each of these proposals requires the affirmative vote in favor of such proposal of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote at the Annual Meeting.
The affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote at the Annual Meeting, meaning that each director nominee must receive a greater number of such shares voted “for” such director than the number of such shares voted “against” such director. In an uncontested election, withholding authority for a particular nominee by checking the “withhold” box by the nominee’s name where it appears on the proxy card will have the effect of voting against such nominee.
Your shares may be voted under certain circumstances if they are held incounted for the namepurpose of a brokerage firm. Brokerage firms have the authority under stock exchange rules to vote customers’ unvoted shares on “routine” matters, which include the ratification of the appointment of the Company’s independent registered public accounting firm. Accordingly,determining if a brokerage firmquorum is present, but will not be included as votes your shares on these matters in accordance with these rules, your shares will count as present at the Annual Meeting for purposes of establishing a quorum and will count as “for” votes or “against” votes, as the case may be,cast with respect to all “routine”those matters. Whether a bank or broker has authority to vote its shares on uninstructed matters is determined by stock exchange rules. We expect that banks and brokers will be allowed to exercise discretionary authority for beneficial owners who have not provided voting instructions only with respect to Proposal 2 and Proposal 4, but not with respect to any of the other proposals to be voted on at the Annual Meeting. If you hold your shares directly in your own name, they
| PROPOSAL 1 — ELECTION OF DIRECTORS | |
agreements or other arrangements.
At each annual meeting of shareholders, directors are duly elected for a full term of three years to succeed those whose terms are expiring, although directors may be elected for shorter terms in certain instances, such as filling a vacancy in a particular class of directors. Vacancies on the Board and newly created directorships also can generally be filled by a vote of a majority of the directors then in office. The Company’s Bylaws requireCompany requires that each director, toother than Mr. Miller, retire at the annual meeting of the Company’s shareholders following the date that he or she reaches age 70.
75.
William I. Bowen, Jr.and Class III nominees standing for re-election at the Annual Meeting:
Robert P. Lynch (age 53) has served as a director of the Company since 2000 and as a director of the Bank since February 2006. Mr. Lynch is the Vice President and Chief Financial Officer of Lynch Management Company, which owns and manages six 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
RODNEY D. BULLARD | | ||||||
| | Age: 45 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019 | | | Board Committees: Compensation Trust | | |
Prior to the Company’s acquisition of Fidelity, Mr. Bullard served as a director of Fidelity and Fidelity Bank since 2018. He has served as Vice President of Community Affairs, Chick-fil-A, Inc. and Executive Director of Chick-fil-A Foundation since 2011. Previously, Mr. Bullard served as Assistant United States Attorney for the Northern District of Georgia from 2009 to 2011 and as Legislative Liaison/Counsel in the Office of the Secretary of the Air Force, The Pentagon from 2006 to 2009. Mr. Bullard’s qualifications to serve as director include degrees earned in the Advanced Management Program from Harvard Business School; master of business administration degree from Terry College of Business, University of Georgia; and juris doctor degree from Duke Law School, and his various business and legal positions held during his career. | |
extensive and varied, which gives him a firsthand understanding of the adversities faced by not only the Company but also its commercial customers. This understanding informs his service as a director and is a key benefit to the Board.
Elizabeth A. McCague (age 67) has served as a director of the Company and the Bank since August 2016. Ms. McCague previously served as a consultant 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. Additionally, Ms. McCague provides mediation services for resolution of financial disputes through her business, McCague & Company, LLC. Ms. McCague currently serves on the UF Health Hospital Jacksonville board as the chair of the finance committee and will continue
JAMES B. MILLER, JR. | | ||||||
| | Age: 80 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019 | | | Board Committees: Executive | | |
Mr. Miller has served as the Chairman of the Board since July 2019. Prior to the Company’s acquisition of Fidelity, Mr. Miller served as Chairman of the Board and Chief Executive Officer of Fidelity since 1979, as President of Fidelity from 1979 to April 2006, as a director of Fidelity Bank since 1976, as President of Fidelity Bank from 1977 to 1997 and from December 2003 through September 2004, as Chief Executive Officer of Fidelity Bank from 1977 to 1997 and from December 2003 until to April 2017, and as Chairman of Fidelity Bank since 1998. Mr. Miller also has served as Chairman of Berlin American Companies and other family investment companies since 1977; as a director of Interface, Inc., the world’s largest carpet tile manufacturing company, since 2000; and as a director of American Software Inc., a software development company, since 2002. Mr. Miller’s education and experience as an attorney and his years of experience employed as an executive officer of Fidelity, serving on Fidelity’s board of directors, as well as serving on the boards of various community organizations and public companies, qualify him to serve as a director. 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 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. | |
WILLIAM I. BOWEN, JR. | | ||||||
| | Age: 55 Ameris Bancorp director since November 2014 Ameris Bank director since November 2014 | | | Board Committees: Audit Trust | | |
Mr. Bowen resides in our Tifton, Georgia market, and he currently serves as Chairman of the community board of the Bank for that market. He has served as a member of the community board since 2012. Mr. Bowen is a partner and the President of Bowen Donaldson Home for Funerals. He also serves as managing partner of Bowen Farming Enterprises, LLC, a timber, cattle, cotton and peanut farming operation, Bowen Land and Timber, LLC, Bowen Family Partnership and Fulwood Family Partnership, a farming and real estate development firm. He also serves as Trustee of Tift County Hospital Authority and is a member of the Georgia Board of Funeral Service. Mr. Bowen holds a bachelor’s degree in business administration from the University of Georgia. His extensive business experience and knowledge of the local economy, as well as his expertise in the real estate and farming industries, make Mr. Bowen a valuable resource for the Board. | |
WM. MILLARD CHOATE | | ||||||
| | Age: 67 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019 | | | Board Committees: Credit Risk Trust | | |
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. 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. | |
ROBERT P. LYNCH | | ||||||
| | Age: 56 Ameris Bancorp director since February 2000 Ameris Bank director since February 2006 | | | Board Committees: Audit (Chair) Executive 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: 70 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 previously provided mediation services for resolution of financial disputes through her business, McCague & Company, LLC. Ms. McCague has previously served on the UF Health Hospital Jacksonville board as the chair of the finance committee. She also has previously served as co-chair of the University of Florida Capital Campaign, a six-year, $1.5 billion effort, and chair of the North Florida Bank’s Advisory Board. She was also formerly the Chief Operating Officer of a software development company. She holds a bachelor’s degree in business administration from the University of Florida and a master of business administration degree from Jacksonville University. She resides in our Jacksonville, Florida market. Ms. McCague’s business experience is extensive and diverse, which provides valuable insight for the Bank and its customers. | |
The Board recommends a vote FOR the election of the nominated directors. Proxies will be voted FOR the election of the three nominees discussed above unless otherwise specified.
shareholders)
GLORIA A. O’NEAL | | ||||||
| | Age: 70 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’Neil served as a director of Fidelity since 2018. Ms. O’Neal is a community leader who brings unique experience to the Board. She has served on many non-profit boards, including Rotary, and was Court appointed Special Advocate for DeKalb County. She is a board member of Dahlonega Baptist Church and serves as Secretary; Treasurer of a weekday preschool in Dahlonega; and is active in community outreach activities for the Baptist Church. In 2014, after 33 years of service, she retired from Fidelity Bank to pursue her volunteer work. Ms. O’Neal last served at Fidelity Bank as Executive Vice President and Chief Risk Officer, after having been Internal Auditor. She has extensive experience with risk management, regulatory requirements, credit administration, operations, financial reporting and most aspects of banking. Ms. O’Neal’s extensive banking experience qualifies her to serve as a director. | |
H. PALMER PROCTOR, JR. | | ||||||
| | Age: 52 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019 | | | Board Committees: Executive (Chair) | | |
Prior to the Company’s acquisition of Fidelity, Mr. Proctor served as President of Fidelity since April 2006, as Chief Executive Officer of Fidelity Bank since April 2017, as President of Fidelity Bank since October 2004, and as a director of Fidelity Bank since 2004. Mr. Proctor also has served as a director of Brown and Brown, Inc., an independent insurance intermediary, since 2012, and 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, which qualify him to serve as a director. Mr. Proctor’s employment agreement with the Company provides that Mr. Proctor will serve as a member of the boards of directors of Ameris and the Bank. | |
| | The Board recommends a vote “FOR” the election of the nominated directors. Proxies will be voted “FOR” the election of the eight director nominees discussed above unless otherwise specified. | | |
R. Dale Ezzell (age 67) has served as a director of the Company and as a director of the Bank since May 2010. Mr. Ezzell served as a director of Southland Bank, formerly a wholly-owned subsidiary of the Company, from 1983Meeting.
Leo J. Hill(age 61) has served as a director of the Company and as a director of the Bank since January 2013. Mr. Hill is the owner of Advisor Network Solutions, LLC, a consulting services firm, and currently serves as Lead Independent Director of Transamerica Mutual Funds. Prior to his service with Transamerica, Mr. Hill held various positions in banking, including Senior Vice President and Senior Loan Administration Officer for Wachovia Bank of Georgia’s southeastern corporate lending unit, President and Chief Executive Officer of Barnett Treasure Coast Florida with Barnett Banks and Market President of Sun Coast Florida with Bank of America. He has a bachelor’s degree in management and a master’s degree in finance, both from Georgia State University, and he has completed Louisiana State University’s Graduate School of Banking. Mr. Hill is involved with the Investment Company Institute, the Conference of Fund Leaders, the National Association of Corporate Directors and the Institute for Independent Business. With his wide-ranging professional and banking background, he brings a wealth of business and management experience to the Board. Mr. Hill’s term expires in 2018.
Edwin W. Hortman, Jr.(age 63) has served as a director of the Company since November 2003 and as a director of the Bank since February 2006. Mr. Hortman has also served as President and Chief Executive Officer of the Company since January 2005. From November 2003 through December 2004, he served as President and Chief Operating Officer of the Company, and from 2002 to 2003, he served as Executive Vice President and North Regional Executive of the Company. From 1998 through 2003, Mr. Hortman served as President and Chief Executive Officer of Citizens Security Bank, formerly a wholly-owned subsidiary of the Company. Mr. Hortman also served as a director of Citizens Security Bank from 1998 to 2004. In addition, he served as a director of Central Bank & Trust, Southland Bank, First National Bank of South Georgia and Merchants & Farmers Bank, formerly wholly-owned subsidiaries of the Company, from 2002 to 2004.
DANIEL B. JETER | | ||||||
| | Age: 68 Ameris Bancorp director since April 1997 Ameris Bank director since April 2002 | | | Board Committees: Audit Compensation | | |
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. As a long-tenured member of the Board, he has been closely involved in the Company’s expansion into new markets in recent years. | |
WILLIAM H. STERN | | ||||||
| | Age: 63 Ameris Bancorp director since November 2013 Ameris Bank director since November 2013 | | | Board Committees: Compensation Corporate Governance and Nominating (Chair) Executive | | |
Mr. Stern currently serves as Chairman of the Bank’s community board for the State of South Carolina. Mr. Stern has been President and Chief Executive Officer of Stern & Stern and Associates, a real estate development firm doing work throughout the Southeast, since 1980. He currently serves as Chairman of the Board of the South Carolina State Ports Authority and as a member of the board of the South Carolina Coordinating Council for Economic Development. His knowledge of the real estate industry, in addition to his extensive business experience and economic background, makes Mr. Stern a valuable resource for the Board. | |
Mr. Hortman also serves as Chairman
Daniel B. Jeter (age 65) has served as a director of the Company since 1997 and as a director of the Bank since 2002. He has been Chairman of the Board of the Company and of the Board of Directors of the Bank since May 2007. He also serves on the community bank board for the Company’s Moultrie, Georgia market. Mr. Jeter is the Chairman and co-owner of Standard Discount Corporation, a family-owned consumer finance company. He joined Standard in 1979 and is an officer and director of each of Standard’s affiliates, including Colquitt Loan Company, Globe Loan Company of Hazelhurst, Globe Loan Company of Tifton, Globe Loan Company of Moultrie, Peach Finance Company, Personal Finance Service of Statesboro and Globe Financial Services of Thomasville. He is co-owner of Classic Insurance Company and President of Cavalier Insurance Company, both of which are re-insurance companies. Mr. Jeter is also a partner in a real estate partnership that develops owner-occupied commercial properties for office and professional use. He serves as a director and an officer of the Georgia Industrial Loan Corporation and as a director of Allied Business Systems. He received a bachelor’s degree in business administration from the University of Georgia. Mr. Jeter’s extensive experience in financial services, with a particular emphasis on lending activities, gives him invaluable insight into, and affords him a greater understanding of, the Company’s operations in his service as Chairman of the Board. As a long-tenured member of the Board, he has been closely involved in the Company’s expansion into new markets in recent years. Mr. Jeter’s term expires in 2019.
William H. Stern(age 60) has served as a director of the Company and as a director of the Bank since November 2013. Mr. Stern currently serves as Chairman of the Bank’s community board for the State of South Carolina. Mr. Stern has been President and Chief Executive Officer of Stern & Stern Associates, a real estate development firm doing work throughout the Southeast, since 1980. He currently serves as Chairman Emeritus of the Board of the South Carolina State Ports Authority and as a member of the board of the South Carolina Coordinating Council for Economic Development. His knowledge of the real estate industry, in addition to his extensive business experience and economic background, makes Mr. Stern a valuable resource for the Board. Mr. Stern’s term expires in 2019.
Jimmy D. Veal (age 68) has served as a director of the Company and as a director of the Bank since May 2008. Mr. Veal was a founding director of Golden Isles Financial Holdings, Inc., which was the corporate parent of The First Bank of Brunswick prior to its acquisition by the Company and subsequent merger into the Bank. He served as a director of both Golden Isles Financial Holdings, Inc. and The First Bank of Brunswick from their inception in 1989 until their acquisition by the Company in 2001 and as Vice Chairman of both companies from 1996 until 2001. Mr. Veal currently serves as Chairman of the Bank’s community Board for the Southeast Georgia Coast. Mr. Veal has been active in the hospitality industry for over 35 years. Together with his family, he currently owns and operates Beachview Tent Rentals, Inc. in Brunswick, Georgia. He is also active in various real estate and timberland ventures in Glynn County, Georgia and Camden County, Georgia. In addition to his experience in banking, he has gained knowledge of many and varied industries and sectors of the economy, which provides him a unique and beneficial perspective for his service on the Board. Mr. Veal’s term expires in 2018.
R. DALE EZZELL | | ||||||
| | Age: 70 Ameris Bancorp director since May 2010 Ameris Bank director since May 2010 | | | Board Committees: Executive Enterprise Risk Trust (Chair) | | |
Mr. Ezzell served as a director of Southland Bank, formerly a wholly owned subsidiary of the Company, from 1983 until the merger of Southland Bank into the Bank in 2006. He also served as Southland Bank’s Chairman from 1995 until such merger. Mr. Ezzell currently serves as Chairman of the Bank’s community board in Dothan, Alabama. Mr. Ezzell is the founder and owner of Wisecards Printing and Mailing, a direct mail advertising business in Abbeville, Alabama. Prior to establishing Wisecards in 2001, he served as President and Chief Executive Officer of Ezzell’s Inc., which operated several department stores in southeast Alabama and southwest Georgia, from 1987 to 2000. Mr. Ezzell holds a bachelor’s degree in engineering from Auburn University and resides in our Abbeville, Alabama market. His years as a director of a subsidiary bank, along with his varied business and practical experience, give him a valuable understanding of the issues faced by the Company and its customers. | |
LEO J. HILL | | ||||||
| | Age: 64 Ameris Bancorp director since January 2013 Ameris Bank director since January 2013 | | | Board Committees: Compensation (Chair) Corporate Governance and Nominating Executive | | |
Mr. Hill has served as the Board’s Lead Independent Director since September 2019. Mr. Hill is the owner of Advisor Network Solutions, LLC, a consulting services firm, and he currently serves as Lead Independent Director of Transamerica Mutual Funds. Prior to his service with Transamerica, Mr. Hill held various positions in banking, including Senior Vice President and Senior Loan Administration Officer for Wachovia Bank of Georgia’s southeastern corporate lending unit, President and Chief Executive Officer of Barnett Treasure Coast Florida with Barnett Banks and Market President of Sun Coast Florida with Bank of America. He has a bachelor’s degree in management and a master’s degree in finance, both from Georgia State University, and he has completed Louisiana State University’s Graduate School of Banking. With his wide-ranging professional and banking background, he brings a wealth of business and management experience to the Board. | |
JIMMY D. VEAL | | ||||||
| | Age: 71 Ameris Bancorp director since May 2008 Ameris Bank director since May 2008 | | | Board Committees: Corporate Governance and Nominating Credit Risk | | |
Mr. Veal was a founding director of Golden Isles Financial Holdings, Inc., which was the corporate parent of The First Bank of Brunswick prior to its acquisition by the Company and subsequent merger into the Bank. He served as a director of both Golden Isles Financial Holdings, Inc. and The First Bank of Brunswick from their inception in 1989 until their acquisition by the Company in 2001 and as Vice Chairman of both companies from 1996 until 2001. Mr. Veal currently serves as Chairman of the Bank’s community board for the Southeast Georgia Coast. Mr. Veal has been active in the hospitality industry for over 40 years. As a founding partner, together with his family, he co-owned and operated Beachview Tent Rentals, Inc. in Brunswick, Georgia, where he continues to serve as a consultant, until his retirement in 2018. He is also active in various real estate and timberland ventures in Glynn County, Georgia and Camden County, Georgia. In addition to his experience in banking, he has gained knowledge of many and varied industries and sectors of the economy, which provides him a unique and beneficial perspective for his service on the Board. | |
| BOARD AND COMMITTEE MATTERS | |
Executive Committee
The Executive Committee is currently comprised of four directors, only one of whom is a current or former employee of the Company. The current members of the Executive Committee are Messrs. Hortman, Jeter (Chairman), Lynch and Veal. The Executive Committee is authorized to exercise all of the powers of the Board, except the power to declare dividends, elect directors, amend the Company’s Bylaws, issue stock or recommend any action to the Company’s shareholders.
Compensation Committee
The Compensation Committee is currently comprised of four directors — Messrs. Hill (Chairman), Jeter, Lynch and Stern — none of whom is a current or former employee of the Company or any of its subsidiaries and all of whom are independent directors of the Company. The duties of the Compensation Committee, which operates under a written charter, are generally to establish the compensation for the Company’s executive officers and to act on such other matters relating to compensation as it deems appropriate, including an annual evaluation of the Company’s Chief Executive Officer and the design and oversight of all compensation and benefit programs in which the Company’s employees and officers are eligible to participate. Additional information regarding the Compensation Committee’s processes and procedures for consideration of executive officer compensation is provided in the Compensation Discussion and Analysis included in this Proxy Statement. The complete text of the Compensation Committee charter is available on the Company’s website atwww.amerisbank.com.
www.amerisbank.com.
provided under the heading “Identifying and Evaluating Nominees” in this Proxy Statement. The complete text of the Corporate Governance and Nominating Committee charter is available at www.amerisbank.com.
Director Name | Independent Director(1) | Ameris Bancorp Board | Ameris Bank Board | Audit | Compensation | Executive | Corporate Governance/ Nominating | |||||||||||||||||||||
William I. Bowen, Jr. | Yes | Member | Member | Member | Member | |||||||||||||||||||||||
R. Dale Ezzell | Yes | Member | Member | Member | Member | |||||||||||||||||||||||
Leo J. Hill | Yes | Member | Member | Chair | Member | |||||||||||||||||||||||
Edwin W. Hortman, Jr. | No | Member | Member | Member | ||||||||||||||||||||||||
Daniel B. Jeter | Yes | Chair | Chair | Member | Chair | |||||||||||||||||||||||
Robert P. Lynch(2) | Yes | Member | Member | Chair | Member | Member | ||||||||||||||||||||||
Elizabeth A. McCague(3) | Yes | Member | Member | Member | ||||||||||||||||||||||||
William H. Stern | Yes | Member | Member | Member | ||||||||||||||||||||||||
Jimmy D. Veal | Yes | Member | Member | Member | Member | Chair | ||||||||||||||||||||||
Number of Meetings | 11 | 11 | 7 | 9 | 0 | 6 |
| Director Name | | | Independent Director | | | Audit | | | Compensation | | | Corporate Governance and Nominating | | | Executive | | | Enterprise Risk | |
| William I. Bowen, Jr. | | | Yes | | | ✓ | | | | | | | | | | | | | |
| Rodney D. Bullard(1) | | | Yes | | | | | | ✓ | | | | | | | | | | |
| Wm. Millard Choate(1) | | | Yes | | | | | | | | | | | | | | | | |
| R. Dale Ezzell | | | Yes | | | | | | | | | | | | ✓ | | | ✓ | |
| Leo J. Hill | | | Yes | | | | | | Chair | | | ✓ | | | ✓ | | | | |
| Daniel B. Jeter | | | Yes | | | ✓ | | | ✓ | | | | | | | | | | |
| Robert P. Lynch(1)(2) | | | Yes | | | Chair | | | | | | | | | ✓ | | | | |
| Elizabeth A. McCague | | | Yes | | | | | | | | | ✓ | | | ✓ | | | Chair | |
| James B. Miller, Jr.(1) | | | No | | | | | | | | | | | | ✓ | | | | |
| Gloria A. O’Neal(1) | | | Yes | | | ✓ | | | | | | | | | | | | ✓ | |
| H. Palmer Proctor, Jr.(1) | | | No | | | | | | | | | | | | Chair | | | | |
| William H. Stern | | | Yes | | | | | | ✓ | | | Chair | | | ✓ | | | | |
| Jimmy D. Veal | | | Yes | | | | | | | | | ✓ | | | | | | | |
| Dennis J. Zember Jr.(3) | | | No | | | | | | | | | | | | | | | | |
| Number of Meetings(4) | | | | | | 9 | | | 9 | | | 3 | | | 4 | | | 5 | |
the Company, and consistently exercise sound and objective business judgment. It is also anticipated that the Board as a whole have individuals with significant appropriate senior management or other leadership experience, a long-term and strategic perspective and the ability to advance constructive debate.
At present, almost one-third of the Board’s current members represent diversity through race, ethnicity or gender.
needs, including consideration of relevant governance and strategic matters.
In October 2016, Messrs. Bowen, Ezzell, Lynch and Veal participated in Crowe Horwath’s webinar entitled “Accounting and RegulatoryLLP’s group internet-based Industry Overview for Financial Institutions forInstitution Audit Committee” members. This webinar was provided as an overview for financial institution audit committee members of their responsibilities relating to financial reporting and regulatory developments. Participation in the training provided discussions on the latest financial reporting developments and related requirements affecting financial institutions, including the latest developments on non-GAAP measures and developments from the FASB, PCAOB and SEC. Highlights of the AICPA National Conference on Banks and Savings Institutions and recognition of the latest regulatory developments and related requirements were also reviewed.
Also in October 2016,Committee Members. In November 2019, Mr. Hill attended a conferencethe Bank Director Bank Compensation & Talent Conference in Amelia Island, Florida. The training focused on bank executivethe opportunities and board compensation. This program’s agenda offered guidance into topics such aschallenges that banks face when building and retaining the best talent acquisition, compensation strategies, board responsibilitiesfor today and industry trendstomorrow. In December 2019, Mr. Hill attended the “Avoiding the Corporate Crisis” event hosted by DirectorCorps and also involved discussionNasdaq in New York City, New York. The event focused on preparing boards and leadership for future uncertainties.
| COMPENSATION OF DIRECTORS | |
Effective May 2016,
Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||
William I. Bowen, Jr.(1) | $ | 69,500 | $ | 50,003 | $ | — | $ | — | $ | — | $ | — | $ | 119,503 | ||||||||||||||
R. Dale Ezzell(1) | $ | 71,900 | $ | 50,003 | $ | — | $ | — | $ | — | $ | — | $ | 121,903 | ||||||||||||||
Leo J. Hill(1) | $ | 74,500 | $ | 50,003 | $ | — | $ | — | $ | — | $ | — | $ | 124,503 | ||||||||||||||
Daniel B. Jeter(1) | $ | 79,400 | $ | 50,003 | $ | — | $ | — | $ | — | $ | — | $ | 129,403 | ||||||||||||||
Robert P. Lynch(1) | $ | 76,900 | $ | 50,003 | $ | — | $ | — | $ | — | $ | — | $ | 126,903 | ||||||||||||||
Elizabeth A. McCague(2)(3) | $ | 16,667 | $ | 37,509 | $ | — | $ | — | $ | — | $ | — | $ | 54,176 | ||||||||||||||
William H. Stern(1) | $ | 69,500 | $ | 50,003 | $ | — | $ | — | $ | — | $ | — | $ | 119,503 | ||||||||||||||
Jimmy D. Veal(1) | $ | 74,500 | $ | 50,003 | $ | — | $ | — | $ | — | $ | — | $ | 124,503 |
| Name | | | Fees Earned or Paid in Cash | | | Stock Awards | | | Option Awards | | | Non-Equity Incentive Plan Compensation | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | | | All Other Compensation | | | Total | | |||||||||||||||||||||
| William I. Bowen, Jr.(1) | | | | $ | 60,033 | | | | | $ | 60,009 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 597 | | | | | $ | 120,640 | | |
| Rodney D. Bullard(2) | | | | $ | 25,000 | | | | | $ | 52,486 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 210 | | | | | $ | 77,696 | | |
| Wm. Millard Choate(2) | | | | $ | 25,000 | | | | | $ | 52,486 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 210 | | | | | $ | 77,696 | | |
| R. Dale Ezzell(1) | | | | $ | 64,200 | | | | | $ | 60,009 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 837 | | | | | $ | 125,046 | | |
| Leo J. Hill(1) | | | | $ | 79,506 | | | | | $ | 60,009 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 597 | | | | | $ | 140,112 | | |
| Daniel B. Jeter(1) | | | | $ | 73,964 | | | | | $ | 60,009 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 837 | | | | | $ | 134,811 | | |
| Robert P. Lynch(1) | | | | $ | 74,467 | | | | | $ | 60,009 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 621 | | | | | $ | 135,097 | | |
| Elizabeth A. McCague(1) | | | | $ | 65,833 | | | | | $ | 60,009 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 597 | | | | | $ | 126,440 | | |
| James B. Miller, Jr. | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 644,222(3) | | | | | $ | — | | | | | $ | 502,706(3) | | | | | $ | 1,146,928 | | |
| Gloria A. O’Neal(2) | | | | $ | 25,000 | | | | | $ | 52,486 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 210 | | | | | $ | 77,696 | | |
| William H. Stern(1) | | | | $ | 70,033 | | | | | $ | 60,009 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 597 | | | | | $ | 130,640 | | |
| Jimmy D. Veal(1) | | | | $ | 60,033 | | | | | $ | 60,009 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 597 | | | | | $ | 120,640 | | |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | |
Name, Age and Term as Officer | | | Position | | | Principal Occupation for the Last Five Years and Other Directorships | |
H. Palmer Proctor, Jr., Officer since | | Chief Executive Officer | | Chief Executive Officer | |||
| |||||||
| Lawton E. Bassett, III, 51 Officer since 2016 | | | Bank President and Banking Group President of the Company |
| ||||||||
| Banking Group President of the Company and President of the Bank since February | | ||||||
| Nicole S. Stokes, 45 Officer since 2018 | | | Executive Vice President and Chief Financial Officer | | | 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, 46 Officer since 2019 | | | Executive Vice President and Chief Innovation Officer | | | Executive Vice President and Chief Innovation Officer of the Bank since July 2019. Prior to the Company’s acquisition of Fidelity, Chief Information Officer of Fidelity Bank since July 2018, during which Mr. Creasy oversaw Technology and Operations. Prior to joining Fidelity, served in various positions with E*TRADE, Capital One and the Federal Reserve. | |
| Jon S. Edwards, Officer since 1999 | | | Executive Vice President and Chief Credit Officer | | | Executive Vice President and Chief Credit Officer since May | |
Name, Age and Term as Officer | | | Position | | | Principal Occupation for the Last Five Years and Other Directorships | | |
| James A. LaHaise, Officer since 2014 | | | Executive Vice President and | | | Executive Vice President and Chief Strategy Officer since October 2018; Executive Vice President and Corporate Banking Executive | |
| Cindi H. Lewis, Officer since 1987 | | | Executive Vice President, Chief Administrative Officer and Corporate Secretary | | | Chief Administrative Officer since May | |
William D. McKendry, 51 Officer since | | | Executive Vice President and Chief Risk Officer | | | Executive Vice President and Chief Risk Officer since | | |
| Michael T. Pierson, 50 Officer since 2019 | | | Executive Vice President and Chief Governance Officer | | | Executive Vice President and Chief Governance Officer of | |
| Jody L. Spencer, 48 Officer since 2019 | | | Executive Vice President and General Counsel | | | Executive Vice President and General Counsel since July 2019; attorney at Rogers & Hardin LLP from March 2001 to July 2019, serving as a partner from January 2008 to July 2019. | |
| EXECUTIVE COMPENSATION | |
| | | | Position | | | ||
| H. Palmer Proctor, Jr.(1) | | | Chief Executive Officer | ||||
| Nicole S. Stokes | | | | Executive Vice President and Chief | | | |
| Andrew B. | | | | Former Interim Principal Executive Officer | | | |
| | Dennis J. Zember Jr.(2) | | | | Former President and Chief Executive Officer | | |
| | Lawton E. Bassett, III | | | | Executive Vice President and Banking Group President | | |
| | Jon S. Edwards | | | | Executive Vice President and Chief | | |
| William D. McKendry | | | | Executive Vice President and Chief Risk Officer | | |
The Compensation Committee believes
evaluates and, where
At Mr. Proctor’s pay mix for 2019 was unusual in that he did not receive any long-term incentive or equity awards, having joined the 2016 Annual Meeting of Shareholders,Company midyear from Fidelity. His pay mix for 2020 represents a more than 97%balanced compensation opportunity, with the value of the voting shareholders approvedlong-term incentive award constituting the Company’s 2015 executive compensation program for the NEOs. We believe that these voting results reflect our shareholders’ endorsement and supportlargest portion of our executive compensation program and affirm alignment of our program with shareholder interests. We continue to maintain an active and open dialogue with our shareholders to identify ways to further refine and improve our executive compensation program, and the Compensation Committee believes our current program adequately and effectively addresses shareholder concerns, promotes the Company’s business strategy and aligns pay with performance and shareholder value.
regulations.
In 2016, the
Benchmarking
The Compensation Committee reviews competitive data for comparable executive positions in the market. External market data is used by the Compensation Committee as a point of reference in its executive pay decisions in conjunction with financial and individual performance data. In considering the competitive environment, the Compensation Committee reviews compensation information disclosed by a peer group of comparativelycomparably sized companies with which we compete for business and executive talent andtalent. In addition, information derived from published surveycompensation surveys is used to supplement the peer group data that comparesand is used to compare the elements of each executive officer’s target total direct compensation to the market information for executives with similar roles. The Compensation
| | Company | | | | Total Assets (12/31/2018) | | | | Company | | | | Total Assets (12/31/2018) | | | ||||||
| | United Bankshares, Inc. | | | | | $ | 19.3 | | | | | Cadence Bancorporation | | | | | $ | 12.7 | | | |
| | BancorpSouth Bank | | | | | $ | 18.0 | | | | | United Community Banks, Inc. | | | | | $ | 12.6 | | | |
| | Simmons First National Corporation | | | | | $ | 16.5 | | | | | CenterState Bank Corporation | | | | | $ | 12.3 | | | |
| | Home Bancshares, Inc. | | | | | $ | 15.3 | | | | | International Bancshares Corporation | | | | | $ | 11.9 | | | |
| | South State Corporation | | | | | $ | 14.7 | | | | | TowneBank | | | | | $ | 11.2 | | | |
| | Atlantic Union Bankshares Corporation | | | | | $ | 13.8 | | | | | Independent Bank Group, Inc. | | | | | $ | 9.8 | | | |
| | Hilltop Holdings Inc. | | | | | $ | 13.7 | | | | | LegacyTexas Financial Group, Inc. | | | | | $ | 9.1 | | | |
| | Trustmark Corporation | | | | | $ | 13.3 | | | | | First Financial Bankshares, Inc. | | | | | $ | 7.7 | | | |
| | Renasant Corporation | | | | | $ | 12.9 | | | | | | | | | | | | | | |
| | Median | | | | $12.9 | | | ||||||||||||||
| | Ameris Bancorp | | | | $11.4 | | |
| | Company | | | | Total Assets (12/31/2019) | | | | Company | | | | Total Assets (12/31/2019) | | | ||||||
| | Hancock Whitney Corporation | | | | | $ | 30.6 | | | | | Atlantic Union Bankshares Corporation | | | | | $ | 17.6 | | | |
| | Pinnacle Financial Partners, Inc. | | | | | $ | 27.8 | | | | | CenterState Bank Corporation | | | | | $ | 17.1 | | | |
| | UMB Financial Corporation | | | | | $ | 26.6 | | | | | South State Corporation | | | | | $ | 15.9 | | | |
| | Commerce Bancshares, Inc. | | | | | $ | 26.1 | | | | | Hilltop Holdings Inc. | | | | | $ | 15.2 | | | |
| | Bank OZK | | | | | $ | 23.6 | | | | | Home Bancshares, Inc. | | | | | $ | 15.0 | | | |
| | Simmons First National Corporation | | | | | $ | 21.3 | | | | | Independent Bank Group, Inc. | | | | | $ | 15.0 | | | |
| | BancorpSouth Bank | | | | | $ | 21.1 | | | | | Trustmark Corporation | | | | | $ | 13.5 | | | |
| | United Bankshares, Inc. | | | | | $ | 19.7 | | | | | Renasant Corporation | | | | | $ | 13.4 | | | |
| | Cadence Bancorporation | | | | | $ | 17.8 | | | | | United Community Banks, Inc. | | | | | $ | 12.9 | | | |
| | Median | | | | $17.7 | | | ||||||||||||||
| | Ameris Bancorp | | | | $18.2 | | |
Company | Total Assets 12/31/2016 | ||||
Bank of the Ozarks, Inc. | $ | 18,890 | |||
United Bankshares, Inc. | $ | 14,509 | |||
Hilltop Holdings Inc. | $ | 12,738 | |||
Capital Bank Financial Corp. | $ | 9,931 | |||
Home Bancshares, Inc. | $ | 9,808 | |||
South State Corporation | $ | 8,901 | |||
Renasant Corporation | $ | 8,700 | |||
Union Bankshares Corporation | $ | 8,427 | |||
Simmons First National Corporation | $ | 8,400 | |||
LegacyTexas Financial Group, Inc. | $ | 8,362 | |||
| |||||
Median | |||||
Ameris Bancorp |
Company | Total Assets 12/31/2016 | ||||
TowneBank | $ | 7,974 | |||
BNC Bancorp | $ | 7,402 | |||
First Financial Bankshares, Inc. | $ | 6,810 | |||
ServisFirst Bancshares, Inc. | $ | 6,370 | |||
CenterState Banks, Inc. | $ | 5,079 | |||
Seacoast Banking Corporation of Florida | $ | 4,514 | |||
Fidelity Southern Corporation | $ | 4,396 | |||
State Bank Financial Corporation | $ | 4,225 | |||
Cardinal Financial Corporation | $ | 4,220 | |||
First Community Bancshares, Inc. | $ | 2,386 | |||
$8,168 | |||||
$6,892 |
Source: S&P Capital IQ. Data as of 12/31/2016. ($mm)
Component | | | Type | | | Objectives | |
| Base Salary | | | Fixed | | | • Attract and retain executives |
• Compensate executive for level of responsibility and experience | | ||||||
| Short-Term (Annual) Incentives | | | Variable | | | • Reward achievement of the Company’s annual financial and operational goals |
• Promote accountability and strategic decision-making | | ||||||
| Long-Term Incentives | | | Variable | | | • Align management and shareholder goals by linking management compensation to share price over extended period |
• Encourage long-term, strategic decision-making | |||||||
• Reward achievement of long-term company performance goals | |||||||
• Promote accountability | |||||||
• Retain key executives | | ||||||
| Perquisites and Other Personal Benefits | | | Fixed | | | • Foster the health and |
• 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 | |
the•thethethethethe
| | | | 2018 Base Salary | | | Base Salary Effective 2/25/19 | | | Total Adjustment | | |||||||||
| Nicole S. Stokes | | | | $ | 300,000 | | | | | $ | 400,000 | | | | | | 33% | | |
| Lawton E. Bassett, III | | | | $ | 400,000 | | | | | $ | 440,000 | | | | | | 10% | | |
| Jon S. Edwards | | | | $ | 320,000 | | | | | $ | 350,000 | | | | | | 9% | | |
| William D. McKendry | | | | $ | 310,000 | | | | | $ | 350,000 | | | | | | 13% | | |
| Dennis J. Zember Jr. | | | | $ | 500,000 | | | | | $ | 850,000 | | | | | | 70% | | |
Named Executive Officer | 2015 Base Salary | 2016 Base Salary | Total Adjustment | |||||||||
Edwin W. Hortman, Jr. | $ | 625,000 | $ | 650,000 | 4.0 | % | ||||||
Dennis J. Zember Jr. | $ | 320,000 | $ | 340,000 | 6.3 | % | ||||||
Andrew B. Cheney | $ | 400,000 | $ | 400,000 | 0.0 | % | ||||||
Joseph B. Kissel | — | $ | 280,000 | — | ||||||||
Stephen A. Melton | $ | 275,000 | $ | 280,000 | 1.8 | % |
Joseph B. Kissel commenced
| | | | Base Salary Effective 2/25/19 | | | Base Salary Effective 7/1/19 | | | Total Adjustment | | |||||||||
| H. Palmer Proctor, Jr. | | | | | — | | | | | $ | 850,000 | | | | | | — | | |
| Nicole S. Stokes | | | | $ | 400,000 | | | | | $ | 440,000 | | | | | | 10% | | |
| Lawton E. Bassett, III | | | | $ | 440,000 | | | | | $ | 500,000 | | | | | | 14% | | |
| Jon S. Edwards | | | | $ | 350,000 | | | | | $ | 375,000 | | | | | | 7% | | |
| William D. McKendry | | | | $ | 350,000 | | | | | $ | 375,000 | | | | | | 7% | | |
1, 2019.
In 2014, a discretionary cash bonus was paid to each of the named executives based on both individual and Company performance.
Performance Measure | | | Weight | |||||
Credit Quality | | | | 33.0% | | | ||
| ROA (Return on Assets) | | | | | 34.0% | | |
| Efficiency Ratio | | | | | 33.0% | | |
EPS refers to Earnings per ShareROA refers to Return on Assets
In addition to the performance measures listed above, the Compensation Committee also considered asset quality. Inretains the event that legacy non-performing assets exceeded 1% of total assets, the Compensation Committee couldability to apply negative discretion to reduce the incentive payout. Asset quality for 2016 waspayout, if needed. Also, total payouts can be adjusted by +/- 10% based on individual performance assessments in line with expectations, with legacy non-performing assets less than 1% of total assets, and thus no negative adjustment was considered.
order to differentiate payouts based on individual contributions.
| 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% | | |
| William D. McKendry | | | | | 32.50% | | | | | | 65.00% | | | | | | 110.50% | | |
| Dennis J. Zember Jr. | | | | | 42.50% | | | | | | 85.00% | | | | | | 144.50% | | |
Named Executive Officer | Threshold (% of salary) | Target (% of salary) | Maximum (% of salary) | |||||||||
Edwin W. Hortman, Jr. | 30.00 | % | 60.00 | % | 102.00 | % | ||||||
Dennis J. Zember Jr. | 20.00 | % | 40.00 | % | 68.00 | % | ||||||
Andrew B. Cheney | 20.00 | % | 40.00 | % | 68.00 | % | ||||||
Joseph B. Kissel | 17.50 | % | 35.00 | % | 59.50 | % | ||||||
Stephen A. Melton | 17.50 | % | 35.00 | % | 59.50 | % |
Calculating Annual Incentive Awards.
x Individual Performance
| | | | 33% Weight Credit Quality | | | 34% Weight ROA | | | 33% Weight Efficiency Ratio | |
| Threshold | | | 0.65% | | | 1.40% | | | 60% | |
| Target | | | 0.47% – 0.55% | | | 1.50% – 1.60% | | | 51.00% – 56.00% | |
| Maximum | | | 0.40% | | | 1.70% | | | 48.00% | |
| Actual | | | 0.56% | | | 1.52% | | | 55.67% | |
50% Weight Adjusted EPS | 50% Weight Adjusted ROA | |||||||
Threshold | $ | 2.00 | 1.13 | % | ||||
Target | $ | 2.23 | 1.26 | % | ||||
Maximum | $ | 2.36 | 1.33 | % | ||||
Actual | $ | 2.32 | 1.31 | % |
The Company achieved the Target level of performance with respect to Adjusted ROA and Efficiency Ratio, and achieved slightly below the Target level of performance on Credit Quality. Based on the weighted operating performance of the Companyresults relative to the targetsTargets established for 2016,2019, a 147.63% Company99.11% achievement factor was reached, compared towith the targeted payout factor of 100%. The Compensation Committee believes these incentive payments are aligned with the Company’s business results and compensation philosophy and the contribution of each named executive officer.
philosophy.
On December 16, 2016, the Bank entered into a Stipulationdetermined not to make any adjustments to the Issuance of a Consent Order with its bank regulatory agencies, the Federal Deposit Insurance Corporation and the Georgia Department of Banking and Finance, consenting to the issuance of a consent order (the “Order”) relating to the Bank’s Bank Secrecy Act (together with its implementing regulations, the “BSA”) compliance program. In consenting to the issuance of the Order, the Bank did not admit or deny any charges of unsafe or unsound banking practices related to its BSA compliance program.
Under the terms of the Order, the Bank or its board of directors is required to take certain affirmative actions to comply with the Bank’s obligations under the BSA. These include, but are not limited to, the following: strengthening the board of directors’ oversight of BSA activities; enhancing and adopting a revised
BSA compliance program; completing a BSA risk assessment; developing a revised system of internal controls designed to ensure full compliance with the BSA; reviewing and revising customer due diligence and risk assessment processes, policies and procedures; developing, adopting and implementing effective BSA training programs; assessing BSA staffing needs and resources and appointing a qualified BSA officer; establishing an independent BSA testing program; ensuring that all reports required by the BSA are accurately and properly filed; and engaging an independent firm to review past account activity to determine whether suspicious activity was properly identified and reported. During the fourth quarter of 2016, the Company recorded $5.75 million of pre-tax expense associated with the Order. This additional expense caused a 13.16% reduction in all the executive incentive calculations (except with respect to Mr. Kissel, as discussed below).
In addition to the negative impact that the BSA expense had on the incentive calculations, the Compensation Committee applied additional negative discretion to further reduce the bonus payouts for Messrs. Hortman and Melton. The Compensation Committee believed that those individuals, because of their responsibilities with respect to BSA oversight, should bear a greater burden associated with the Order than other executive officers and reduced their annual incentive awards accordingly.
Annual incentive payouts for 20162019 performance for the NEOs are listed below:
| 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% | | | | | | 99.11% | | | | | | 100% | | | | | $ | 716,077 | | |
| Nicole S. Stokes | | | | $ | 440,000 | | | | | | 65% | | | | | | 99.11% | | | | | | 100% | | | | | $ | 283,458 | | |
| Lawton E. Bassett, III | | | | $ | 500,000 | | | | | | 65% | | | | | | 99.11% | | | | | | 100% | | | | | $ | 322,111 | | |
| Jon S. Edwards | | | | $ | 375,000 | | | | | | 65% | | | | | | 99.11% | | | | | | 100% | | | | | $ | 241,583 | | |
| William D. McKendry | | | | $ | 375,000 | | | | | | 65% | | | | | | 99.11% | | | | | | 100% | | | | | $ | 241,583 | | |
| Dennis J. Zember Jr. | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Named Executive Officer | Base Salary | X | Target (% of salary) | X | Company Achievement | X | Additional Negative Discretion | = | Actual Incentive Payout | |||||||||||||||||||||||||||
Edwin W. Hortman, Jr. | $ | 650,000 | 60.00 | % | 147.63 | % | -10.00 | % | $ | 518,166 | ||||||||||||||||||||||||||
Dennis J. Zember Jr. | $ | 340,000 | 40.00 | % | 147.63 | % | 0.00 | % | $ | 200,771 | ||||||||||||||||||||||||||
Andrew B. Cheney | $ | 400,000 | 40.00 | % | 147.63 | % | 0.00 | % | $ | 236,201 | ||||||||||||||||||||||||||
Joseph B. Kissel | $ | 121,800 | 35.00 | % | 170.85% (1) | 0.00 | % | $ | 72,831 | |||||||||||||||||||||||||||
Stephen A. Melton | $ | 280,000 | 35.00 | % | 147.63 | % | -35.00 | % | $ | 94,037 |
Long-Term Equity Awards
We consider long-term equity-based compensation to be critical to the alignment of executive compensation with shareholder value creation. Therefore, a market competitive, long-term equity-based incentive component is an integral part of our overall executive compensation program. The total long-term incentive award in a given year is based on a targeted dollar value that is then converted into the specific equity awards. The following chart reflects the target2019 Target award opportunities for each NEO:
| Named Executive Officer | | | LTI Target | | |||
| H. Palmer Proctor, Jr. | | | | | — | | |
| Nicole S. Stokes | | | | $ | 300,000 | | |
| Lawton E. Bassett, III | | | | $ | 350,000 | | |
| Jon S. Edwards | | | | $ | 300,000 | | |
| William D. McKendry | | | | $ | 300,000 | | |
| Dennis J. Zember Jr. | | | | $ | 1,000,000 | | |
Named Executive Officer | LTI Target | |||
Edwin W. Hortman, Jr. | $ | 700,000 | ||
Dennis J. Zember Jr. | $ | 250,000 | ||
Andrew B. Cheney | $ | 250,000 | ||
Stephen A. Melton | $ | 200,000 |
As
As a special retention award and in lieuexceeded the Target level of providing supplemental executive retirement benefits that certain other named executive officers received in 2012 and 2016, the applicable performance condition.
impact that may result from the coronavirus (COVID-19) pandemic.
We view certain perquisites as being beneficial to the Company, in addition to being directly compensatory to the executive officers. For example, the club memberships are regularly used in the general course of our business, such as for business meetings and entertaining. Company cars, which are provided to certain executive officers based on business needs, are used primarily for business purposes. Moving expenses facilitate the relocation of employees as needed for our business. In addition, these perquisites, as a minor expense to the Company, provide a useful benefit in our efforts to recruit, attract and retain top executive talent.
On November 7, 2016, the Bank and the Companyalso entered into a second Retirement Agreement, with Mr. Hortman to provide similar benefits as his 2012 Retirement Agreement for an additional period of five years, with payment of such benefits commencing after the full payout of the comparable benefits under his 2012 Retirement Agreement, provided that Mr. Hortman remains employed by the Bank until the required age of 66. Taken together, Mr. Hortman’s 2012 and 2016 Retirement Agreements, which are generally described below on an aggregate basis, provide for a total of 15 years ofno retirement benefits are payable to him which is consistent with the level providedthereunder due to certain other named executive officershis resignation as President and is more closely aligned with competitive market practice.
Chief Executive Officer in June 2019.
IRC), Mr. Hortman will be entitled condition giving rise to receive his annual retirement benefit in monthly installments forGood Reason termination, provides at least 30 days advance written notice to the Company or Bank explaining the same, and the Company and the Bank must have a period of 15 years, without regard30 days to whether he continues to be employed byremedy the Bank until reaching the required age.
Good Reason following such notice.
Employment
We currently maintain an employment agreement
The employment agreements provide that if (i) the severance payments payable in connection with termination of employment would result in the imposition of an excise tax under Section 4999 of the IRC and (ii) the after-tax amount retained by the executive after taking into account the excise tax would have a lesser aggregate value than the after-tax amount retained by the executive if the total payments were reduced so that the excise tax would not be incurred, then the Company shall reduce such payments to avoid the imposition of such excise tax.
agreement.
General Employment Agreement Provisions
AllMr. Proctor, as well as the employment agreements limit severance benefitsthat were applicable to aMessrs. Zember, Bassett and Edwards prior to the termination of their respective employment by the executive for good reason or byagreements with the Company without cause. The following summarizes the definition of good reason as set forth in the employment agreements:
The following summarizes the definition of cause as set forth in the employment agreements:
Each employment agreement provides that the Company, in accordance with the policies and procedures of the Compensation Committee, willexecutive’s compensation is subject to review each executive’s total compensation at least annually and may increasebe increased (but not decrease) the executive’s annual salarydecreased) from the minimum amount set forth in the executive’s employment agreement. Additionally, each agreement specifies term, position and duties, salary and incentive eligibility, benefits, perquisites, expense reimbursement and vacation. In addition, each agreement includes non-compete and non-solicit covenants. Following are certain details with respect to each agreement.
Individual
Banking Group President
$195,000. In addition, the HortmanBassett Employment Agreement providesprovided that Mr. Hortman isBassett was entitled to participate, as determined by the Compensation Committee, in all incentive plans of the Company (including short-term and long-term incentive plans and equity compensation plans) and in all employee benefit plans, practices, policies and programs provided by the Company applicable to its senior executives generally. The Hortman Employment Agreement further provides that, in the event of termination of Mr. Hortman’s employment by the Company without cause or by Mr. Hortman for good reason, the Company will pay to Mr. Hortman, in addition to certain accrued but unpaid amounts, (i) an amount equal to three times the sum of his salary and his highest cash bonus earned with respect to any fiscal year within the three most recently completed fiscal years immediately preceding his date of termination; (ii) a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals; and (iii) reimbursement for any monthly COBRA premium paid for a period of as many as 18 months. In the event of termination of Mr. Hortman’s employment on account of his death or disability, the Company will pay to Mr. Hortman (or his estate or beneficiaries), in addition to certain accrued but unpaid amounts, a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred based on the achievement of applicable performance goals.
The Hortman Employment Agreement also includes certain restrictive covenants that limit Mr. Hortman’s ability to compete with the Company and to solicit, or attempt to solicit, certain customers and any employee of the Company and its subsidiaries and affiliates for a period of up to three years after termination or to divulge certain confidential information concerning the Company for any purpose other than as necessary in performance of his duties to the Company.
$220,000. In addition, the ZemberEdwards Employment Agreement providesprovided that Mr. Zember isEdwards was entitled to participate, as determined by the Compensation Committee, in all incentive plans of the Company (including short-term and long-term incentive plans and equity compensation plans) and in all employee benefit plans, practices, policies and programs provided by the Company applicable to its senior executives generally. The
The Zember Employment Agreement also includes certain restrictive covenants that limit Mr. Zember’s ability to compete with the Company and to solicit, or attempt to solicit, certain customers and any employee of the Company and its subsidiaries and affiliates for a period of up to two years after termination or to divulge certain confidential information concerning the Company for any purpose other than as necessary in performance of his duties to the Company.
$285,000. In addition, the CheneyZember Employment Agreement providesprovided that Mr. Cheney isZember was entitled to participate, as determined by the Compensation Committee, in all incentive plans of the Company (including short-term and long-term incentive plans and equity compensation plans) and in all employee benefit plans, practices, policies and programs provided by the Company applicable to its senior executives generally. The Cheney Employment Agreement further provides that, in the event of termination of Mr. Cheney’s employment by the Company without cause or by Mr. Cheney for good reason, the Company will pay to Mr. Cheney, in addition to certain accrued but unpaid amounts, (i) an amount equal to two times the sum of his salary and his highest cash bonus earned with respect to any fiscal year within the three most recently completed fiscal years immediately preceding his date of termination; (ii) a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals; and (iii) reimbursement for any monthly COBRA premium paid for a period of as many as 18 months. In the event of termination of Mr. Cheney’s employment on account of his death or disability, the Company will pay to Mr. Cheney (or his estate or beneficiaries), in addition to certain accrued but unpaid amounts, a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals.
The Cheney Employment Agreement also includes certain restrictive covenants that limit Mr. Cheney’s ability to compete with the Company and to solicit, or attempt to solicit, certain customers and any employee of the Company and its subsidiaries and affiliates for a period of up to two years after termination or to divulge certain confidential information concerning the Company for any purpose other than as necessary in performance of his duties to the Company.
The Company entered into an executive employment agreement with Mr. Kissel effective as of July 25, 2016 (the “Kissel Employment Agreement”). The Kissel Employment Agreement has an initial term of two years, which initial term is automatically renewed for additional consecutive two-year terms unless timely notice of non-renewal is given by either the Company or Mr. Kissel. The Kissel Employment Agreement provides that Mr. Kissel will receive a minimum base salary of $280,000.
In addition, the Kissel Employment Agreement provides that Mr. Kissel is entitled to participate, as determined by the Compensation Committee, in all incentive plans of the Company (including short-term and long-term incentive plans and equity compensation plans) and in all employee benefit plans, practices, policies and programs provided by the Company applicable to its senior executives generally. The Kissel Employment Agreement further provides that, in the event of termination of Mr. Kissel’s employment by the Company without cause or by Mr. Kissel for good reason, the Company will pay to Mr. Kissel, in addition to certain accrued but unpaid amounts, (i) an amount equal to two times the sum of his salary and his highest cash bonus earned with respect to any fiscal year within the three most recently completed fiscal years immediately preceding his date of termination; (ii) a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals; and (iii) reimbursement for any monthly COBRA premium paid for a period of as many as 18 months. In the event of termination of Mr. Kissel’s employment on account of his death or disability, the Company will pay to Mr. Kissel (or his estate or beneficiaries), in addition to certain accrued but unpaid amounts, a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals.
The Kissel Employment Agreement also includes certain restrictive covenants that limit Mr. Kissel’s ability to compete with the Company and to solicit, or attempt to solicit, certain customers and any employee of the Company and its subsidiaries and affiliates for a period of up to two years after termination or to divulge certain confidential information concerning the Company for any purpose other than as necessary in performance of his duties to the Company.
The Company entered into an executive employment agreement with Mr. Melton effective as of December 15, 2014 (the “Melton Employment Agreement”). The Melton Employment Agreement has an initial term of one year, which initial term is automatically renewed for additional consecutive one-year terms unless timely notice of non-renewal is given by either the Company or Mr. Melton. The Melton Employment Agreement provides that Mr. Melton will receive a minimum base salary of $260,000.
In addition, the Melton Employment Agreement provides that Mr. Melton is entitled to participate, as determined by the Compensation Committee, in all incentive plans of the Company (including short-term and long-term incentive plans and equity compensation plans) and in all employee benefit plans, practices, policies and programs provided by the Company applicable to its senior executives generally. The Melton Employment Agreement further provides that, in the event of termination of Mr. Melton’s employment by the Company without cause or by Mr. Melton for good reason, the Company will pay to Mr. Melton, in addition to certain accrued but unpaid amounts, (i) an amount equal to the sum of his salary and his highest cash bonus earned with respect to any fiscal year within the three most recently completed fiscal years immediately preceding his date of termination; (ii) a pro-rata portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals; and (iii) reimbursement for any monthly COBRA premium paid for a period of as many as 18 months. In the event of termination of Mr. Melton’s employment on account of his death or disability, the Company will pay to Mr. Melton (or his estate or beneficiaries), in addition to certain accrued but unpaid amounts, a pro-rata
portion of the cash bonus, if any, that he would have earned for the fiscal year during which his termination occurred, based on the achievement of applicable performance goals.
The Melton Employment Agreement also includes certain restrictive covenants that limit Mr. Melton’s ability to compete with the Company and to solicit, or attempt to solicit, certain customers and any employee of the Company and its subsidiaries and affiliates for a period of up to one year after termination or to divulge certain confidential information concerning the Company for any purpose other than as necessary in performance of his duties to the Company.
Policy; Hedging Restrictions
Compensation Program Risk
Considerations
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(3) | Total | |||||||||||||||||||||||||||
Edwin W. Hortman, Jr., President and Chief Executive Officer | 2016 | $ | 650,000 | $ | — | $ | 749,993 | $ | — | $ | 518,166 | $ | 390,007 | $ | 101,464 | $ | 2,409,630 | |||||||||||||||||||
2015 | $ | 625,000 | $ | 585,938 | $ | 233,500 | $ | — | $ | — | $ | 320,764 | $ | 136,452 | $ | 1,901,654 | ||||||||||||||||||||
2014 | $ | 485,000 | $ | 388,000 | $ | 225,859 | $ | — | $ | — | $ | 288,557 | $ | 63,788 | $ | 1,451,204 | ||||||||||||||||||||
Dennis J. Zember Jr., Executive Vice President, Chief Financial Officer and Chief Operating Officer | 2016 | $ | 340,000 | $ | — | $ | 250,025 | $ | — | $ | 200,771 | $ | 41,468 | $ | 30,500 | $ | 862,764 | |||||||||||||||||||
2015 | $ | 320,000 | $ | 204,000 | $ | 210,150 | $ | — | $ | — | $ | 37,394 | $ | 39,354 | $ | 810,898 | ||||||||||||||||||||
2014 | $ | 285,000 | $ | 185,000 | $ | 175,076 | $ | — | $ | — | $ | 33,638 | $ | 9,080 | $ | 687,794 | ||||||||||||||||||||
Andrew B. Cheney, Executive Vice President and Chief Banking Executive | 2016 | $ | 400,000 | $ | — | $ | 875,006 | $ | — | $ | 236,201 | $ | — | $ | 37,191 | $ | 1,548,398 | |||||||||||||||||||
2015 | $ | 400,000 | $ | 255,000 | $ | 210,150 | $ | — | $ | — | $ | — | $ | 36,704 | $ | 901,854 | ||||||||||||||||||||
2014 | $ | 350,000 | $ | 225,000 | $ | 200,099 | $ | — | $ | — | $ | — | $ | 30,084 | $ | 805,183 | ||||||||||||||||||||
Joseph B. Kissel, Executive Vice President and Chief Information Officer(2) | 2016 | $ | 121,800 | $ | — | $ | 450,003 | $ | — | $ | 72,831 | $ | — | $ | 17,072 | $ | 661,706 | |||||||||||||||||||
Stephen A. Melton, Executive Vice President and Chief Risk Officer | 2016 | $ | 280,000 | $ | — | $ | 599,964 | $ | — | $ | 94,037 | $ | — | $ | 19,948 | $ | 993,949 | |||||||||||||||||||
2015 | $ | 275,000 | $ | 144,375 | $ | 105,075 | $ | — | $ | — | $ | — | $ | 17,435 | $ | 541,885 | ||||||||||||||||||||
2014 | $ | 260,000 | $ | 145,000 | $ | 100,050 | $ | — | $ | — | $ | — | $ | 15,136 | $ | 520,186 |
| Name and Principal Position | | | Year | | | Salary | | | Bonus | | | Stock Awards(4) | | | Option Awards | | | Non-Equity Incentive Plan Compensation | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | | | All Other Compensation(5) | | | Total | | |||||||||||||||||||||||||||
| H. Palmer Proctor, Jr. Chief Executive Officer(1) | | | | | 2019 | | | | | $ | 425,000 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 716,077 | | | | | $ | 0 | | | | | $ | 13,304 | | | | | $ | 1,154,381 | | |
| Nicole S. Stokes Executive Vice President and Chief Financial Officer | | | | | 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 | | | |||
| | | 2017 | | | | | $ | 200,000 | | | | | $ | 0 | | | | | $ | 33,748 | | | | | $ | 0 | | | | | $ | 100,800 | | | | | $ | 6,987 | | | | | $ | 9,498 | | | | | $ | 351,033 | | | |||
| Andrew B. Cheney Former Interim Principal Executive Officer(2) | | | | | 2019 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 542,021 | | | | | $ | 542,021 | | |
| | | 2018 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 390,715 | | | | | $ | 390,715 | | | |||
| | | 2017 | | | | | $ | 400,000 | | | | | $ | 0 | | | | | $ | 249,995 | | | | | $ | 0 | | | | | $ | 226,344 | | | | | $ | 0 | | | | | $ | 45,738 | | | | | $ | 922,077 | | | |||
| Dennis J. Zember Jr. Former President and Chief Executive Officer(3) | | | | | 2019 | | | | | $ | 428,780 | | | | | $ | 0 | | | | | $ | 999,983 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 26,156 | | | | | $ | 1,454,919 | | |
| | | 2018 | | | | | $ | 500,000 | | | | | $ | 0 | | | | | $ | 499,955 | | | | | $ | 0 | | | | | $ | 477,425 | | | | | $ | 50,679 | | | | | $ | 38,340 | | | | | $ | 1,566,398 | | | |||
| | | 2017 | | | | | $ | 375,000 | | | | | $ | 0 | | | | | $ | 299,975 | | | | | $ | 0 | | | | | $ | 212,197 | | | | | $ | 45,889 | | | | | $ | 23,915 | | | | | $ | 956,976 | | | |||
| Lawton E. Bassett, III Executive Vice President and Banking Group President | | | | | 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 | | | |||
| | | 2017 | | | | | $ | 335,000 | | | | | $ | 0 | | | | | $ | 199,968 | | | | | $ | 0 | | | | | $ | 189,563 | | | | | $ | 18,286 | | | | | $ | 13,853 | | | | | $ | 756,670 | | | |||
| Jon S. Edwards Executive Vice President and Chief Credit Officer | | | | | 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 | | | |||
| | | 2017 | | | | | $ | 290,000 | | | | | $ | 0 | | | | | $ | 149,988 | | | | | $ | 0 | | | | | $ | 145,866 | | | | | $ | 55,289 | | | | | $ | 22,099 | | | | | $ | 663,242 | | | |||
| William D. McKendry Executive Vice President and Chief Risk Officer | | | | | 2019 | | | | | $ | 362,676 | | | | | $ | 0 | | | | | $ | 300,019 | | | | | $ | 0 | | | | | $ | 241,583 | | | | | $ | 0 | | | | | $ | 140,792 | | | | | $ | 1,045,070 | | |
Details on All Other Compensation Reported in the Summary Compensation Table for 2016 | ||||||||||||||||||||||||||||
Named Executive Officer | Auto Provision(a) | Country Club Membership and Dues | Director Fees(b) | Housing | Dividends | Employer 401(k) Match | Life Insurance | |||||||||||||||||||||
Edwin W. Hortman, Jr. | $ | 2,414 | $ | 2,285 | $ | 73,500 | $ | — | $ | 12,939 | $ | 7,950 | $ | 2,376 | ||||||||||||||
Dennis J. Zember Jr. | $ | 400 | $ | 13,840 | $ | — | $ | — | $ | 7,770 | $ | 7,950 | $ | 540 | ||||||||||||||
Andrew B. Cheney | $ | 3,093 | $ | 13,193 | $ | — | $ | — | $ | 8,383 | $ | 7,950 | $ | 4,572 | ||||||||||||||
Joseph B. Kissel | $ | — | $ | — | $ | — | $ | 12,000 | $ | 1,381 | $ | 2,800 | $ | 891 | ||||||||||||||
Stephen A. Melton | $ | 2,728 | $ | — | $ | — | $ | — | $ | 4,698 | $ | 7,950 | $ | 4,572 |
| Named Executive Officer | | | Auto Provision(a) | | | Country Club Membership and Dues | | | Moving Expenses(b) | | | Dividends | | | Employer 401(k) Match | | | Life Insurance | | | Consulting Fees | | |||||||||||||||||||||
| H. Palmer Proctor, Jr. | | | | $ | 3,699 | | | | | $ | 9,501 | | | | | $ | − | | | | | $ | − | | | | | $ | − | | | | | $ | 104 | | | | | $ | − | | |
| Nicole S. Stokes. | | | | $ | − | | | | | $ | − | | | | | $ | 97,350 | | | | | $ | 4,430 | | | | | $ | 8,159 | | | | | $ | 540 | | | | | $ | − | | |
| Andrew B. Cheney | | | | $ | 7,179 | | | | | $ | 8,186 | | | | | $ | − | | | | | $ | 1,656 | | | | | $ | − | | | | | $ | − | | | | | $ | 525,000(c) | | |
| Dennis J. Zember Jr. | | | | $ | − | | | | | $ | 10,783 | | | | | $ | − | | | | | $ | 6,524 | | | | | $ | 8,400 | | | | | $ | 449 | | | | | $ | − | | |
| Lawton E. Bassett, III | | | | $ | 1,349 | | | | | $ | 33,430 | | | | | $ | − | | | | | $ | 7,708 | | | | | $ | 8,400 | | | | | $ | 828 | | | | | $ | − | | |
| Jon S. Edwards | | | | $ | 1,319 | | | | | $ | 4,927 | | | | | $ | 88,270 | | | | | $ | 6,240 | | | | | $ | 8,400 | | | | | $ | 1,548 | | | | | $ | − | | |
| William D. McKendry | | | | $ | − | | | | | $ | 8,017 | | | | | $ | 117,760 | | | | | $ | 6,043 | | | | | $ | 8,144 | | | | | $ | 828 | | | | | $ | − | | |
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 (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(3) | |||||||||||||||||||||||||||||||||||||||
Name | Plan/Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||
Edwin W. Hortman, Jr. | 2/16/2016 | $ | 195,000 | $ | 390,000 | $ | 663,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Edwin W. Hortman, Jr. | 2/16/2016 | — | — | — | 3,319 | 13,277 | 26,555 | 13,278 | — | — | $ | 699,990 | ||||||||||||||||||||||||||||||||
Edwin W. Hortman, Jr. | 5/18/2016 | — | — | — | — | — | — | 1,613 | — | — | $ | 50,003 | ||||||||||||||||||||||||||||||||
Dennis J. Zember Jr. | 2/16/2016 | $ | 68,000 | $ | 136,000 | $ | 231,200 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Dennis J. Zember Jr. | 2/16/2016 | — | — | — | 1,186 | 4,742 | 9,485 | 4,743 | — | — | $ | 250,025 | ||||||||||||||||||||||||||||||||
Andrew B. Cheney | 2/16/2016 | $ | 80,000 | $ | 160,000 | $ | 272,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Andrew B. Cheney | 2/16/2016 | — | — | — | 1,186 | 4,742 | 9,485 | 4,743 | — | — | $ | 250,025 | ||||||||||||||||||||||||||||||||
Andrew B. Cheney | 10/18/2016 | — | — | — | — | — | — | 17,482 | — | — | $ | 624,982 | ||||||||||||||||||||||||||||||||
Joseph B. Kissel | 2/16/2016 | $ | 49,000 | $ | 98,000 | $ | 166,600 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Joseph B. Kissel | 7/25/2016 | — | — | — | 1,726 | 6,904 | 13,808 | 6,904 | — | — | $ | 450,003 | ||||||||||||||||||||||||||||||||
Stephen A. Melton | 2/16/2016 | $ | 49,000 | $ | 98,000 | $ | 166,600 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Stephen A. Melton | 2/16/2016 | — | — | — | 948 | 3,793 | 7,587 | 3,794 | — | — | $ | 199,993 | ||||||||||||||||||||||||||||||||
Stephen A. Melton | 10/18/2016 | — | — | — | — | — | — | 11,188 | — | — | $ | 399,971 |
| | | | | | | | | | 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 (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards(3) | | ||||||||||||||||||||||||||||||||||||||||||
| Name | | | Plan/Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||||||||||||||||||||||||||
| H. Palmer Proctor, Jr. | | | | | 07/01/2019 | | | | | | 361,250 | | | | | | 722,500 | | | | | | 1,228,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Nicole S. Stokes | | | | | 02/19/2019 | | | | | | 143,000 | | | | | | 286,000 | | | | | | 486,200 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Nicole S. Stokes | | | | | 02/19/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | 923 | | | | | | 3,693 | | | | | | 7,386 | | | | | | 3,693 | | | | | | — | | | | | | — | | | | | | 300,019 | | |
| Dennis J. Zember Jr. | | | | | 02/19/2019 | | | | | | 361,250 | | | | | | 722,500 | | | | | | 1,228,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Dennis J. Zember Jr. | | | | | 02/19/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,077 | | | | | | 12,309 | | | | | | 24,618 | | | | | | 12,309 | | | | | | — | | | | | | — | | | | | | 999,983 | | |
| Lawton E. Bassett, III | | | | | 02/19/2019 | | | | | | 162,500 | | | | | | 325,000 | | | | | | 552,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Lawton E. Bassett, III | | | | | 02/19/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,077 | | | | | | 4,308 | | | | | | 8,616 | | | | | | 4,308 | | | | | | — | | | | | | — | | | | | | 349,982 | | |
| Jon S. Edwards | | | | | 02/19/2019 | | | | | | 121,875 | | | | | | 243,750 | | | | | | 414,375 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Jon S. Edwards | | | | | 02/19/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | 923 | | | | | | 3,693 | | | | | | 7,386 | | | | | | 3,693 | | | | | | — | | | | | | — | | | | | | 300,019 | | |
| William D. McKendry | | | | | 02/19/2019 | | | | | | 121,875 | | | | | | 243,750 | | | | | | 414,375 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| William D. McKendry | | | | | 02/19/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | 923 | | | | | | 3,693 | | | | | | 7,386 | | | | | | 3,693 | | | | | | — | | | | | | — | | | | | | 300,019 | | |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Options Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | Date Equity Fully Vests | ||||||||||||||||||||||||||||||
Edwin W. Hortman, Jr. | 20,563 | — | — | $ | 22.23 | 6/13/2017 | ||||||||||||||||||||||||||||||||||
25,703 | — | — | $ | 14.76 | 2/19/2018 | |||||||||||||||||||||||||||||||||||
15,422 | — | — | $ | 7.47 | 1/20/2019 | |||||||||||||||||||||||||||||||||||
9,524 | $ | 415,246 | 2/15/2017 | (1) | ||||||||||||||||||||||||||||||||||||
10,000 | $ | 436,000 | 1/31/2018 | (2) | ||||||||||||||||||||||||||||||||||||
26,555 | $ | 1,157,798 | 2/16/2019 | (2) | ||||||||||||||||||||||||||||||||||||
1,613 | $ | 70,327 | 5/18/2017 | (3) | ||||||||||||||||||||||||||||||||||||
Dennis J. Zember Jr | 12,338 | — | — | $ | 22.23 | 6/13/2017 | ||||||||||||||||||||||||||||||||||
7,711 | — | — | $ | 14.76 | 2/19/2018 | |||||||||||||||||||||||||||||||||||
15,422 | — | — | $ | 7.47 | 1/20/2019 | |||||||||||||||||||||||||||||||||||
8,333 | $ | 363,319 | 2/15/2017 | (1) | ||||||||||||||||||||||||||||||||||||
9,000 | $ | 392,400 | 1/31/2018 | (2) | ||||||||||||||||||||||||||||||||||||
9,485 | $ | 413,546 | 2/16/2019 | (2) | ||||||||||||||||||||||||||||||||||||
Andrew B. Cheney | 10,281 | — | — | $ | 5.55 | 2/17/2019 | ||||||||||||||||||||||||||||||||||
9,524 | $ | 415,246 | 2/15/2017 | (1) | ||||||||||||||||||||||||||||||||||||
9,000 | $ | 392,400 | 1/31/2018 | (2) | ||||||||||||||||||||||||||||||||||||
9,485 | $ | 413,546 | 2/16/2019 | (2) | ||||||||||||||||||||||||||||||||||||
17,482 | $ | 762,215 | 10/18/2019 | (4) | ||||||||||||||||||||||||||||||||||||
Joseph B. Kissel | 13,808 | $ | 602,029 | 7/25/2020 | (5) | |||||||||||||||||||||||||||||||||||
Stephen A. Melton | 4,762 | $ | 207,623 | 2/15/2017 | (1) | |||||||||||||||||||||||||||||||||||
4,500 | $ | 196,200 | 1/31/2018 | (2) | ||||||||||||||||||||||||||||||||||||
7,587 | $ | 330,793 | 2/16/2019 | (2) | ||||||||||||||||||||||||||||||||||||
11,188 | $ | 487,797 | 10/18/2019 | (4) |
| | | | Option Awards | | | Stock Awards | | | | | | | | |||||||||||||||||||||||||||
| Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Options Exercise Price | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | | Date Equity Fully Vests | | |||||||||
| H. Palmer Proctor, Jr. | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| Nicole S. Stokes | | | | | | | | | | | | | | | | | | | | 709 | | | | | $ | 30,161 | | | | | | | | | | | | 02/14/2020(1) | | |
| | | | | | | | | | | | | | | | | | 3,058 | | | | | $ | 130,087 | | | | | | | | | | | | 02/19/2021(2) | | | |||
| | | | | | | | | | | | | | | | | | 7,386 | | | | | $ | 314,200 | | | | | | | | | | | | 02/19/2022(3) | | | |||
| Andrew B. Cheney | | | | | | | | | | | | | | | | | | | | 2,626 | | | | | $ | 111,710 | | | | | | | | | | | | 02/14/2020(4) | | |
| Dennis J. Zember Jr. | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| Lawton E. Bassett, III | | | | | | | | | | | | | | | | | | | | 4,201 | | | | | $ | 178,711 | | | | | | | | | | | | 02/14/2020(4) | | |
| | | | | | | | | | | | | | | | | | 5,560 | | | | | $ | 236,522 | | | | | | | | | | | | 02/19/2021(2) | | | |||
| | | | | | | | | | | | | | | | | | 8,616 | | | | | $ | 366,525 | | | | | | | | | | | | 02/19/2022(3) | | | |||
| Jon S. Edwards | | | | | | | | | | | | | | | | | | | | 3,151 | | | | | $ | 134,044 | | | | | | | | | | | | 02/14/2020(4) | | |
| | | | | | | | | | | | | | | | | | 3,707 | | | | | $ | 157,696 | | | | | | | | | | | | 02/19/2021(2) | | | |||
| | | | | | | | | | | | | | | | | | 7,386 | | | | | $ | 314,200 | | | | | | | | | | | | 02/19/2022(3) | | | |||
| William D. McKendry | | | | | | | | | | | | | | | | | | | | 3,707 | | | | | $ | 157,696 | | | | | | | | | | | | 02/19/2021(2) | | |
| | | | | | | | | | | | | | | | | | 3,978 | | | | | $ | 169,224 | | | | | | | | | | | | 09/19/2021(5) | | | |||
| | | | | | | | | | | | | | | | | | 7,386 | | | | | $ | 314,200 | | | | | | | | | | | | 02/19/2022(3) | | |
| | | | Option Awards | | | Stock Awards | | ||||||||||||||||||
| Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized upon Exercise | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting | | ||||||||||||
| H. Palmer Proctor, Jr. | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Nicole S. Stokes | | | | | — | | | | | | — | | | | | | 1,500 | | | | | $ | 59,535(1) | | |
| Andrew B. Cheney | | | | | — | | | | | | — | | | | | | 9,484 | | | | | $ | 385,240(2) | | |
| Dennis J. Zember Jr. | | | | | — | | | | | | — | | | | | | 14,227 | | | | | $ | 573,490(3) | | |
| Lawton E. Bassett, III | | | | | 5,139 | | | | | $ | 144,303(4) | | | | | | 4,500 | | | | | $ | 181,395(5) | | |
| Jon S. Edwards | | | | | — | | | | | | — | | | | | | 8,535 | | | | | $ | 344,046(6) | | |
| William D. McKendry | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name | Option Awards | Stock Awards | ||||||||||||||
Number of Shares Acquired on Exercise (#) | Value Realized upon Exercise | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting | |||||||||||||
Edwin W. Hortman, Jr. | — | $ | — | 32,800 | $ | 912,183 | (1) | |||||||||
Dennis J. Zember Jr. | 514 | $ | 5,433 | (2) | 21,300 | $ | 587,593 | (3) | ||||||||
Andrew B. Cheney | — | $ | — | 25,700 | $ | 708,802 | (4) | |||||||||
Joseph B. Kissel | — | $ | — | — | $ | — | ||||||||||
Stephen A. Melton | — | $ | — | 13,300 | $ | 361,588 | (5) |
| 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 | | | | | 7 | | | | | $ | 45,585 | | | | | | — | | |
| Andrew B. Cheney | | | — | | | | | — | | | | | | — | | | | | | — | | |
| Dennis J. Zember Jr. | | | SERP Agreement 11-7-2012 | | | | | 6 | | | | | | — | | | | | | — | | |
| Lawton E. Bassett, III. | | | SERP Agreement 11-7-2012 | | | | | 7 | | | | | $ | 119,303 | | | | | | — | | |
| Jon S. Edwards | | | SERP Agreement 11-7-2012 | | | | | 7 | | | | | $ | 360,712 | | | | | | — | | |
| William D. McKendry | | | — | | | | | — | | | | | | | | | | | | — | | |
Name | Plan Name | Number of Years Credited Service(1) | Present Value of Accumulated Benefit(2) | Payments During Last Fiscal Year | ||||||||||||
Edwin W. Hortman, Jr. | SERP Agreement 11-7-2012 | 4 | $ | 1,260,537 | $ | — | ||||||||||
Edwin W. Hortman, Jr. | SERP Agreement 11-7-2016 | — | $ | 34,287 | $ | — | ||||||||||
Dennis J. Zember Jr. | SERP Agreement 11-7-2012 | 4 | $ | 146,948 | $ | — |
(1) |
The
31, 2019.
For purposestermination of theMr. Proctor’s employment agreements, “good reason” is generally defined to mean that the executive has determined in good faith that one or more of the following events has occurred:
For purposes of the employment agreements, “cause” is generally defined as:
If a named executive officer terminates his or her employment under the executive’s employment agreement for “good reason” or if the executive’s employment is terminated by the Company without “cause,” thencause or by Mr. Proctor for good reason, the executiveCompany will receivepay to Mr. Proctor, subject to the following:
In addition, pursuant to If a termination without cause or for good reason occurs at the Company’s 2005 Omnibus Stock ownership and Long-Term Incentive Plan (the “2005 Plan”), which is operative now only with respect to the vestingtime of, or exercisewithin one year after, a “change of awards previously granted, in the event an executive terminates his or her employment withcontrol” of the Company for “good reason” (as defined in the 2005 Plan)Severance Agreement), or is terminated bythen the Company other than for “cause”,amounts described in clause (i) will be paid in a lump sum instead of installments. In the event of termination of the executive’s employment on account of the executive’s death or disability, the executive (or his or her estate) will be entitled to receive, in each case, within 12 months afteraddition to certain accrued but unpaid amounts, a pro-rata portion of the datecash bonus, if any, that the executive would have otherwise earned for the year during which the termination of a “changeemployment occurred, based on the achievement of control” (as defined in the 2005 Plan), such executive’s equity awards granted under the 2005 Plan will become fully vested and, in the case of options, fully exercisable. applicable performance goals.
The estimated severance benefits payable to each of the named executive officers, based upon a hypothetical termination of each named executive officer on December 31, 2016,2019, are presented in the following table. The following table also sets forth the benefits payable to each of the named executive officers following a change of control of the Company.Company (without regard to whether the named executive officer’s employment is terminated in connection with such change of control). The amounts include cash, equity, welfare benefits and retirement benefits.
Compensation and Benefits Payable Upon Termination | Voluntary With Good Reason or Involuntary Without Cause | Voluntary or Involuntary For Cause | Change of Control(1) | Death | Disability | |||||||||||||||
Edwin W. Hortman, Jr. | ||||||||||||||||||||
Base Salary | $ | 1,950,000 | $ | — | $ | — | $ | — | $ | — | ||||||||||
Cash Bonus | $ | 1,757,814 | $ | — | $ | — | $ | — | $ | — | ||||||||||
Pro-Rata Bonus | $ | 518,166 | $ | — | $ | — | $ | 518,166 | $ | 518,166 | ||||||||||
SERP | $ | 1,294,824 | $ | — | $ | 3,750,000 | $ | 3,750,000 | $ | 1,294,824 | ||||||||||
Intrinsic Value of Unvested Stock Options(2) | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Intrinsic Value of Unvested Restricted Stock(2) | $ | — | $ | — | $ | 2,079,371 | $ | — | $ | — | ||||||||||
Health and Welfare Benefits(3) | $ | 15,987 | $ | — | $ | — | $ | — | $ | — | �� | |||||||||
Total Benefit | $ | 5,536,791 | $ | — | $ | 5,829,371 | $ | 4,268,166 | $ | 1,812,990 | ||||||||||
Dennis J. Zember Jr. | ||||||||||||||||||||
Base Salary | $ | 680,000 | $ | — | $ | — | $ | — | $ | — | ||||||||||
Cash Bonus | $ | 408,000 | $ | — | $ | — | $ | — | $ | — | ||||||||||
Pro-Rata Bonus | $ | 200,771 | $ | — | $ | — | $ | 200,771 | $ | 200,771 | ||||||||||
SERP | $ | 146,948 | $ | — | $ | — | $ | 3,000,000 | $ | 146,948 | ||||||||||
Intrinsic Value of Unvested Stock Options(2) | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Intrinsic Value of Unvested Restricted Stock(2) | $ | — | $ | — | $ | 1,169,265 | $ | — | $ | — | ||||||||||
Health and Welfare Benefits(3) | $ | 8,854 | $ | — | $ | — | $ | — | $ | — | ||||||||||
Total Benefit | $ | 1,444,573 | $ | — | $ | 1,169,265 | $ | 3,200,771 | $ | 347,719 | ||||||||||
Andrew B. Cheney | ||||||||||||||||||||
Base Salary | $ | 800,000 | $ | — | $ | — | $ | — | $ | — | ||||||||||
Cash Bonus | $ | 510,000 | $ | — | $ | — | $ | — | $ | — | ||||||||||
Pro-Rata Bonus | $ | 236,201 | $ | — | $ | — | $ | 236,201 | $ | 236,201 | ||||||||||
SERP | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Intrinsic Value of Unvested Stock Options(2) | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Intrinsic Value of Unvested Restricted Stock(2) | $ | — | $ | — | $ | 1,983,408 | $ | — | $ | — | ||||||||||
Health and Welfare Benefits(3) | $ | 18,967 | $ | — | $ | — | $ | — | $ | — | ||||||||||
Total Benefit | $ | 1,565,168 | $ | — | $ | 1,983,408 | $ | 236,201 | $ | 236,201 |
Compensation and Benefits Payable Upon Termination | Voluntary With Good Reason or Involuntary Without Cause | Voluntary or Involuntary For Cause | Change of Control(1) | Death | Disability | |||||||||||||||
Joseph B. Kissel | ||||||||||||||||||||
Base Salary | $ | 560,000 | $ | — | $ | — | $ | — | $ | — | ||||||||||
Cash Bonus | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Pro-Rata Bonus | $ | 72,831 | $ | — | $ | — | $ | 72,831 | $ | 72,831 | ||||||||||
SERP | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Intrinsic Value of Unvested Stock Options(2) | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Intrinsic Value of Unvested Restricted Stock(2) | $ | — | $ | — | $ | 602,029 | $ | — | $ | — | ||||||||||
Health and Welfare Benefits(3) | $ | 5,511 | $ | — | $ | — | $ | — | $ | — | ||||||||||
Total Benefit | $ | 638,342 | $ | — | $ | 602,029 | $ | 72,831 | $ | 72,831 | ||||||||||
Stephen A. Melton | ||||||||||||||||||||
Base Salary | $ | 280,000 | $ | — | $ | — | $ | — | $ | — | ||||||||||
Cash Bonus | $ | 145,000 | $ | — | $ | — | $ | — | $ | — | ||||||||||
Pro-Rata Bonus | $ | 94,037 | $ | — | $ | — | $ | 94,037 | $ | 94,037 | ||||||||||
SERP | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Intrinsic Value of Unvested Stock Options(2) | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Intrinsic Value of Unvested Restricted Stock(2) | $ | — | $ | — | $ | 1,222,413 | $ | — | $ | — | ||||||||||
Health and Welfare Benefits(3) | $ | 20,022 | $ | — | $ | — | $ | — | $ | — | ||||||||||
Total Benefit | $ | 539,059 | $ | — | $ | 1,222,413 | $ | 94,037 | $ | 94,037 |
| Compensation and Benefits Payable Upon Termination | | | Qualifying Termination Within 12 Months Following Change in Control | | | Change of Control (excluding other applicable benefits for termination)(1) | | | Voluntary With Good Reason or Involuntary Without Cause | | | Voluntary or Involuntary For Cause | | | Death | | | Disability | | ||||||||||||||||||
| H. Palmer Procter, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Base Salary | | | | $ | 1,785,000 | | | | | $ | 0 | | | | | $ | 1,785,000 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Cash Bonus | | | | $ | 2,167,500 | | | | | $ | 0 | | | | | $ | 2,167,500 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Pro-Rata Bonus | | | | $ | 716,077 | | | | | $ | 0 | | | | | $ | 716,077 | | | | | $ | 0 | | | | | $ | 716,077 | | | | | $ | 716,077 | | |
| Non-Compete Payment | | | | $ | 765,000 | | | | | $ | 0 | | | | | $ | 765,000 | | | | | $ | 765,000 | | | | | $ | 0 | | | | | $ | 0 | | |
| SERP | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Intrinsic Value of Unvested Restricted Stock(2) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Health and Welfare Benefits(3) | | | | $ | 26,433 | | | | | $ | 0 | | | | | $ | 26,433 | | | | | $ | 0 | | | | | $ | 26,433 | | | | | $ | 26,433 | | |
| Total Benefit | | | | $ | 5,460,010 | | | | | $ | 0 | | | | | $ | 5,460,010 | | | | | $ | 765,000 | | | | | $ | 742,510 | | | | | $ | 742,510 | | |
| 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 | | | | $ | 283,458 | | | | | $ | 0 | | | | | $ | 283,458 | | | | | $ | 0 | | | | | $ | 283,458 | | | | | $ | 283,458 | | |
| SERP | | | | $ | 45,585 | | | | | $ | 0 | | | | | $ | 45,585 | | | | | $ | 0 | | | | | $ | 500,000 | | | | | $ | 45,585 | | |
| Intrinsic Value of Unvested Restricted Stock(2) | | | | $ | 0 | | | | | $ | 474,448 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 474,448 | | | | | $ | 474,448 | | |
| Health and Welfare Benefits(3) | | | | $ | 28,431 | | | | | $ | 0 | | | | | $ | 28,431 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Total Benefit | | | | $ | 1,809,474 | | | | | $ | 474,448 | | | | | $ | 1,809,474 | | | | | $ | 0 | | | | | $ | 1,257,906 | | | | | $ | 803,491 | | |
| Andrew B. Cheney | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Base Salary | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Cash Bonus | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Pro-Rata Bonus | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| SERP | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Intrinsic Value of Unvested Restricted Stock(2) | | | | $ | 0 | | | | | $ | 110,710 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 110,710 | | | | | $ | 110,710 | | |
| Health and Welfare Benefits(3) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Total Benefit | | | | $ | 0 | | | | | $ | 110,710 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 110,710 | | | | | $ | 110,710 | | |
| Dennis J. Zember Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Base Salary | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | |
| Cash Bonus | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | |
| Pro-Rata Bonus | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | |
| SERP | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | |
| Intrinsic Value of Unvested Restricted Stock(2) | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | |
| Health and Welfare Benefits(3) | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | |
| Total Benefit | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | |
| 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 | | | | $ | 322,111 | | | | | $ | 0 | | | | | $ | 322,111 | | | | | $ | 0 | | | | | $ | 322,111 | | | | | $ | 322,111 | | |
| SERP | | | | $ | 119,303 | | | | | $ | 0 | | | | | $ | 119,303 | | | | | $ | 0 | | | | | $ | 750,000 | | | | | $ | 119,303 | | |
| Intrinsic Value of Unvested Restricted Stock(2) | | | | $ | 0 | | | | | $ | 781,758 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 781,758 | | | | | $ | 781,758 | | |
| Health and Welfare Benefits(3) | | | | $ | 13,242 | | | | | $ | 0 | | | | | $ | 13,242 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Total Benefit | | | | $ | 2,104,656 | | | | | $ | 781,758 | | | | | $ | 2,104,656 | | | | | $ | 0 | | | | | $ | 1,853,869 | | | | | $ | 1,223,172 | | |
| Compensation and Benefits Payable Upon Termination | | | Qualifying Termination Within 12 Months Following Change in Control | | | Change of Control (excluding other applicable benefits for termination)(1) | | | Voluntary With Good Reason or Involuntary Without Cause | | | Voluntary or Involuntary For Cause | | | Death | | | Disability | | ||||||||||||||||||
| 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 | | | | $ | 241,583 | | | | | $ | 0 | | | | | $ | 241,583 | | | | | $ | 0 | | | | | $ | 241,583 | | | | | $ | 241,583 | | |
| SERP | | | | $ | 360,712 | | | | | $ | 0 | | | | | $ | 360,712 | | | | | $ | 0 | | | | | $ | 1,000,000 | | | | | $ | 360,712 | | |
| Intrinsic Value of Unvested Restricted Stock(2) | | | | $ | 0 | | | | | $ | 605,940 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 605,940 | | | | | $ | 605,940 | | |
| Health and Welfare Benefits(3) | | | | $ | 27,645 | | | | | $ | 0 | | | | | $ | 27,645 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Total Benefit | | | | $ | 1,867,440 | | | | | $ | 605,940 | | | | | $ | 1,867,440 | | | | | $ | 0 | | | | | $ | 1,847,523 | | | | | $ | 1,208,235 | | |
| William D. McKendry | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Base Salary | | | | $ | 750,000 | | | | | $ | 0 | | | | | $ | 750,000 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Cash Bonus | | | | $ | 487,500 | | | | | $ | 0 | | | | | $ | 487,500 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Pro-Rata Bonus | | | | $ | 241,583 | | | | | $ | 0 | | | | | $ | 241,583 | | | | | $ | 0 | | | | | $ | 241,583 | | | | | $ | 241,583 | | |
| SERP | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Intrinsic Value of Unvested Restricted Stock(2) | | | | $ | 0 | | | | | $ | 641,120 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 641,120 | | | | | $ | 641,120 | | |
| Health and Welfare Benefits(3) | | | | $ | 30,577 | | | | | $ | 0 | | | | | $ | 30,577 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
| Total Benefit | | | | $ | 1,509,660 | | | | | $ | 641,120 | | | | | $ | 1,509,660 | | | | | $ | 0 | | | | | $ | 882,703 | | | | | $ | 882,703 | | |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD | |
��� | PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |
| Fee Category | | | Fiscal 2019 Fees | | | Fiscal 2018 Fees | | ||||||
| Audit Fees(1) | | | | $ | 2,267,000 | | | | | $ | 1,032,000 | | |
| Audit-related Fees(2) | | | | | 185,000 | | | | | | 147,000 | | |
| Tax Fees(3) | | | | | — | | | | | | — | | |
| All Other Fees(4) | | | | | — | | | | | | — | | |
| Total Fees | | | | $ | 2,452,000 | | | | | $ | 1,179,000 | | |
Fee Category | Fiscal 2016 Fees | Fiscal 2015 Fees | ||||||
Audit Fees(1) | $ | 669,506 | $ | 680,200 | ||||
Audit-related Fees(2) | 55,000 | — | ||||||
Tax Fees(3) | — | 44,500 | ||||||
All Other Fees(4) | — | — | ||||||
Total Fees | $ | 724,506 | $ | 724,700 |
The Board recommends that you vote FOR ratification of the appointment of Crowe Horwath LLP as the independent registered public accounting firm of the Company. Proxies will be voted FOR ratifying this appointment unless otherwise specified.
| | The Board recommends that you vote “FOR” the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the year ending December 31, 2020. Proxies will be voted “FOR” ratifying this appointment unless otherwise specified. | | |
| PROPOSAL 3 — ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | |
In accordance with Section 14A of the Exchange Act, the Company’sour shareholders are being asked to provide advisory approval of the 20162019 compensation of the Company’s named executive officers, as it has been described in theunder “Executive Compensation” section ofin this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives each shareholder the opportunity to endorse or not endorse the Company’s executive paycompensation program. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers and the philosophy, policies and practices described in this Proxy Statement. While this vote is advisory and not binding on the Company, it will provide the Company with information regarding investor sentiment about its executive compensation philosophy, policies and practices, which the Compensation Committee will be able to consider when determining executive compensation for the remainder of fiscal 20172020 and beyond.
The Board recommends that you vote FOR
| | The Board recommends that you vote “FOR” the approval | | |
| PROPOSAL 4 — AMENDMENT OF OUR ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK | |
| | The Board recommends that you vote “FOR” the amendment of our Articles of Incorporation to increase the number of authorized shares of Common Stock from 100 million shares to 200 million shares. Proxies will be voted “FOR” the approval of this amendment unless otherwise specified. | | |
| PROPOSAL 5 — AMENDMENT OF OUR ARTICLES OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTE REQUIREMENT | |
| | The Board recommends that you vote “FOR” the amendment of our Articles of Incorporation to delete Article XIII in its entirety, thereby eliminating the supermajority vote required to amend certain provisions of our Articles of Incorporation and Bylaws. Proxies will be voted “FOR” the approval of this amendment unless otherwise specified. | | |
| PROPOSAL 6 — AMENDMENT OF OUR ARTICLES OF INCORPORATION AND BYLAWS TO DECLASSIFY OUR BOARD OF DIRECTORS | |
| | The Board recommends that you vote “FOR” the amendment of our Articles of Incorporation and Bylaws to declassify our Board of Directors. Proxies will be voted “FOR” the approval of this amendment unless otherwise specified. | | |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | |
| Name and Address of Beneficial Owner(1) | | | Common Stock Beneficially Owned as of April 2, 2020(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 | | | | | 9,815,924 | | | | | | 14.1% | | |
| The Vanguard Group(5) 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | | | | | 6,853,068 | | | | | | 9.9% | | |
| Directors and Nominees for Director | | | | | | | | | | | | | |
| William I. Bowen, Jr.(6) | | | | | 17,771 | | | | | | * | | |
| Rodney D. Bullard(7) | | | | | 4,352 | | | | | | * | | |
| Wm. Millard Choate(8) | | | | | 196,913 | | | | | | * | | |
| R. Dale Ezzell(9) | | | | | 35,438 | | | | | | * | | |
| Leo J. Hill(10) | | | | | 22,624 | | | | | | * | | |
| Daniel B. Jeter(11) | | | | | 38,872 | | | | | | * | | |
| Robert P. Lynch(12) | | | | | 202,165 | | | | | | * | | |
| Elizabeth A. McCague(13) | | | | | 10,132 | | | | | | * | | |
| James B. Miller, Jr.(14) | | | | | 2,233,056 | | | | | | 3.2% | | |
| Gloria A. O’Neal(15) | | | | | 5,062 | | | | | | * | | |
| H. Palmer Proctor, Jr.(16) | | | | | 472,107 | | | | | | * | | |
| William H. Stern(17) | | | | | 29,554 | | | | | | * | | |
| Jimmy D. Veal(18) | | | | | 95,101 | | | | | | * | | |
| Other Named Executive Officers | | | | | | | | | | | | | |
| Lawton E. Bassett, III(19) | | | | | 65,791 | | | | | | * | | |
| Jon S. Edwards(20) | | | | | 59,335 | | | | | | * | | |
| William D. McKendry(21) | | | | | 21,799 | | | | | | * | | |
| Nicole S. Stokes(22) | | | | | 19,037 | | | | | | * | | |
| Andrew Cheney(23) | | | | | 4,212 | | | | | | * | | |
| Dennis J. Zember Jr. | | | | | 0 | | | | | | — | | |
| All Directors and Executive Officers as a group (22 persons)(24) | | | | | 3,740,822 | | | | | | 5.4% | | |
Name of Beneficial Owner(1) | Common Stock Beneficially Owned as of March 7, 2017(2) | Percent of Class(3) | ||||||
BlackRock, Inc.(4) 55 East 52nd Street New York, New York 10055 | 3,921,736 | 11.23 | % | |||||
Lawton, E. Bassett, III(5) | 52,107 | * | ||||||
William I. Bowen, Jr.(6) | 12,269 | * | ||||||
Andrew B. Cheney(7) | 115,764 | * | ||||||
Jon S. Edwards(8) | 65,411 | * | ||||||
R. Dale Ezzell(9) | 37,526 | * | ||||||
Leo J. Hill(10) | 14,715 | * | ||||||
Edwin W. Hortman, Jr.(11) | 298,114 | * | ||||||
Daniel B. Jeter(12) | 33,753 | * | ||||||
Joseph B. Kissel(13) | 18,009 | * | ||||||
James A. LaHaise(14) | 68,888 | * | ||||||
Cindi H. Lewis(15) | 82,448 | * | ||||||
Robert P. Lynch(16) | 188,453 | * | ||||||
Elizabeth A. McCague(17) | 1,120 | * | ||||||
Stephen A. Melton(18) | 47,347 | * | ||||||
William H. Stern(19) | 20,742 | * | ||||||
Jimmy D. Veal(20) | 96,991 | * | ||||||
Dennis J. Zember Jr.(21) | 203,545 | * | ||||||
All directors and executive officers as a group (17 persons)(22) | 1,346,921 | 3.63 | % |
* |
|
LaHaise relating to a sale of shares of Common Stock and (ii) a Form 4 for Ms. Stokes relating to the withholding of shares from an equity award for tax purposes were inadvertently filed late.
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | |
| OTHER MATTERS | |
| ADDITIONAL INFORMATION | |
| EXHIBIT A | |
The Company reports its financial results in accordance with GAAP. In addition, we present certain performance measures determined by methods other than in accordance with GAAP, including adjusted net income, adjusted efficiency ratio and adjusted return on average assets. Management of the Company uses these non-GAAP measures in its analysis of the Company’s performance. These measures are useful when evaluating the underlying performance and efficiency of the Company’s operations and balance sheet. The Company’s management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results with prior periods and demonstrate the effects of significant gains and charges in the current period. The Company’s management believes that investors may use these non-GAAP financial measures to evaluate the Company’s financial performance without the impact of unusual items that may obscure trends in the Company’s underlying performance. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. The Company’s management uses these measures to assess the quality of capital and believes that investors may find them useful in their evaluation of the Company. These capital measures may or may not be necessarily comparable to similar capital measures that may be presented by other companies.
| | | | Year Ended | | |||||||||
| Adjusted Net Income | | | December 31 2019 | | | December 31 2018 | | ||||||
| (dollars in thousands except per share data) | | | | | | | | | | | | | |
| Net income available to common shareholders | | | | $ | 161,441 | | | | | $ | 121,027 | | |
| Adjustment items: | | | | | | | | | | | | | |
| Merger and conversion charges | | | | | 73,105 | | | | | | 20,499 | | |
| Executive retirement benefits | | | | | — | | | | | | 8,424 | | |
| Restructuring charges | | | | | 245 | | | | | | 983 | | |
| Servicing right impairment (recovery) | | | | | 507 | | | | | | — | | |
| Gain on BOLI proceeds | | | | | (3,583) | | | | | | — | | |
| Expenses related to SEC/DOJ Investigation | | | | | 463 | | | | | | — | | |
| Financial impact of hurricanes | | | | | (39) | | | | | | 882 | | |
| Loss on sale of premises | | | | | 6,021 | | | | | | 1,033 | | |
| Tax effect of adjustment items (Note 1) | | | | | (16,065) | | | | | | (4,923) | | |
| After tax adjustment items | | | | | 60,654 | | | | | | 26,898 | | |
| Tax expense attributable to acquisition related compensation and acquired BOLI | | | | | 849 | | | | | | — | | |
| Reduction in state tax expense accrued in prior year net of federal tax impact | | | | | — | | | | | | (1,717) | | |
| Adjusted net income | | | | $ | 222,944 | | | | | $ | 146,208 | | |
| Weighted average number of shares – diluted | | | | | 58,614,151 | | | | | | 43,247,796 | | |
| Net income per diluted share | | | | $ | 2.75 | | | | | $ | 2.80 | | |
| Adjusted net income per diluted share | | | | $ | 3.80 | | | | | $ | 3.38 | | |
| Average assets | | | | $ | 14,621,185 | | | | | $ | 9,744,001 | | |
| Return on average assets | | | | | 1.10% | | | | | | 1.24% | | |
| Adjusted return on average assets | | | | | 1.52% | | | | | | 1.50% | | |
| Average common equity | | | | $ | 1,970,780 | | | | | $ | 1,178,275 | | |
| Average tangible common equity | | | | $ | 1,189,493 | | | | | $ | 762,274 | | |
| Return on average common equity | | | | | 8.19% | | | | | | 10.27% | | |
| Adjusted return on average tangible common equity | | | | | 18.74% | | | | | | 19.18% | | |
| | | | Year Ended | | |||||||||
| Adjusted Efficiency Ratio (TE) | | | December 31 2019 | | | December 31 2018 | | ||||||
| (dollars in thousands) | | | | | | | | | | | | | |
| Adjusted Noninterest Expense | | | | | | | | | | | | | |
| Total noninterest expense | | | | $ | 471,937 | | | | | $ | 293,647 | | |
| Adjustment items: | | | | | | | | | | | | | |
| Merger and conversion charges | | | | | (73,105) | | | | | | (20,499) | | |
| Executive retirement benefits | | | | | — | | | | | | (8,424) | | |
| Restructuring charges | | | | | (245) | | | | | | (983) | | |
| Expenses related to SEC/DOJ Investigation | | | | | (463) | | | | | | — | | |
| Financial impact of hurricanes | | | | | 39 | | | | | | (882) | | |
| Loss on sale of premises | | | | | (6,021) | | | | | | (1,033) | | |
| Adjusted noninterest expense | | | | $ | 392,142 | | | | | $ | 261,826 | | |
| Total Revenue | | | | | | | | | | | | | |
| Net interest income | | | | $ | 505,166 | | | | | $ | 343,392 | | |
| Noninterest income | | | | | 198,113 | | | | | | 118,412 | | |
| Total revenue | | | | $ | 703,279 | | | | | $ | 461,804 | | |
| Adjusted Total Revenue | | | | | | | | | | | | | |
| Net interest income (TE) | | | | $ | 509,516 | | | | | $ | 347,480 | | |
| Noninterest income | | | | | 198,113 | | | | | | 118,412 | | |
| Total revenue (TE) | | | | | 707,629 | | | | | | 465,892 | | |
| Adjustment items: | | | | | | | | | | | | | |
| (Gain) loss on securities | | | | | (138) | | | | | | 37 | | |
| Gain on BOLI proceeds | | | | | (3,583) | | | | | | — | | |
| Servicing right impairment (recovery) | | | | | 507 | | | | | | — | | |
| Adjusted total revenue (TE) | | | | $ | 704,415 | | | | | $ | 465,929 | | |
| Efficiency ratio | | | | | 67.11% | | | | | | 63.59% | | |
| Adjusted efficiency ratio (TE) | | | | | 55.67% | | | | | | 56.19% | | |
| | | | Year Ended | | |||||||||
| Tangible Book Value Per Share | | | December 31 2019 | | | December 31 2018 | | ||||||
| (dollars in thousands except per share data) | | | | | | | | | | | | | |
| Total shareholders’ equity | | | | $ | 2,469,582 | | | | | $ | 1,456,347 | | |
| Less: | | | | | | | | | | | | | |
| Goodwill | | | | | 931,637 | | | | | | 503,434 | | |
| Other intangibles, net | | | | | 91,586 | | | | | | 58,689 | | |
| Total tangible shareholders’ equity | | | | $ | 1,446,359 | | | | | $ | 894,224 | | |
| Period end number of shares | | | | | 69,503,833 | | | | | | 47,499,941 | | |
| Book value per share (period end) | | | | $ | 35.53 | | | | | $ | 30.66 | | |
| Tangible book value per share (period end) | | | | $ | 20.81 | | | | | $ | 18.83 | | |
MMMMMMMMMMMM 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online GIof ntoo welwewct.reonnviicsivoontrienpgo, rts.com/ABCB delete QR code and control # o∆r scan the≈ QR code — login details are located in the shaded bar below. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/ABCB Annual Meeting Proxy Card 1234 5678 9012 345 q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals The Board of Directors recommends a vote FOR all the nominees listed below. 1. Election of Class I Directors, each for a two-year term: For Withhold For Withhold 01 - Rodney D. Bullard 02 - James B. Miller, Jr. Election of Class II Directors, each for a three-year term: For Withhold For Withhold For Withhold 03 - William I. Bowen, Jr. 06 - Elizabeth A. McCague 04 - Wm. Millard Choate 05 - Robert P. Lynch Election of Class III Directors, each for a one-year term: For Withhold For Withhold 07 - Gloria A. O’Neal 08 - H. Palmer Proctor, Jr. The Board of Directors recommends a vote FOR Proposals 2, 3, 4, 5 and 6. For Against Abstain For Against Abstain 2. Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. 3. Advisory approval of the compensation of the Company’s named executive officers. 4. Approval of the amendment of the Company’s articles of incorporation to increase the number of authorized shares of common stock from 100 million shares to 200 million shares. 6. Approval of the amendment of the Company’s articles of incorporation and bylaws to declassify the Company’s Board of Directors. 5. Approval of the amendment of the Company’s articles of incorporation to eliminate the supermajority vote required to amend certain provisions of the Company’s articles of incorporation and bylaws. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND 1 U P X 4 5 7 1 4 7 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 037MRE