DEF 14A of South Plains Financial, Inc.
Filed Apr 8, 2024 · FY20230001140361-24-018633
Who are the nominees for directors?
Who are the nominees for directors? The following two (2) persons have been nominated for election as Class II directors of the Company to serve until the Company’s 2027 annual meeting of shareholders or until their respective successor or successors are duly elected and qualified or until their earlier death, resignation or removal from office:
Who are the nominees for directors?
| • | Cory T. Newsom |
Who are the nominees for directors?
| • | Noe G. Valles |
PROPOSAL 1. ELECTION OF DIRECTORS
PROPOSAL 1. ELECTION OF DIRECTORS
Number of Directors; Term of Office
Number of Directors; Term of Office Our board currently consists of six (6) directors. Pursuant to our certificate of formation, our board is divided into three (3) classes, which results in a “staggered” board. Directors stand for election for a term expiring at the third annual meeting of shareholders following the annual meeting of shareholders at which such director was elected, or until each person’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal from office. The term of the current Class II directors of the Company will expire at this year’s annual meeting. If elected, the below-listed Class II nominees will serve for a term commencing on the date of the annual meeting and continuing until the 2027 annual meeting of shareholders of the Company or until each person’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal from office. Each of the nominees listed below is currently serving as a Class II director of the Company.
Nominees for Election as Class II Directors
Nominees for Election as Class II Directors The following table sets forth the name, age as of December 31, 2023, and positions with the Company for each nominee for election as a Class II director of the Company:
Nominees for Election as Class II Directors
| Name of Nominee | Age | Position | Director Since | | Cory T. Newsom | 56 | Director | 2008 | | Noe G. Valles | 57 | Director | 2019 |
Nominees for Election as Class II Directors
Cory T. Newsom – Director and President. Mr. Newsom was named President of the Company in 2019 and has served on the board of directors of the Company since 2008. From 2004 to 2019, he served in various roles at the Company, including Chief Operating Officer, Senior Vice President, and Executive Vice President. Mr. Newsom also served as Chief Operating Officer of the Bank from 1993 to 2007 before being named as President and Chief Executive Officer of the Bank in 2008, positions he continues to hold. He has also served on the board of directors of the Bank since 2002. Mr. Newsom began his career in banking in 1984 with the Bank and its predecessors by progressing through the retail and operations areas. He currently serves on the board of directors of IBAT, Lubbock Children’s Home Foundation, Texas Boys Ranch Foundation, and the University Medical Center Foundation and has previously served on the Board of Managers of University Medical Center in Lubbock. Mr. Newsom earned a Bachelor of Business degree in management from Texas Tech University in 1989 and holds licenses as a managing general agent and general lines agent with the Texas Department of Insurance. His many years of banking experience, and his long-standing business and banking relationships in our markets, qualify him to serve on our board. Noe G. Valles. Mr. Valles joined the board of directors of the Company in 2019 and has served on the board of directors of the Bank since 2015. He is an attorney and has acted as the pre-litigation managing partner of Glasheen, Valles and Inderman, LLP since 2004. Mr. Valles is experienced in handling cases involving all types of injuries and has provided personal injury services in English and Spanish for 25 years. He is licensed to practice law in Texas and New Mexico state courts as well as the U.S. District Court for the Northern and Eastern Districts of Texas. Mr. Valles served on the Board of Managers of University Medical Center in Lubbock for 11 years. In 2018, he was awarded the Community Leader of the Year by the Lubbock League of Latin American Citizens. Mr. Valles earned a Bachelor of Arts degree from Wayland Baptist University in 1988 and was awarded the Distinguished Alumni Award from the University in 2018. He also earned a law degree from Texas Tech University in 1993. Mr. Valles is qualified to serve on our board because of his vast legal expertise and his intimate knowledge of the Texas and New Mexico communities that we serve.
Non-Employee Directors
Non-Employee Directors Richard “Danny” Campbell. Mr. Campbell serves as the Lead Independent Director on the board of directors of the Company and has served on the board of directors of each of the Company and the Bank since 2011. He currently serves as Co-Manager of Henry Resources LLC, President and Chief Executive Officer of Henry TAW LP and as a member of the board of directors and head of the investment team of The Henry Companies Control Trust, part of the Henry family office. He is the former President of Henry Resources LLC, an oil and gas company, Vice President and Chief Investment Officer to the Henry family and Vice President of Business Development for Henry Resources. Mr. Campbell joined Henry Resources in May 2007 after 26 years of oil and gas and banking experience. He served as Executive Vice President and as a member of the board of directors of Community National Bank in Midland, Texas, from 2002 until 2007. He brings energy lending oversight and energy advisor experience to the Company from his role as Executive Vice President at Chase Bank in the Permian Basin from 1998 to 2000. In addition to many community service organizations, he has served as a trustee of Wayland Baptist University and on the board of directors for each of the Permian Basin Petroleum Association, Midland Petroleum Club and the Mabee Foundation. He obtained a degree in petroleum engineering from Louisiana State University in 1980. Mr. Campbell’s extensive experience in the energy lending and banking industries qualify him to serve on our board. Henry TAW’s investment in 2011 provided for the appointment of one board member. Richard Campbell was chosen as the appointed board member. All of the shares of the Company owned by Henry TAW LP and James C. Henry are subject to a voting agreement and irrevocable proxy pursuant to which Mr. Campbell exercises voting authority. Noe G. Valles. Mr. Valles joined the board of directors of the Company in 2019 and has served on the board of directors of the Bank since 2015. He is an attorney and has acted as the pre-litigation managing partner of Glasheen, Valles and Inderman, LLP since 2004. Mr. Valles is experienced in handling cases involving all types of injuries and has provided personal injury services in English and Spanish for 25 years. He is licensed to practice law in Texas and New Mexico state courts as well as the U.S. District Court for the Northern and Eastern Districts of Texas. Mr. Valles served on the Board of Managers of University Medical Center in Lubbock for 11 years. In 2018, he was awarded the Community Leader of the Year by the Lubbock League of Latin American Citizens. Mr. Valles earned a Bachelor of Arts degree from Wayland Baptist University in 1988 and was awarded the Distinguished Alumni Award from the University in 2018. He also earned a law degree from Texas Tech University in 1993. Mr. Valles is qualified to serve on our board because of his vast legal expertise and his intimate knowledge of the Texas and New Mexico communities that we serve. Kyle R. Wargo. Dr. Wargo has served on the board of directors of the Company since 2016 and on the board of directors of the Bank since 2013. He also served as an advisory director to the Bank from 2002 to 2013. Dr. Wargo has served as Executive Director of Region 17 Education Service Center since 1996 and has previously been a member of the Texas Tech University graduate faculty. Prior to these roles, he served as superintendent of Levelland Independent School District from 1993 to 1996. He also served as Assistant to Superintendent at La Marque Independent School District from 1989 to 1993. Dr. Wargo is a member of the Texas Association of School Administrators and the American Association of School Administrators. Since 1996, he has served as a member of the board of directors and treasurer of the Science Spectrum Museum in Lubbock and since 2008, he has served as a member of the board of directors of Workforce Solutions South Plains. He earned a Bachelor of Science degree from Baylor University in 1982, a Masters of Education from the University of Houston-Clear Lake in 1984, and a Doctorate in Education from the University of Houston in 1995. Dr. Wargo’s experience in administration and leadership, as well as his understanding of state and local government, qualify him to serve on our board. LaDana R. Washburn. Ms. Washburn joined the board of directors of the Company in 2023. She enjoyed a 26 year career with EY, serving as lead audit partner for public and private companies of varying sizes, primarily within the financial services industry, including both commercial and community banks. Ms. Washburn assisted numerous clients in mergers and acquisitions and capital raising initiatives, along with providing advice to support private companies in transitioning to a public company. Ms. Washburn spent four years within EY’s Professional Practice Quality and Regulatory Matters national assurance practice. During that time, she provided oversight of inspections of public and private clients of varying sizes within banking and capital markets and other industries. She was also selected to coach and provide ongoing training to audit professionals in EY’s Latin America Chile banking practice, focusing on risk and audit. Ms. Washburn earned both a Bachelor of Business degree in finance and a Master of Professional Accounting degree from the University of Texas at Arlington in 1991 and 1993, respectively. She is a Certified Public Accountant and a member of the AICPA. Ms. Washburn serves as Treasurer for the National Charity League, Inc., DFW Metroport Chapter, and serves on the University of Texas at Arlington Department of Accounting Advisory Board.
Director Independence
Director Independence Under the rules of the Nasdaq Global Select Market, a majority of the members of our board are required to be independent. The rules of the Nasdaq Global Select Market, as well as those of the SEC, also impose several other requirements with respect to the independence of our directors. Our board has evaluated the independence of each director based upon the rules of the NASDAQ Stock Market and the SEC and has considered the relationships that each director has with the Company, including the transactions described under the section titled “Certain Relationships and Related Person Transactions” in this proxy statement. Applying these standards, our board has affirmatively determined that each of Richard D. Campbell, Noe G. Valles, Kyle R. Wargo, and LaDana R. Washburn is an independent director, as defined under the applicable rules. The board determined that each of Curtis C. Griffith and Cory T. Newsom does not qualify as an independent director because each is an executive officer of the Company.
Board Leadership Structure
Board Leadership Structure Chairman. Curtis C. Griffith currently serves as our Chairman and Chief Executive Officer. Mr. Griffith has been with the Company since its inception and has worked with the Bank and its predecessor institutions for over 50 years. Mr. Griffith has served as Chairman and President of the Company since 1993. In 2019, our executive officer titles were updated, and Mr. Griffith began serving as Chief Executive Officer of the Company rather than President of the Company. Mr. Griffith has also served as Chairman of the Bank since 1984. Mr. Griffith’s primary duties are to lead our board in establishing the Company’s overall vision and strategic plan and to lead the Company’s management in carrying out that plan. Our board does not have a formal policy requiring the separation of the roles of Chief Executive Officer and Chairman of the Board. It is the board’s view that rather than having a rigid policy, the board, with the advice and assistance of the nominating and corporate governance committee of the board of directors (the “Nominating and Corporate Governance Committee”), and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be separate. Currently, our leadership structure does not separate the offices of Chief Executive Officer and Chairman of the Board. The board has determined that this leadership structure is in the best interest of our shareholders at this time. Our board believes that this structure makes best use of the Chief Executive Officer’s extensive knowledge of our organization and the banking industry. The board views this arrangement as also providing an efficient nexus between our organization and the board, enabling the board to obtain information pertaining to operational matters expeditiously and enabling our Chairman to bring areas of concern before the board in a timely manner. Lead Independent Director. At any time that the Chairman is not independent, the independent directors elect a director to serve as the Lead Independent Director. The Lead Independent Director serves as a liaison between the Chairman and the independent directors and has the authority to call and chair meetings or executive sessions of the independent directors, which are held periodically as appropriate but at least twice annually. The Lead Independent Director also chairs full board of directors’ meetings in the absence of the Chairman. Our board has designated Richard D. Campbell to serve as Lead Independent Director.
Risk Management and Oversight
Risk Management and Oversight The board has ultimate authority and responsibility for overseeing our risk management. The board monitors, reviews and reacts to material enterprise risks identified by management. The board receives specific reports from executive management on credit, interest rate, liquidity, transactional, compliance and legal, strategic, and reputational risks and the degree of exposure to those risks. The board helps ensure that management is properly focused on risk by, among other things, reviewing and discussing the performance of senior management and business line leaders. Committees of the board have responsibility for risk oversight in specific areas. The Audit Committee oversees financial, accounting and internal control risk management policies. The compensation committee of the board of directors (the “Compensation Committee”) assesses and monitors risks in our compensation program. While our full board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas as described in the section entitled “Committees of the Board.”
Director Nominations
Director Nominations The Nominating and Corporate Governance Committee considers nominees to serve as directors of the Company and recommends such persons to the board. The Nominating and Corporate Governance Committee also considers director candidates recommended by shareholders in accordance with the procedures and deadlines summarized in the section titled “Date for Submission of Shareholder Proposals for 2025 Annual Meeting.”
Criteria for Director Nominees
Criteria for Director Nominees Our board believes that our directors should have the highest professional and personal ethics and values. They should have broad experience at the policy-making level in areas relevant to our business. They should be committed to enhancing shareholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Each director must represent the interests of all shareholders. When considering potential director candidates, our board also considers the candidate’s character, judgment, diversity, skill set, specific business background and experience in the context of our needs and those of the board. The Company does not maintain a specific diversity policy, but diversity is considered in the Company’s review of candidates. Diversity includes not only gender and ethnicity, but the various perspectives that come from having differing viewpoints, background, experience and demographics.
Compensation Committee
| • | reviewing, approving and administering each of the Company’s non-qualified deferred compensation plans and annual incentive plans, and performing such other duties and responsibilities as may be assigned to the committee under the terms of those plans; |
Compensation Committee
| • | annually reviewing and recommending to the board the annual director’s compensation and any additional compensation for services on committees of the board, service as a committee or board chairman, meeting fees or any other benefit payable by virtue of the director’s position as a member of the board; |
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation paid, awarded to, or earned by each of our named executive officers for the fiscal years indicated.
Summary Compensation Table
| Name and Principal Position | Year | Base Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Nonqualified Deferred Compensation Earnings ($) | Other Compensation ($)(4) | Total ($) | | Curtis C. Griffith Chairman of the Board and Chief Executive Officer | 2023 | 400,000 | 160,000 | 124,986 | 139,993 | 240,000 | — | 88,333 | 1,153,312 | | | 2022 | 400,000 | 160,000 | 124,999 | 139,990 | 202,000 | — | 149,837 | 1,176,826 | | Cory T. Newsom President | 2023 | 630,000 | 157,500 | 250,000 | 220,500 | 472,500 | — | 126,536 | 1,857,036 | | | 2022 | 630,000 | 157,500 | 249,998 | 220,500 | 472,500 | — | 167,800 | 1,898,298 | | Steven B. Crockett Chief Financial Officer | 2023 | 341,250 | 140,950 | 67,984 | 129,999 | 163,800 | — | 56,462 | 900,445 | | | 2022 | 325,000 | 39,000 | 67,984 | 115,997 | 156,000 | — | 53,474 | 757,455 |
Summary Compensation Table
| (1) Amounts represent the portion of the annual incentive bonuses that were earned based upon the named executive officer’s individual performance, as determined in the discretion of the Compensation Committee. For a description of annual incentive bonuses for 2023, see “Annual Cash Incentive Compensation” below. For Mr. Crockett, the amounts in this column also include a $100,000 bonus in relation to the work performed on the sale of the Company’s subsidiary Windmark Insurance Agency, Inc. in 2023. |
Summary Compensation Table
| (2) Reflects the aggregate grant date fair value, determined in accordance with applicable FASB ASC Topic 718, of equity-based awards made during the 2023 fiscal year. The discussion of the assumptions used in calculating the aggregate grant date fair value of the equity-based awards can be found in Footnote 12 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Summary Compensation Table
| (3) Amounts represent annual incentive bonuses that were earned in 2023. For a description of annual incentive bonuses for 2023, see “Annual Cash Incentive Compensation” below. |
Summary Compensation Table
| (4) We provide our named executive officers with other benefits that we believe are reasonable, competitive and consistent with our overall executive compensation structure. The amounts in this column for fiscal year 2023 include: |
Summary Compensation Table
| • | For Mr. Griffith: unused sick and vacation pay of $26,154 per his employment agreement, referral commissions of $69, a holiday gift in respect of service as a director valued at $10,108 and related tax gross-up of $2,851, vehicle expenses and related tax gross-up of $22,405 per his employment agreement, a matching contribution for our 401(k) of $16,500 and excess contributions of $3,500 paid in cash, and Company-paid premiums for group insurance of $6,746. |
Summary Compensation Table
| • | For Mr. Newsom: a full tax gross-up of $7,227 on the positive spread of vested restricted stock units per his employment agreement, unused sick and vacation pay of $41,192 per his employment agreement, referral commissions of $2,517, a holiday gift in respect of service as a director valued at $10,210 and related tax gross-up of $2,851, vehicle expenses and related tax gross-up of $10,065 per his employment agreement, a matching contribution for our 401(k) of $16,500 and excess contributions of $15,000 paid in cash, Company-paid premiums for group insurance of $1,856 and home security and country-club dues of $19,118 per his employment agreement. |
Summary Compensation Table
| • | For Mr. Crockett: unused sick and vacation pay of $22,313 per the Company’s personnel policy, vehicle expenses of $16,106, a matching contribution for our 401(k) of $16,500 and excess contributions of $563 paid in cash, and Company-paid premiums for group insurance of $980. |
Deferred Compensation
Deferred Compensation Non-qualified Deferred Compensation Plan. We sponsor a non-qualified, non-contributory deferred compensation plan, or the Deferred Compensation Plan, for the benefit of certain employees of the Company. The primary purpose of the Deferred Compensation Plan is to provide additional compensation to participants upon termination of employment with the Company, death, or attainment of retirement age. The amount, timing, and form of payment is specified in the adoption agreement executed by the Company and the participant. The Deferred Compensation Plan is unfunded. Effective April 9, 2008, the Company entered into an agreement under the Deferred Compensation Plan with Mr. Newsom. Mr. Newsom is 100% vested in his benefit and his benefit will be paid in cash only. Mr. Newsom’s agreement provides that he will receive an annual benefit of $150,000 on the earlier to occur of (i) achievement of retirement age (defined as age 58) and (ii) separation from service within two years following a change in control (as defined in the Deferred Compensation Plan). If Mr. Newsom experiences a separation from service or becomes disabled while employed, in each case prior to reaching retirement age, he will be entitled to a lump sum benefit equal to his benefit liability balance as set forth in the Deferred Compensation Plan. In the event Mr. Newsom is terminated for cause (as defined in the Deferred Compensation Plan), dies, or violates any restrictive covenants set forth in the Deferred Compensation Plan, he will forfeit any and all benefits to which he would otherwise be entitled to receive under the Deferred Compensation Plan. Effective January 1, 2008, the Company entered into a restated agreement under the Deferred Compensation Plan with Mr. Crockett, most recently amended on March 15, 2024. Mr. Crockett is currently 100% vested in his benefits. His benefit will be paid in cash only. Mr. Crockett’s agreement provides that he will receive an annual benefit of $100,000 on the earlier to occur of (i) achievement of retirement age (defined as age 65) and (ii) separation from service within two years following a change in control (as defined in the Deferred Compensation Plan). If Mr. Crockett experiences a separation from service or becomes disabled while employed, in each case prior to reaching retirement age, he will be entitled to a lump sum benefit equal to his benefit liability balance as set forth in the Deferred Compensation Plan. In the event Mr. Crockett is terminated for cause (as defined in the Deferred Compensation Plan), dies, or violates any restrictive covenants set forth in the Deferred Compensation Plan, he will forfeit any and all benefits to which he would otherwise be entitled to receive under the Deferred Compensation Plan. In the event Mr. Crockett dies, Mr. Crockett’s beneficiary will receive (i) the lump sum amount of the separation from service benefit or disability benefit, subject to certain conditions, or (ii) the annual payments of the separation from service benefit following a change in control. Split Dollar Life Insurance Benefits. The Company has purchased life insurance policies on Mr. Newsom, Mr. Crockett and Mr. Griffith and has entered into Joint Beneficial Designation Agreements with Mr. Newsom, Mr. Crockett and Mr. Griffith regarding such policies. The agreements provide certain death benefits to Mr. Newsom, Mr. Crockett and Mr. Griffith’s beneficiaries upon their death. If Mr. Newsom, Mr. Crockett or Mr. Griffith’s death occurs: (i) while employed by the Company; (ii) after retirement with the Company; (iii) after a change in control (as defined in the life insurance policy documents); or (iv) or after a determination of disability, they are entitled to a certain percentage of the value of the policies less the cash value of the policies. Mr. Newsom and Mr. Griffith are 100% vested in their benefits under the agreements. At December 31, 2023, the value of the split dollar life insurance benefits for Mr. Newsom’s beneficiaries would have been approximately $2,539,000, the value of the split dollar life insurance benefits for Mr. Crockett’s beneficiaries would have been approximately $1,456,000 and the value of the split dollar life insurance benefits for Mr. Griffith’s beneficiaries would have been approximately $1,019,000. Independent Compensation Consultant. Pursuant to the Charter of the Compensation Committee, the Compensation Committee is authorized to retain compensation consultants as it deems necessary or appropriate to carry out its duties. Prior to retaining, or seeking advice from, a compensation consultant, the Compensation Committee must consider the independence of such compensation consultant, taking into consideration the factors set forth in the Charter of the Compensation Committee. Neither the Company nor the Compensation Committee retained a compensation consultant in fiscal year 2023 for purposes of determining or recommending the amount or form of executive or director compensation.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table provides information for each of our named executive officers regarding outstanding equity awards held by the named executive officers at December 31, 2023.
Outstanding Equity Awards at Fiscal Year End
| | Option awards | | | | Stock awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | 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 ($)(1) | | Steven B. Crockett | 6,000 | — | $5.88 | 12/31/2024 | | | | | 6,000 | — | $8.60 | 12/31/2025 | | | | | 7,500 | — | $10.93 | 12/31/2026 | | | | | 7,500 | — | $12.24 | 12/31/2027 | | | | | 7,500 | — | $13.88 | 12/31/2028 | | | | | 7,500 | — | $16.93 | 12/31/2028 | | | | | 7,500 | — | $19.05 | 12/31/2028 | | | | | 26,014 | — | $16.00 | 8/21/2029 | | | | | 15,279 | 5,093(2) | $20.93 | 2/19/2030 | | | | | 8,105 | 8,105(3) | $19.62 | 2/24/2031 | | | | | 2,712 | 8,139(4) | $29.19 | 2/16/2032 | | | | | — | 12,898(5) | $27.27 | 2/16/2033 | | | | | | | | | 2,493(6) | 72,197 | | Curtis C. Griffith | 3,000 | — | $5.88 | 12/31/2024 | | | | | 3,000 | — | $8.60 | 12/31/2025 | | | | | 3,000 | — | $10.93 | 12/31/2026 | | | | | 3,000 | — | $12.24 | 12/31/2027 | | | | | 3,000 | — | $13.88 | 12/31/2028 | | | | | 3,000 | — | $16.93 | 12/31/2028 | | | | | 3,000 | — | $19.05 | 12/31/2028 | | | | | 21,955 | — | $19.98 | 12/18/2029 | | | | | 21,944 | 467(7) | $20.93 | 2/19/2030 | | | | | 13,534 | 5,028(8) | $18.95 | 1/4/2031 | | | | | 6,392 | 6,948(9) | $29.46 | 1/19/2032 | | | | | — | 13,560(10) | $27.53 | 1/3/2033 | | | | | | | | | 4,540(11) | 131,478 | | Cory T. Newsom | 9,000 | — | $5.88 | 12/31/2024 | | | | | 9,000 | — | $8.60 | 12/31/2025 | | | | | 12,000 | — | $10.93 | 12/31/2026 | | | | | 12,000 | — | $12.24 | 12/31/2027 | | | | | 12,000 | — | $13.88 | 12/31/2028 | | | | | 12,000 | — | $16.93 | 12/31/2028 | | | | | 15,000 | — | $19.05 | 12/31/2028 | | | | | 35,847 | — | $21.32 | 8/21/2029 | | | | | 38,402 | 818(7) | $20.93 | 2/19/2030 | | | | | 23,686 | 8,798(8) | $18.95 | 1/4/2031 | | | | | 10,068 | 10,944(9) | $29.46 | 1/19/2032 | | | | | — | 21,358(10) | $27.53 | 1/3/2033 | | | | | | | | | 9,081(11) | 262,986 |
Outstanding Equity Awards at Fiscal Year End
| (1) Market value computed by multiplying the number of restricted stock units that have not vested by $28.96, which was the closing price of a share of the Company’s common stock on December 31, 2023. |
Outstanding Equity Awards at Fiscal Year End
| (2) Stock options vest on January 1, 2024. |
Outstanding Equity Awards at Fiscal Year End
| (3) Stock options vest one-half on each of January 1, 2024 and January 1, 2025. |
Outstanding Equity Awards at Fiscal Year End
| (4) Stock options vest one-third on each February 16th in 2024, 2025, and 2026. |
Outstanding Equity Awards at Fiscal Year End
| (5) Stock options vest one-fourth on each February 16th in 2024, 2025, 2026, and 2027. |
Outstanding Equity Awards at Fiscal Year End
| (6) Restricted stock units vest on February 16, 2024. |
Outstanding Equity Awards at Fiscal Year End
| (7) Stock options vest on January 1, 2024. |
Outstanding Equity Awards at Fiscal Year End
| (8) Stock options vest pro rata on a monthly basis over the 13 months beginning on January 1, 2024. |
Outstanding Equity Awards at Fiscal Year End
| (9) Stock options vest pro rata on a monthly basis over the 25 months beginning on January 1, 2024. |
Outstanding Equity Awards at Fiscal Year End
| (10) Stock options vest one-fourth on January 1, 2024 and pro rata on a monthly basis over the next 36 months. |
Outstanding Equity Awards at Fiscal Year End
| (11) Restricted stock units vest on January 1, 2024. |
Potential Payment upon Termination or Change in Control
Potential Payment upon Termination or Change in Control Payments to Mr. Newsom and Mr. Griffith in the event of a termination of employment with the Bank or upon a “change in control” (as defined in the employment agreements) are described above in “Employment Agreement with Cory T. Newsom,” and “Employment Agreement with Curtis C. Griffith.” Payments to Mr. Crockett in the event of a termination of employment with the Bank in connection with a “change in control” (as defined in the Severance Plan) are described above in “Executive Change in Control Severance Plan.” In addition, certain payments in connection with a termination of employment with the Bank or death for Mr. Newsom, Mr. Griffith and Mr. Crockett are described above in “Deferred Compensation.” Equity awards granted to our executive officers under the 2019 Plan generally vest upon (i) the executive officer’s disability (as defined in the 2019 Plan), (ii) the executive officer’s death, and (iii) immediately prior to a “change in control” (as defined in the 2019 Plan).
Director Compensation
Director Compensation Our board reviewed non-employee independent director compensation paid by our peers to establish the appropriate mix and amount of compensation payable to our non-employee directors. The following table sets forth information regarding 2023 compensation for each of our non-employee directors, including for director services at the Bank.
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation(2) | Total | | Richard D. Campbell | $95,000 | $24,979 | $— | $— | $— | $12,926 | $132,905 | | Cynthia B. Keith* | $25,000 | $24,979 | $— | $— | $— | $— | $49,979 | | Noe G. Valles | $70,000 | $24,979 | $— | $— | $— | $12,961 | $107,940 | | Kyle R. Wargo | $80,000 | $24,979 | $— | $— | $— | $12,959 | $117,938 | | LaDana R. Washburn | $56,667 | $— | $— | $— | $— | $12,946 | $69,613 |
Director Compensation
| * Individual was a director of the Company until the 2023 annual meeting of shareholders of the Company held on May 16, 2023. Amounts noted here were paid during the time she was on the board. |
Director Compensation
| (1) Grant date fair value, as computed in accordance with ASC Topic 718 and the 2019 Equity Incentive Plan, of stock awards granted during 2023 to each non-employee director based on the per share closing price of the Company’s common stock on the date of grant. |
Director Compensation
| (2) Includes a tax gross-up related to a holiday gift to the directors in the amount of: $2,844 for Mr. Campbell, $2,851 for Mr. Valles, $2,851 for Mr. Wargo, and $2,848 for Ms. Washburn. |