DEF 14A of South Plains Financial, Inc.
Filed Apr 9, 2025 · FY20240001140361-25-012945
Who are the nominees for directors?
Who are the nominees for directors? The following two (2) persons have been nominated for election as Class III directors of the Company to serve until the Company’s 2028 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?
| • | Curtis C. Griffith |
Who are the nominees for directors?
| • | Kyle R. Wargo |
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 III directors of the Company will expire at this year’s annual meeting. If elected, the below-listed Class III nominees will serve for a term commencing on the date of the annual meeting and continuing until the 2028 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 III director of the Company.
Nominees for Election as Class III Directors
Nominees for Election as Class III Directors The following table sets forth the name, age as of December 31, 2024, and positions with the Company for each nominee for election as a Class III director of the Company:
Nominees for Election as Class III Directors
| Name of Nominee | Age | Position | Director Since | | Curtis C. Griffith | 72 | Director | 1993 | | Kyle R. Wargo | 64 | Director | 2016 |
Nominees for Election as Class III Directors
Curtis C. Griffith – 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 since 1972. Mr. Griffith became our Chairman and Chief Executive Officer in 1993. In 1972, he was elected to the board of directors of First State Bank of Morton, Texas, a predecessor institution to the Bank, and continues to serve on the board of directors of the Bank. Mr. Griffith has also served as Chairman of the Bank since 1993. Mr. Griffith owns and operates several agriculture-related businesses. In addition, he is a member of the State Bar of Texas, National Cotton Council, Plains Cotton Growers, Texas Cotton Ginners Association and the Texas Independent Ginners Association. He has served on the board of directors of IBAT and continues to serve on the Legislative and PAC committees for IBAT. He has served on the boards of several civic and charitable organizations, including Lubbock Economic Development Alliance, University Medical Center, Texas Tech University Foundation, Lubbock Symphony Orchestra, and the Texas Tech Cotton Economics Advisory Committee. He currently serves as a director and officer of the Agriculture Heritage Museum, and as a director of the Texas Tech Research Park, Inc. Mr. Griffith earned degrees in agricultural economics and law from Texas Tech University in 1973 and 1977, respectively. Mr. Griffith’s extensive banking experience, reputable position in the community and invaluable leadership qualify him to serve on our board of directors. 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 until 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 of the Science Spectrum Museum in Lubbock, while serving as treasurer from 2008 until 2024. He also served as a member of the board of directors of Workforce Solutions South Plains. He earned 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 of directors.
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 until 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 of the Science Spectrum Museum in Lubbock, while serving as treasurer from 2008 until 2024. He also served as a member of the board of directors of Workforce Solutions South Plains. He earned 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 of directors. 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 on the board of New Horizons of North Texas and 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 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 2026 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; |
What We Do
| • Align our executive pay with performance | • Include caps on individual payouts in incentive plan | | • Use appropriate peer groups when establishing compensation | • Provide an appropriate mix of short-term and long-term goals | | • Maintain clawback policies | |
What We Don’t Do
| • No hedging of Company shares | • No excessive executive perquisites | | • No repricing of stock options without stockholder approval | |
Compensation Philosophy and Objectives
Compensation Philosophy and Objectives We review, evaluate and modify our compensation framework in an effort to maintain a competitive total compensation package to attract and retain highly qualified executives. Generally, our compensation program includes (i) a base salary component, (ii) an annual cash incentive compensation potential, and (iii) a long-term equity incentive potential. Our annual incentive compensation is intended to reward annual performance based upon profitability, the efficiency ratio, and level of nonperforming assets, and our long-term equity incentive program is intended to also reward long-term performance being time based. We believe our current mix and value of the above compensation elements provide our NEOs with total annual compensation that is both reasonable and competitive within our markets, appropriately reflects our performance and the executive’s particular contributions to that performance, and takes into account applicable regulatory guidelines and requirements.
Compensation Review Process
Compensation Review Process Role of the Compensation Committee and Management The Compensation Committee evaluates Company and individual performance when making compensation recommendations to the Company’s board of directors with respect to our NEOs. In making decisions regarding NEO remuneration, the Compensation Committee may consider recommendations from our CEO with respect to the performance and contributions of the other NEOs but the Compensation Committee ultimately acts in its sole and absolute discretion. Market Data and Peer Groups The Compensation Committee reviews peer group data for purposes of helping it make compensation decisions for our NEOs, however, such is only a data point because, in making its decisions, the Compensation Committee also reviews known industry standards, non-descript data, local market pay factors, and the merits of each NEO.
Annual Cash Incentive Compensation
Annual Cash Incentive Compensation Our annual cash incentive compensation program is designed to supplement base salary and align the executive’s interest with the interests of our shareholders by linking the Company’s performance to the amount of any bonus. The annual cash incentive bonus is expressed as a percentage of the executive’s base salary, and the performance targets for the applicable fiscal year are set by the Compensation Committee near the beginning of that fiscal year. At the end of each fiscal year, the Compensation Committee determines the amount of the bonus that is earned by each executive officer based upon the Company’s actual results compared to the annual budget. The annual cash bonus is usually earned in December but paid prior to March 15 of the next fiscal year. Mr. Newsom’s and Mr. Griffith’s annual cash incentive bonuses are governed by their employment agreements. For fiscal year end December 31, 2024, Mr. Griffith was eligible for a performance-based annual cash bonus targeted at 50% of his salary and a maximum not exceeding 100% of his salary. The performance-based annual cash bonus was determined based on the following performance metrics: (i) the Company’s net income compared to the projected net income for the year (weighted at 20%); (ii) the Bank’s efficiency ratio (weighted at 20%); (iii) the Bank’s asset quality, measured in relation to other peer group financial institutions (weighted at 20%); and (iv) the individual performance, as determined in the discretion of the Compensation Committee (weighted at 40%). For fiscal year end December 31, 2024, Mr. Newsom was eligible for a performance-based annual cash bonus targeted at 50% of his salary and a maximum not exceeding 75% of his salary. The performance-based annual cash bonus was measured against certain criteria, including, among other metrics, (i) the Company’s net income compared to the projected net income for the year (weighted at 50%); (ii) the Bank’s efficiency ratio (weighted at 25%); and (iii) the Bank’s asset quality, measured in relation to other peer group financial institutions (weighted at 25%). Additionally, Mr. Newsom was eligible for an additional performance-based cash bonus determined in the discretion of the Compensation Committee with an award opportunity of twenty-five percent (25%) of his salary. For fiscal year end December 31, 2024, Mr. Crockett was eligible for a performance-based annual cash bonus targeted at 40% of his salary and a maximum not exceeding 60% of his salary. The performance-based annual cash bonus was determined based on the following performance metrics: (i) the Company’s net income compared to the projected net income for the year (weighted at 30%); (ii) the Bank’s efficiency ratio (weighted at 20%); (iii) the Bank’s asset quality, measured in relation to other peer group financial institutions (weighted at 20%); and (iv) individual performance as determined in the discretion of the Chief Executive Officer (weighted at 30%). For fiscal year end December 31, 2024, Mr. Bates was eligible for a performance-based annual cash bonus targeted at 30% of his salary and a maximum not exceeding 45% of his salary. The performance-based annual cash bonus was determined based on the following performance metrics: (i) the Company’s net income compared to the projected net income for the year (weighted at 30%); (ii) the Bank’s efficiency ratio (weighted at 20%); (iii) the Bank’s asset quality, measured in relation to other peer group financial institutions (weighted at 20%); and (iv) individual performance as determined in the discretion of the Chief Executive Officer (weighted at 30%). For fiscal year end December 31, 2024, Mr. Ehlers was eligible for a performance-based annual cash bonus targeted at 30% of his salary and a maximum not exceeding 45% of his salary. The performance-based annual cash bonus was determined based on the following performance metrics: (i) the Company’s net income compared to the projected net income for the year (weighted at 30%); (ii) the Bank’s efficiency ratio (weighted at 20%); (iii) the Bank’s asset quality, measured in relation to other peer group financial institutions (weighted at 20%); and (iv) individual performance as determined in the discretion of the Chief Executive Officer (weighted at 30%). The following table sets forth information regarding the results of the 2024 annual cash incentive plan.
Long-Term Equity Incentive Compensation
Long-Term Equity Incentive Compensation The Compensation Committee may, from time to time pursuant to the 2019 Equity Incentive Plan, grant our NEOs certain equity-based awards. These awards are designed to align the interests of our NEOs with those of our stockholders by allowing our NEOs to share in the creation of value for our stockholders through capital appreciation and dividends. These equity awards are generally subject to vesting requirements, and are designed to promote the retention of management and to achieve strong performance for our company.
The Effect of Regulatory Requirements on Our Executive Compensation
The Effect of Regulatory Requirements on Our Executive Compensation Internal Revenue Code (“IRC”) Sections 280G and 4999. IRC Section 280G limits our ability to take a tax deduction for certain “excess parachute payments” (as defined in Section 280G) and IRC Section 4999 imposes excise taxes on each executive that receives “excess parachute payments” paid by the Company in connection with a change in control. The Compensation Committee does not anticipate that the Company would be required to pay non-deductible compensation upon any change in control of the Company. Accounting Rules. Various rules under generally accepted accounting principles determine the manner in which the Company accounts for grants of equity-based compensation to our employees in our financial statements. The Compensation Committee takes into consideration the accounting treatment of alternative grant proposals under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Stock Compensation” (formerly, FASB Statement 123R), or FASB ASC Topic 718, when determining the form and timing of equity compensation grants to employees, including our NEOs. The accounting treatment of such grants, however, is not determinative of the type, timing, or amount of any particular grant of equity-based compensation to our employees. Clawback Policy. The board of directors adopted and implemented an Incentive Award Recoupment Policy, effective as of October 2, 2023, in accordance with Rule 10D-1 promulgated by the SEC under the Exchange Act and Nasdaq Listing Rule 5608. The Incentive Award Recoupment Policy allows for the recovery or “clawback” of excess incentive-based compensation earned by a current or former executive officer during the three fiscal years preceding the date the listed company is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Insider Trading Policy. The Company has adopted an Insider Trading Policy which sets forth the procedure regarding trading by insiders in securities of the Company. The Company believes that its Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company. A copy of the Company’s Insider Trading Policy was filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 7, 2025. Hedging Policy. Our Insider Trading Policy strongly discourages our directors, officers and employees (together with the affiliates and family members of each) from engaging in certain hedging and derivative transactions with respect to the Company’s securities. In addition, the Insider Trading Policy requires preclearance of any such transactions. Similarly, our Insider Trading Policy prohibits ownership of Company securities in a margin account and discourages pledging Company securities and requires preclearance of any pledging transactions.
Role of Management and Compensation Consultants
Role of Management and Compensation Consultants During 2024, the Compensation Committee did not retain an independent compensation consultant, though the Compensation Committee has the authority to retain, and terminate, any compensation consultant to assist in the evaluation of employee compensation and to approve the consultant’s fees and the other terms and conditions of the consultant’s retention.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation paid, awarded to, or earned by each of our NEOs for the fiscal years indicated.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value ($)(4) | All Other Compensation ($)(5) | Total ($) | | Curtis C. Griffith Chairman of the Board and CEO | 2024 | 400,000 | 160,000 | 124,991 | 139,999 | 240,000 | — | 92,261 | 1,157,251 | | | 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 – (PEO) | 2024 | 630,000 | 157,500 | 249,982 | 220,492 | 472,500 | 209,573 | 130,076 | 2,070,123 | | | 2023 | 630,000 | 157,500 | 250,000 | 220,500 | 472,500 | 196,408 | 126,536 | 2,053,444 | | | 2022 | 630,000 | 157,500 | 249,998 | 220,500 | 472,500 | 184,088 | 167,800 | 2,082,386 | | Steven B. Crockett CFO – (PFO) | 2024 | 341,250 | 40,950 | 204,465 | — | 163,800 | 56,738 | 58,061 | 865,264 | | | 2023 | 341,250 | 140,950 | 67,984 | 129,999 | 163,800 | 20,089 | 56,462 | 920,534 | | | 2022 | 325,000 | 39,000 | 67,984 | 115,997 | 156,000 | 18,774 | 53,474 | 776,229 | | Brent A. Bates Bank CCO | 2024 | 304,500 | 27,405 | 91,333 | — | 109,620 | 16,141 | 36,131 | 585,130 | | Paul A. Ehlers Bank COO | 2024 | 304,500 | 27,405 | 91,333 | — | 109,620 | 18,824 | 55,958 | 607,640 |
Summary Compensation Table
| Note: | Messrs. Bates and Ehlers were not NEOs for 2023 or 2022. |
Summary Compensation Table
| (1) Amounts represent the portion of the annual incentive bonuses that were earned based upon the NEOs individual performance, as determined in the discretion of the Compensation Committee. For a description of annual incentive bonuses for 2024, see “Annual Cash Incentive Compensation” above. 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 2024 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, 2024. |
Summary Compensation Table
| (3) Amounts represent annual incentive bonuses that were earned in 2024. For a description of annual incentive bonuses for 2024, see “Annual Cash Incentive Compensation” above. |
Summary Compensation Table
| (4) Amounts in this column represent Company contributions under our Salary Continuation Plan. See “Nonqualified Deferred Compensation,” below. |
Summary Compensation Table
| (5) We provide our NEOs 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 2024 include: |
Summary Compensation Table
| • | For Mr. Griffith: unused sick and vacation pay of $26,154 per his employment agreement, referral commissions and wellness incentives of $216, a holiday gift in respect of service as a director valued at $11,200 and related tax gross-up of $3,605, vehicle expenses and related tax gross-up of $24,428 per his employment agreement, a matching contribution for our 401(k) of $17,250 and excess contributions of $2,750 paid in cash, and Company-paid premiums for group insurance of $6,658. |
Summary Compensation Table
| • | For Mr. Newsom: unused sick and vacation pay of $41,192 per his employment agreement, referral commissions of $7,070, a holiday gift in respect of service as a director valued at $11,321 and related tax gross-up of $3,644, vehicle expenses and related tax gross-up of $10,855 per his employment agreement, a matching contribution for our 401(k) of $17,250 and excess contributions of $14,250 paid in cash, Company-paid premiums for group insurance of $1,768 and home security and country-club dues of $22,726 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 $17,793, a matching contribution for our 401(k) of $17,063, and Company-paid premiums for group insurance of $892. |
Summary Compensation Table
| • | For Mr. Bates: vehicle expenses of $8,030, a matching contribution for our 401(k) of $15,225, phone reimbursement of $1,200, Company-paid premiums for group insurance of $892, and country-club dues of $10,784. |
Summary Compensation Table
| • | For Mr. Ehlers: unused sick and vacation pay of $19,910 per the Company’s personnel policy, referral commissions of $457, vehicle expenses of $8,690, a matching contribution for our 401(k) of $15,225, Company-paid premiums for group insurance of $892, and country-club dues of $10,784. |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table sets forth information regarding equity awards granted to each of our NEOs during the fiscal year ended December 31, 2024.
Grants of Plan-Based Awards Table
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities underlying options(1) (#) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and option awards(2) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Curtis C. Griffith | | — | 200,000 | 400,000 | — | — | — | — | — | — | — | | | 1/2/2024 | — | — | — | — | — | — | 4,263 | — | — | 124,991 | | | 1/2/2024 | — | — | — | — | — | — | — | 12,608 | 29.32 | 139,999 | | Cory T. Newsom | | — | 315,000 | 472,500 | — | — | — | — | — | — | — | | | 1/2/2024 | — | — | — | — | — | — | 8,526 | — | — | 249,982 | | | 1/2/2024 | — | — | — | — | — | — | — | 19,857 | 29.32 | 220,492 | | Steven B. Crockett | | — | 136,500 | 204,750 | — | — | — | — | — | — | — | | | 2/21/2024 | — | — | — | — | — | — | 7,804 | — | — | 204,465 | | Brent A. Bates | | — | 91,350 | 137,025 | — | — | — | — | — | — | — | | | 2/21/2024 | — | — | — | — | — | — | 3,486 | — | — | 91,333 | | Paul A. Ehlers | | — | 91,350 | 137,025 | — | — | — | — | — | — | — | | | 2/21/2024 | — | — | — | — | — | — | 3,486 | — | — | 91,333 |
Grants of Plan-Based Awards Table
| (1) Stock options vest one-fourth on January 1, 2025 and pro rata on a monthly basis over the next 36 months. |
Grants of Plan-Based Awards Table
| (2) Amounts represent the aggregate grant date fair value of each option award and restricted stock unit award granted during the fiscal year, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described 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, 2024. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table provides information for each of our NEOs regarding outstanding equity awards held by the NEOs at December 31, 2024.
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) | | Curtis C. Griffith | 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 | | | | | 22,411 | — | $20.93 | 2/19/2030 | | | | | 18,175 | 377(2) | $18.95 | 1/4/2031 | | | | | 9,727 | 3,613(3) | $29.46 | 1/19/2032 | | | | | 6,497 | 7,063(4) | $27.53 | 1/3/2033 | | | | | — | 12,608(5) | $29.32 | 1/2/2034 | | | | | | | | | 4,263(6) | 148,139 | | Cory T. Newsom | 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 | | | | | 10,342 | — | $21.32 | 3/20/2029 | | | | | 25,505 | — | $21.32 | 8/21/2029 | | | | | 39,220 | — | $20.93 | 2/19/2030 | | | | | 31,807 | 677(2) | $18.95 | 1/4/2031 | | | | | 15,321 | 5,691(3) | $29.46 | 1/19/2032 | | | | | 10,234 | 11,124(4) | $27.53 | 1/3/2033 | | | | | — | 19,857(5) | $29.32 | 1/2/2034 | | | | | | | | | 8,526(6) | 296,279 | | Steven B. Crockett | 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 | | | | | 20,372 | — | $20.93 | 2/19/2030 | | | | | 12,157 | 4,053(2) | $19.62 | 2/24/2031 | | | | | 5,425 | 5,426(7) | $29.19 | 2/16/2032 | | | | | 3,224 | 9,674(8) | $27.27 | 2/16/2033 | | | | | | | | | 5,209(9) | 181,013 | | | | | | | 2,595(10) | 90,176 |
Outstanding Equity Awards at Fiscal Year End
| | Option awards | | | | Stock awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | 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) | | Brent A. Bates | 14,488 | — | $20.93 | 2/19/2030 | | | | | 8,646 | 2,882(2) | $19.62 | 2/24/2031 | | | | | | | | | 1,413(11) | 49,102 | | | | | | | 2,393(12) | 83,157 | | | | | | | 3,486(9) | 121,139 | | Paul A. Ehlers | 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 | | | | | 19,511 | — | $16.00 | 8/21/2029 | | | | | 15,279 | — | $20.93 | 2/19/2030 | | | | | 9,117 | 3,040(2) | $19.62 | 2/24/2031 | | | | | | | | | 1,490(11) | 51,778 | | | | | | | 2,393(12) | 83,157 | | | | | | | 3,486(9) | 121,139 |
Outstanding Equity Awards at Fiscal Year End
| (1) Market value computed by multiplying the number of restricted stock units that have not vested by $34.75, which was the closing price of a share of the Company’s common stock on December 31, 2024. |
Outstanding Equity Awards at Fiscal Year End
| (2) Stock options vest on January 1, 2025. |
Outstanding Equity Awards at Fiscal Year End
| (3) Stock options vest pro rata on a monthly basis over the 13 months beginning on January 1, 2025. |
Outstanding Equity Awards at Fiscal Year End
| (4) Stock options vest pro rata on a monthly basis over the 25 months beginning on January 1, 2025. |
Outstanding Equity Awards at Fiscal Year End
| (5) Stock options vest one-fourth on January 1, 2025 and pro rata on a monthly basis over the next 36 months. |
Outstanding Equity Awards at Fiscal Year End
| (6) Restricted stock units vest on January 1, 2025. |
Outstanding Equity Awards at Fiscal Year End
| (7) Stock options vest one-half on each of January 1, 2025 and January 1, 2026. |
Outstanding Equity Awards at Fiscal Year End
| (8) Stock options vest one-third on each February 16th in 2025, 2026, and 2027. |
Outstanding Equity Awards at Fiscal Year End
| (9) Restricted stock units vest one-fourth on each February 21st in 2025, 2026, 2027, and 2028. |
Outstanding Equity Awards at Fiscal Year End
| (10) Restricted stock units vest on February 21, 2025. |
Outstanding Equity Awards at Fiscal Year End
| (11) Restricted stock units vest one-half on each February 16th in 2025 and 2026. |
Outstanding Equity Awards at Fiscal Year End
| (12) Restricted stock units vest one-third on each February 16th in 2025, 2026, and 2027. |
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table provides information for each of our NEOs regarding amounts paid to or received by our NEOs during the fiscal year ending December 31, 2024 as a result of the exercise of stock options or the release of vested stock awards.
Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired Upon Vesting (#) | Value Realized Upon Vesting(1) ($) | | Curtis C. Griffith | 2,489 | 85,945 | 4,540 | 131,478 | | Cory T. Newsom | 7,467 | 257,836 | 9,081 | 262,986 | | Steven B. Crockett | 4,978 | 171,890 | 2,493 | 66,114 | | Brent A. Bates | — | — | — | — | | Paul A. Ehlers | 4,978 | 171,890 | — | — |
Option Exercises and Stock Vested Table
| (1) Amounts reflect restricted stock units that vested during 2024. The value of this restricted unit award was determined by multiplying the number of shares that vested by the closing price of the Company’s common stock on the applicable vesting date. |
Deferred Compensation (Salary Continuation Plan)
Deferred Compensation (Salary Continuation Plan) 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, and is slightly different in approach and design depending upon whether the agreement was entered into while the Company was privately held or entered into after the Company’s initial public offering. The Deferred Compensation Plan is unfunded. Effective January 1, 2008 and entered into prior to our initial public offering, 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 a lifetime 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 and entered into prior to our initial public offering, 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 a lifetime 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 after a separation from service, 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 prior to a separation from service, 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. Effective October 1, 2022 and entered into after our initial public offering, the Company entered into a restated agreement under the Deferred Compensation Plan with Mr. Bates. Mr. Bates is currently 20% vested in his benefits. His benefit will be paid in cash only. Mr. Bates’s agreement provides that he will receive an annual benefit of $50,000 on achievement of retirement age (defined as age 65). The annual benefit will continue for a total of fifteen payments. If Mr. Bates experiences a separation from service or dies while employed, in each case prior to reaching retirement age, he or his beneficiary 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. Bates 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. Bates dies after a separation from service, Mr. Bates’s beneficiary will receive any remaining annual benefit payments that Mr. Bates was entitled to receive. Effective January 1, 2008 and entered into prior to our initial public offering, the Company entered into a restated agreement under the Deferred Compensation Plan with Mr. Ehlers. Mr. Ehlers is currently 100% vested in his benefits. His benefit will be paid in cash only. Mr. Ehlers’s agreement provides that he will receive a lifetime annual benefit of $40,320 on the earlier to occur of (i) achievement of retirement age (defined as age 65) and (ii) separation from service within two years following a change in control (as defined in the Deferred Compensation Plan). If Mr. Ehlers experiences a separation from service or becomes disabled while employed, in each case prior to reaching retirement age, he will be entitled to a lump sum benefit equal to his benefit liability balance as set forth in the Deferred Compensation Plan. In the event Mr. Ehlers is terminated for cause (as defined in the Deferred Compensation Plan), dies, or violates any restrictive covenants set forth in the Deferred Compensation Plan, he will forfeit any and all benefits to which he would otherwise be entitled to receive under the Deferred Compensation Plan.
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION
| Name | Aggregate Balance at Fiscal Year-End Prior to Last Fiscal Year End ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Cory T. Newsom | 1,796,363 | 209,573 | — | — | 2,005,936 | | Steven B. Crockett | 173,048 | 56,738 | — | — | 229,786 | | Brent A. Bates | 14,679 | 16,141 | — | — | 30,820 | | Paul A. Ehlers | 162,540 | 18,824 | — | — | 181,364 |
Potential Payment upon Termination or Change in Control
Potential Payment upon Termination or Change in Control Termination Without Cause or Resignation With Good Reason The following table sets forth the total cost that the Company would have incurred and the payments the NEOs would have received if the NEO’s employment was terminated by the Company without cause or by the NEO upon a resignation with good reason as of December 31, 2024:
Potential Payment upon Termination or Change in Control
| Name | Cash Severance(1) ($) | Equity Award Acceleration(2) ($) | Salary Continuation Plan(3) ($) | Continued Group Health Plan Coverage(4) ($) | Total Cost of Termination ($) | | Curtis C. Griffith | 1,200,000 | 292,665 | — | 57,591 | 1,550,256 | | Cory T. Newsom | 1,890,000 | 525,220 | — | 90,522 | 2,505,742 | | Steven B. Crockett | — | 435,041 | — | — | 435,041 | | Brent A. Bates | — | 297,003 | — | — | 297,003 | | Paul A. Ehlers | — | 302,069 | — | — | 302,069 |
Potential Payment upon Termination or Change in Control
| (1) Amounts calculated based on current base salaries and target bonus amounts for 2024. |
Potential Payment upon Termination or Change in Control
| (2) Equity acceleration calculated based on equity awards outstanding as of December 31, 2024 and share price as of December 31, 2024 |
Potential Payment upon Termination or Change in Control
| (3) The accrual balance under the Salary Continuation Plan, at December 31, 2024, is shown above under the heading “Deferred Compensation (Salary Continuation Plan)” and “Nonqualified Deferred Compensation.” |
Potential Payment upon Termination or Change in Control
| (4) Calculated based on the monthly premium to continue existing healthcare coverage under COBRA at December 31, 2024. |
Potential Payment upon Termination or Change in Control
Disability The following table sets forth the total cost that the Company would have incurred and the payments the NEOs would have received if the NEO had become disabled as of December 31, 2024:
Potential Payment upon Termination or Change in Control
| Name | Cash Severance(1) ($) | Equity Award Acceleration(2) ($) | Salary Continuation Plan(3) ($) | Continued Group Health Plan Coverage(4) ($) | Total Cost of Termination ($) | | Curtis C. Griffith | 1,200,000 | 292,665 | — | 57,591 | 1,550,256 | | Cory T. Newsom | 1,890,000 | 525,220 | — | 90,522 | 2,505,742 | | Steven B. Crockett | — | 435,041 | — | — | 435,041 | | Brent A. Bates | — | 297,003 | — | — | 297,003 | | Paul A. Ehlers | — | 302,069 | — | — | 302,069 |
Potential Payment upon Termination or Change in Control
| (1) Amounts calculated based on current base salaries and target bonus amounts for 2024. |
Potential Payment upon Termination or Change in Control
| (2) Equity acceleration calculated based on equity awards outstanding as of December 31, 2024 and share price as of December 31, 2024. |
Potential Payment upon Termination or Change in Control
| (3) The accrual balance under the Salary Continuation Plan, at December 31, 2024, is shown above under the heading “Deferred Compensation (Salary Continuation Plan)” and “Nonqualified Deferred Compensation.” |
Potential Payment upon Termination or Change in Control
| (4) Calculated based on the monthly premium to continue existing healthcare coverage under COBRA at December 31, 2024. |
Potential Payment upon Termination or Change in Control
Death The following table sets forth the total cost that the Company would have incurred and the payments the NEOs would have received if the NEO had died as of December 31, 2024:
Potential Payment upon Termination or Change in Control
| Name | Cash Severance ($) | Equity Award Acceleration(1) ($) | Salary Continuation Plan(2) ($) | Continued Group Health Plan Coverage ($) | Total Cost of Termination ($) | | Curtis C. Griffith | — | 292,665 | — | — | 292,665 | | Cory T. Newsom | — | 525,220 | — | — | 525,220 | | Steven B. Crockett | — | 435,041 | — | — | 435,041 | | Brent A. Bates | — | 297,003 | — | — | 297,003 | | Paul A. Ehlers | — | 302,069 | — | — | 302,069 |
Potential Payment upon Termination or Change in Control
| (1) Equity acceleration calculated based on equity awards outstanding as of December 31, 2024 and share price as of December 31, 2024. |
Potential Payment upon Termination or Change in Control
| (2) The accrual balance under the Salary Continuation Plan, at December 31, 2024, is shown above under the heading “Deferred Compensation (Salary Continuation Plan)” and “Nonqualified Deferred Compensation.” |
Potential Payment upon Termination or Change in Control
Change in Control The following table sets forth the total cost that the Company would have incurred and the payments the NEOs would have received in connection with a change in control:
Potential Payment upon Termination or Change in Control
| Name | Cash Severance ($) | Equity Award Acceleration(1) ($) | Salary Continuation Plan(2) ($) | Continued Group Health Plan Coverage ($) | Total Cost of Termination ($) | | Curtis C. Griffith | — | 292,665 | — | — | 292,665 | | Cory T. Newsom | — | 525,220 | — | — | 525,220 | | Steven B. Crockett | — | 435,041 | — | — | 435,041 | | Brent A. Bates | — | 297,003 | — | — | 297,003 | | Paul A. Ehlers | — | 302,069 | — | — | 302,069 |
Potential Payment upon Termination or Change in Control
| (1) Equity acceleration calculated based on equity awards outstanding as of December 31, 2024 and share price as of December 31, 2024. |
Potential Payment upon Termination or Change in Control
| (2) The accrual balance under the Salary Continuation Plan, at December 31, 2024, is shown above under the heading “Deferred Compensation (Salary Continuation Plan)” and “Nonqualified Deferred Compensation.” |
Potential Payment upon Termination or Change in Control
Termination Without Cause or Resignation With Good Reason in connection with a Change in Control The following table sets forth the total cost that the Company would have incurred and the payments the NEOs would have received if the NEO’s employment was terminated by the Company without cause or by the NEO upon a resignation with good reason as of December 31, 2024 in connection with a change in control:
Potential Payment upon Termination or Change in Control
| Name | Cash Severance(1) ($) | Equity Award Acceleration(2) ($) | Salary Continuation Plan(3) ($) | Continued Group Health Plan Coverage(4) ($) | Total Cost of Termination ($) | | Curtis C. Griffith | 1,800,000 | 292,665 | — | 86,386 | 2,179,051 | | Cory T. Newsom | 2,835,000 | 525,220 | 4,050,000 | 57,591 | 3,417,811 | | Steven B. Crockett | 648,375 | 435,041 | 2,000,000 | 37,320 | 1,120,736 | | Brent A. Bates | 548,100 | 297,003 | — | 40,735 | 885,838 | | Paul A. Ehlers | 548,100 | 302,069 | 806,400 | 13,481 | 863,650 |
Potential Payment upon Termination or Change in Control
| (1) Amounts calculated based on current base salaries and target bonus amounts for 2024. |
Potential Payment upon Termination or Change in Control
| (2) Equity acceleration calculated based on equity awards outstanding as of December 31, 2024 and share price as of December 31, 2024. |
Potential Payment upon Termination or Change in Control
| (3) The accrual balance under the Salary Continuation Plan, at December 31, 2024, is shown above under the heading “Deferred Compensation (Salary Continuation Plan)” and “Nonqualified Deferred Compensation.” The enhanced benefit amount shown in this table is the total amount of the annual payments that would be payable to each executive, based upon an assumed mortality of age 85. For Mr. Newsom, the annual payment of $150,000 would be made for 27 years once he reaches age 58; for Mr. Crockett, the annual payment of $100,000 would be made for 20 years once he reaches age 65; and for Mr. Ehlers, the annual payment of $40,320 would be made for 20 years once he reaches age 65. |
Potential Payment upon Termination or Change in Control
| (4) Calculated based on the monthly premium to continue existing healthcare coverage under COBRA at December 31, 2024. |
Pay Versus Performance
Pay Versus Performance The table below is provided in accordance with Item 402(v) of Regulation S-K. This information is being provided for compliance purposes. Neither the Compensation Committee nor the executives of our Company use the information in this table when making compensation decisions.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEO(3) ($) | Average Compensation Actually Paid to Non-PEO NEO(4) ($) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income(7) ($) | Diluted Earnings per Share(8) ($) | | 2024 | 2,070,123 | 2,273,275 | 803,821 | 894,901 | 180.15 | 143.68 | 49,717 | 2.92 | | 2023 | 2,053,444 | 1,946,539 | 1,036,923 | 1,029,467 | 174.28 | 179.71 | 62,745 | 3.62 | | 2022 | 2,082,386 | 2,056,606 | 976,528 | 1,003,955 | 162.27 | 115.32 | 58,240 | 3.23 |
Pay Versus Performance
| (1) The dollar amounts reported are the amounts of total compensation reported in the “Total” column of our Summary Compensation Table. |
Pay Versus Performance
| (2) The name of the NEO included for purposes of calculating the amounts for each applicable year is Cory T. Newsom. The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid: |
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Compensation Actually Paid to PEO ($) | | 2024 | 2,070,123 | 470,474 | 673,626 | 2,273,275 | | 2023 | 2,053,444 | 470,500 | 363,595 | 1,946,539 | | 2022 | 2,082,386 | 470,498 | 444,718 | 2,056,606 |
Pay Versus Performance
| (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in our Summary Compensation Table for the applicable year. |
Pay Versus Performance
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance
| Year | Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value ($) | Total Equity Award Adjustments ($) | | 2024 | 639,249 | 31,287 | — | 3,090 | — | — | 673,626 | | 2023 | 531,200 | (34,323) | — | (133,282) | — | — | 363,595 | | 2022 | 445,169 | (4,853) | — | 4,402 | — | — | 444,718 |
Pay Versus Performance
| (3) The dollar amounts reported represent the average of the amounts reported for our NEOs as a group (excluding our PEO) in the “Total” column of our Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding our PEO) included for purposes of calculating the average amounts for each applicable year are Curtis C. Griffith, Steven B. Crockett, Brent A. Bates and Paul A. Ehlers. |
Pay Versus Performance
| (4) The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our PEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our PEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in Note 2: |
Pay Versus Performance
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments(a) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 803,821 | 163,030 | 254,110 | 894,901 | | 2023 | 1,036,923 | 231,481 | 224,025 | 1,029,467 | | 2022 | 976,528 | 224,485 | 251,912 | 1,003,955 |
Pay Versus Performance
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Pay Versus Performance
| Year | Average Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value ($) | Total Average Equity Award Adjustments ($) | | 2024 | 219,843 | 41,571 | — | (7,304) | — | — | 254,110 | | 2023 | 244,215 | 3,042 | — | (23,232) | — | — | 224,025 | | 2022 | 215,446 | 31,834 | — | 4,632 | — | — | 251,912 |
Pay Versus Performance
| (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. |
Pay Versus Performance
| (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. |
Pay Versus Performance
| (7) The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. |
Pay Versus Performance
| (8) Represents our diluted earnings per share, which we believe represents the most important financial performance measure that was used to link compensation actually paid to our PEO and non-PEO NEOs for the most recent fiscal year to Company performance. |
Relationship Between “Compensation Actually Paid” and Performances Measures
Relationship Between “Compensation Actually Paid” and Performances Measures
PEO Pay Ratio Disclosure
PEO Pay Ratio Disclosure In accordance with SEC rules, we are providing the ratio of the annual total compensation of our PEO to the annual total compensation of our median employee. Fiscal 2024 Pay Ratio. Our identified median employee had annual total compensation for fiscal 2024 of $44,029. Comparing this to the annual total compensation of our PEO of $2,070,123, our pay ratio was 47:1. Pay Ratio Methodology. Our pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the following methodology: We used gross wages as of December 31, 2024 as our consistently applied compensation measure, with respect to all full-time, part-time, temporary and seasonal employees, and then identified a median from this group. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
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 2024 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 | $98,500 | $24,975 | $— | $— | $— | $14,614 | $138,089 | | Noe G. Valles | $81,000 | $24,975 | $— | $— | $— | $14,515 | $120,490 | | Kyle R. Wargo | $87,250 | $24,975 | $— | $— | $— | $14,359 | $126,584 | | LaDana R. Washburn | $81,000 | $24,975 | $— | $— | $— | $14,736 | $120,711 |
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 2024 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: $3,215 for Mr. Campbell, $3,193 for Mr. Valles, $3,159 for Mr. Wargo, and $3,242 for Ms. Washburn. |