DEF 14A of Ameris Bancorp
Filed Apr 23, 2025 · FY20240001140361-25-015043
Director Nominees
Director Nominees At the Annual Meeting, shareholders are being asked to elect each of the director nominees identified below to serve as a director until the 2026 Annual Meeting and until his or her successor is duly elected and qualified.
Director Nominees
| Name | Age | Ameris Director Since | Primary Occupation | Independent | | William I. Bowen, Jr. | 60 | November 2014 | Partner and President of Bowen Donaldson Home for Funerals | | | Rodney D. Bullard | 50 | July 2019 | Chief Executive Officer of The Same House | | | Wm. Millard Choate | 72 | July 2019 | Founder and Chairman of Choate Construction Company | | | Leo J. Hill | 69 | January 2013 | Founder and Owner of Advisor Network Solutions, LLC | | | Daniel B. Jeter | 73 | April 1997 | Chairman and Co-Owner of Standard Discount Corporation | | | Robert P. Lynch | 61 | February 2000 | Vice President and Chief Financial Officer of Lynch Management Company | | | Claire E. McLean | 45 | February 2024 | Chief Operating Officer and Executive Vice President of Preferred Capital Securities, LLC | | | James B. Miller, Jr. | 85 | July 2019 | Chairman of the Ameris Board of Directors | | | H. Palmer Proctor, Jr. | 57 | July 2019 | Chief Executive Officer of Ameris and the Bank | | | William H. Stern | 68 | November 2013 | President and Chief Executive Officer of Stern Development | |
Director Nominees
R. Dale Ezzell, Elizabeth McCague and Gloria O’Neal have served as directors since May 2010, August 2016 and July 2019, respectively, and each will retire upon the Annual Meeting.
Director Nominees
| 4 | AMERIS BANCORP 2025 PROXY STATEMENT |
Proposal 1 − Election of Directors
Proposal 1 − Election of Directors The Board is asking that our shareholders elect each of the 10 director nominees identified in the table below to serve as a director until the 2026 Annual Meeting and until his or her successor is duly elected and qualified or until his or her earlier resignation, removal from office or death. See “Board of Directors — Board Members” for more information regarding each of the director nominees. The Company requires majority voting in uncontested director elections. As a result, each director will be elected by a majority of the votes cast at the Annual Meeting, meaning that the number of shares voted “for” a director nominee must exceed the votes cast “against” such director nominee. In an uncontested election, if an incumbent director nominee does not receive a greater number of such shares voted “for” such director than the number of such shares voted “against” such director, then our Bylaws require that such director promptly tender his or her resignation to the Board, the effectiveness of which shall be conditioned upon, and subject to, acceptance by the Board. In that situation, the Corporate Governance and Nominating Committee of the Board (the “Corporate Governance and Nominating Committee”) would make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether to take other action. Within 90 days from the date the election results are certified, the Board will act on the Corporate Governance and Nominating Committee’s recommendation and will publicly disclose its decision and the rationale behind it. In a contested election, which is an election in which the number of director nominees exceeds the number of directors to be elected ten days before the mailing of the Company’s definitive proxy statement, director nominees are elected by a plurality of the votes cast. The following table provides summary information about each director nominee, all of whom currently serve on our Board.
Proposal 1 − Election of Directors
| Name | Age | Ameris Director Since | Primary Occupation | AC | CC | NC | EC | ERC | CRC | | William I. Bowen, Jr.* | 60 | November 2014 | Partner and President of Bowen Donaldson Home for Funerals | | | | | | | | Rodney D. Bullard* | 50 | July 2019 | Chief Executive Officer of The Same House | | | | | | | | Wm. Millard Choate* | 72 | July 2019 | Founder and Chairman of Choate Construction Company | | | | | | CH | | Leo J. Hill* | 69 | January 2013 | Founder and Owner of Advisor Network Solutions, LLC | | CH | | | | | | Daniel B. Jeter* | 73 | April 1997 | Chairman and Co-Owner of Standard Discount Corporation | | | | | | | | Robert P. Lynch* | 61 | February 2000 | Vice President and Chief Financial Officer of Lynch Management Company | CH FE | | | | | | | Claire E. McLean* | 45 | February 2024 | Chief Operating Officer and Executive Vice President of Preferred Capital Securities, LLC | | | | | | |
Proposal 1 − Election of Directors
| AMERIS BANCORP 2025 PROXY STATEMENT | 11 |
Proposal 1 − Election of Directors
| Name | Age | Ameris Director Since | Primary Occupation | AC | CC | NC | EC | ERC | CRC | | James B. Miller, Jr. | 85 | July 2019 | Chairman of the Ameris Board of Directors | | | | | | | | H. Palmer Proctor, Jr. | 57 | July 2019 | Chief Executive Officer of Ameris and the Bank | | | | CH | | | | William H. Stern* | 68 | November 2013 | President and Chief Executive Officer of Stern Development | | | CH | | | |
Proposal 1 − Election of Directors
| * Independent |
Proposal 1 − Election of Directors
AC = Audit Committee Member CC = Compensation Committee Member NC = Corporate Governance and Nominating Committee Member EC = Executive Committee Member ERC = Enterprise Risk Committee Member CRC = Credit Risk Committee Member CH = Committee Chair FE = Audit Committee Financial Expert Proxies cannot be voted at the Annual Meeting for a greater number of persons than the number of director nominees named above. Unless otherwise directed, the persons named as proxies in the enclosed form of proxy intend to vote “FOR” the election of each director nominee. If any such nominee for any reason should not be available as a candidate for director, then votes will be cast pursuant to authority granted by the enclosed proxy for such other candidate or candidates as may be nominated by the Board. The Board is unaware of a nominee who is unable to serve as a director or will decline to serve as a director, if elected.
Proposal 1 − Election of Directors
| The Board recommends a vote “FOR” the election of the nominated directors. Proxies will be voted “FOR” the election of the director nominees named above unless otherwise specified. |
Board Members
Board Members Our Bylaws provide that the Board will consist of not fewer than seven directors nor more than 15 directors, with the specific number of directors within such range being fixed by action of the Board from time to time. We currently have 13 directors. R. Dale Ezzell, Elizabeth McCague and Gloria O’Neal have served as directors since May 2010, August 2016 and July 2019, respectively, and each will retire upon the Annual Meeting, resulting in three vacancies. The Corporate Governance and Nominating Committee and the Board may in the future choose to fill some or all of such vacancies or to reduce the size of the Board. We are grateful to Mr. Ezzell, Ms. McCague and Ms. O’Neal for their many years of distinguished service to the Company. The individual biographies below provide information about each director nominee, including information about such individual’s business experience, director positions held currently or at any time during the last five years, and the experiences, attributes or skills that caused the Corporate Governance and Nominating Committee and our Board to determine that such individual should be nominated to serve as a director. Each of the director nominees has been recommended by the Corporate Governance and Nominating Committee, and nominated by the Board, for election as a director at the Annual Meeting.
Board Members
| | WILLIAM I. BOWEN, JR. | | | | Age: 60 Director since: November 2014 Ameris Bancorp November 2014 Ameris Bank | Board Committees: Corporate Governance and Nominating Credit Risk | | Background Mr. Bowen resides in our Tifton, Georgia market, and he currently serves as Chairman of the community board of the Bank for that market. He has served as a member of the community board since 2012. Mr. Bowen is a partner and the President of Bowen Donaldson Home for Funerals. He also serves as managing partner of Bowen Farming Enterprises, LLC, a timber, cattle, cotton and peanut farming operation, Bowen Land and Timber, LLC, Bowen Family Partnership and Fulwood Family Partnership, a farming and real estate development firm. He also serves as Vice Chairman of Tift Regional Medical Center, Chairman of Southwell Ambulatory and Chairman of the Georgia Board of Funeral Service. Mr. Bowen holds a bachelor’s degree in business administration from the University of Georgia. His extensive business experience and knowledge of the local economy, as well as his expertise in the real estate and farming industries, make Mr. Bowen a valuable resource for the Board. | | |
Board Members
| 20 | AMERIS BANCORP 2025 PROXY STATEMENT |
Board Members
| | RODNEY D. BULLARD | | | | Age: 50 Director since: July 2019 Ameris Bancorp July 2019 Ameris Bank | Board Committees: Compensation Credit Risk | | Background Prior to the Company’s acquisition of Fidelity, Mr. Bullard served as a director of Fidelity and Fidelity Bank since 2018. He is the Chief Executive Officer of The Same House, a public benefit corporation dedicated to furthering economic mobility and bridging social division, which he established in January 2023. Previously, he led Global Social Responsibility at Chick-fil-A, Inc., which included Vice President of Corporate Social Responsibility for Chick-fil-A, Inc., and served as Executive Director of Chick-fil-A Foundation from 2011 to 2022. Mr. Bullard served as Assistant United States Attorney for the Northern District of Georgia from 2009 to 2011 and as Legislative Liaison/Counsel in the Office of the Secretary of the Air Force, The Pentagon from 2006 to 2009. Mr. Bullard’s qualifications to serve as director include degrees earned in the Advanced Management Program from Harvard Business School; master of business administration degree from Terry College of Business, University of Georgia; and juris doctor degree from Duke Law School, and his various business and legal positions held during his career. | | |
Board Members
| | WM. MILLARD CHOATE | | | | Age: 72 Director since: July 2019 Ameris Bancorp July 2019 Ameris Bank | Board Committees: Audit Credit Risk (Chair) | | Background Prior to the Company’s acquisition of Fidelity, Mr. Choate served as a director of Fidelity and Fidelity Bank since 2010. Mr. Choate is the founder and currently serves as Chairman of Choate Construction Company, a commercial construction and interior construction firm founded in Atlanta, Georgia in 1989. Mr. Choate holds bachelor’s degrees in economics and business from Vanderbilt University. The experience Mr. Choate received founding his company and establishing all operations, procedures, banking, insurance and bonding relationships, marketing, preconstruction estimating and technology, in addition to his degrees in economics and business, qualify him to serve as a director. | | |
Board Members
| AMERIS BANCORP 2025 PROXY STATEMENT | 21 |
Board Members
| | LEO J. HILL | | | | Age: 69 Director since: January 2013 Ameris Bancorp January 2013 Ameris Bank | Board Committees: Compensation (Chair) Corporate Governance and Nominating Executive | | Background Mr. Hill has served as the Board’s Lead Independent Director since September 2019. Mr. Hill is the founder and owner of Advisor Network Solutions, LLC, a consulting services firm, and he currently serves as Lead Independent Director of Transamerica Mutual Funds. Prior to his service with Transamerica, Mr. Hill held various positions in banking, including Senior Vice President and Senior Loan Administration Officer for Wachovia Bank of Georgia’s southeastern corporate lending unit, President and Chief Executive Officer of Barnett Treasure Coast Florida with Barnett Banks and Market President of Sun Coast Florida with Bank of America. He has a bachelor’s degree in management and a master’s degree in finance, both from Georgia State University, and he has completed Louisiana State University’s Graduate School of Banking. With his wide-ranging professional and banking background, he brings a wealth of business and management experience to the Board. | | |
Board Members
| | DANIEL B. JETER | | | | Age: 73 Director since: April 1997 Ameris Bancorp April 2002 Ameris Bank | Board Committees: Compensation Enterprise Risk | | Background Mr. Jeter served as the Board’s Lead Independent Director from July 2019 to September 2019, and from January 2018 to September 2018. Prior to first serving as Lead Independent Director in 2018, and again in late 2018 through June 2019, he served as Chairman of the Board of the Company and of the board of directors of the Bank from May 2007 through December 2017. He also serves on the community bank board for the Company’s Moultrie, Georgia market. Mr. Jeter is the Chairman and co-owner of Standard Discount Corporation, a family-owned consumer finance company. He joined Standard in 1979 and is an officer and director of each of Standard’s affiliates, including Colquitt Loan Company, Globe Loan Company of Hazelhurst, Globe Loan Company of Tifton, Globe Loan Company of Moultrie, Peach Finance Company, Personal Finance Service of Statesboro and Globe Financial Services of Thomasville. He is co-owner of Classic Insurance Company and President of Cavalier Insurance Company, both of which are re-insurance companies. Mr. Jeter is also a partner in a real estate partnership that develops owner-occupied commercial properties for office and professional use. He serves as a director and an officer of the Georgia Industrial Loan Corporation and as a director of Allied Business Systems. He received a bachelor’s degree in business administration from the University of Georgia. Mr. Jeter’s extensive experience in financial services, with a particular emphasis on lending activities, gives him invaluable insight into, and affords him a greater understanding of, the Company’s operations in his service as a director. | | |
Board Members
| 22 | AMERIS BANCORP 2025 PROXY STATEMENT |
Board Members
| | ROBERT P. LYNCH | | | | Age: 61 Director since: February 2000 Ameris Bancorp February 2006 Ameris Bank | Board Committees: Audit (Chair) Credit Risk | | Background Mr. Lynch is the Vice President and Chief Financial Officer of Lynch Management Company, which owns and manages three automobile dealerships located in Jacksonville, Florida. He has been with Lynch Management Company for more than 40 years. Mr. Lynch’s family also owns and operates Shadydale Farm, a beef cattle operation located in Shady Dale, Georgia. He holds a bachelor’s degree in business administration from the University of Florida. Mr. Lynch resides in our Jacksonville, Florida market and currently serves as a member of the community board of the Bank for that market. His business experience is extensive and varied, which gives him a firsthand understanding of the challenges faced by not only the Company but also its commercial customers, as well as opportunities available to the Company and its commercial customers. This understanding informs his service as a director and is a key benefit to the Board. | | |
Board Members
| | CLAIRE E. MCLEAN | | | | Age: 45 Director since: February 2024 Ameris Bancorp February 2024 Ameris Bank | Board Committees: Audit Enterprise Risk | | Background Ms. McLean has served as Chief Operating Officer and Executive Vice President of Preferred Capital Securities, LLC and as President of its affiliate, Preferred Shareholder Services, since September 2023. Preferred Capital Services is an independent, third-party managing broker-dealer focused on the wholesale distribution of alternative investments to independent broker-dealers and registered investment advisors across the United States and Puerto Rico. Ms. McLean began her career in public accounting in September 2003 at Ernst & Young LLP, where she ultimately served as managing director in the Assurance Services practice from July 2018 until September 2023. She holds a bachelor of science and a master of accountancy from Auburn University. Ms. McLean’s extensive finance and accounting experience qualifies her to serve as a director. | | |
Board Members
| AMERIS BANCORP 2025 PROXY STATEMENT | 23 |
Board Members
| | JAMES B. MILLER, JR. | | | | Age: 85 Director since: July 2019 Ameris Bancorp July 2019 Ameris Bank | Board Committees: Executive | | Background Mr. Miller has served as Chairman of the Board since July 2019. Prior to the Company’s acquisition of Fidelity, Mr. Miller served as Chairman of the Board and Chief Executive Officer of Fidelity since its inception in 1979. He graduated from Florida State University and Vanderbilt Law School. Mr. Miller served as a civilian army lawyer at Redstone Arsenal Facility in Huntsville, Alabama. He clerked at the Florida Supreme Court and served as Chairman of Ageka Wohnungsbau GmbH in Berlin, Germany, and other family investment companies since 1971. Mr. Miller was elected a director of Fidelity Bank in 1976. He has served on many community boards including serving as Chairman of the Dekalb County pension board for 20 years. He previously served as a director of Interface, Inc. and now serves as a director of American Software, Inc. | | | | Our Bylaws exclude Mr. Miller from the Company’s requirement for directors to retire from the Board at the annual meeting of the shareholders following the date that the director reaches age 75. Mr. Miller’s many years of successful leadership with Fidelity qualify him to serve as a director of the Company. | | |
Board Members
| | H. PALMER PROCTOR, JR. | | | | Age: 57 Director since: July 2019 Ameris Bancorp July 2019 Ameris Bank | Board Committees: Executive (Chair) | | Background Mr. Proctor has served as Chief Executive Officer of Ameris Bancorp and Ameris Bank since July 2019, and as Vice Chairman of the Board since July 2022. Prior to the Company’s acquisition of Fidelity, Mr. Proctor served as President of Fidelity since April 2006, as Chief Executive Officer of Fidelity Bank since April 2017, as President of Fidelity Bank since October 2004, and as a director of Fidelity and Fidelity Bank since 2004. Mr. Proctor also has served as a director of Brown and Brown, Inc., an independent insurance intermediary, since 2012, and serves as a member of the Advisory Board of Allied Financial and a director of Choate Construction Company and Inspire Brands. Mr. Proctor also served as Chairman of the Georgia Bankers Association from 2017 to 2018. With experience as an executive of Fidelity and the Company, Mr. Proctor offers expertise in financial services and a unique understanding of our markets, operations and competition, all of which qualifies him to serve as a director. | | | | Mr. Proctor’s employment agreement with the Company provides that Mr. Proctor will serve as a member of the boards of directors of Ameris and the Bank. | | |
Board Members
| 24 | AMERIS BANCORP 2025 PROXY STATEMENT |
Board Members
| | WILLIAM H. STERN | | | | Age: 68 Director since: November 2013 Ameris Bancorp November 2013 Ameris Bank | Board Committees: Compensation Corporate Governance and Nominating (Chair) Executive | | Background Mr. Stern has been President and Chief Executive Officer of Stern Development, a real estate development firm doing work throughout the Southeast, since 1980. He currently serves as Chairman of the Board of the South Carolina State Ports Authority and as a member of the board of the South Carolina Coordinating Council for Economic Development. Mr. Stern currently serves as Chairman of the Bank’s community board for the State of South Carolina. His knowledge of the real estate industry, in addition to his extensive business experience and economic background, makes Mr. Stern a valuable resource for the Board. | | |
Board Members
| AMERIS BANCORP 2025 PROXY STATEMENT | 25 |
Director Compensation
Director Compensation The objectives of our non-employee director compensation program are to attract highly qualified individuals to serve on the Board and to appropriately align the interests of the Company’s directors with those of our shareholders. The Compensation Committee reviews the non-employee director compensation program periodically to ensure that it continues to meet these objectives. In order to determine whether the director compensation program is competitive, the Compensation Committee considers peer group and general market information on program design provided by its independent compensation consultant, as well as the significant amount of time that directors expend in fulfilling their duties to the Company and the skill level required by members of the Board. Directors who are employees of the Company do not receive additional compensation for serving as directors of the Company. For 2024, non-employee director compensation is comprised of the following components:
Director Compensation
| • | Annual Cash Retainer — each non-employee director receives an annual cash retainer at a rate of $60,000 per year. |
Director Compensation
| • | Annual Equity Retainer — each non-employee director receives an annual award of time-based restricted stock with a value of approximately $85,000 per year. The restricted stock award vests on the earlier of: (i) the one-year anniversary of the date of grant; and (ii) the date of the Company’s next annual meeting of shareholders. |
Director Compensation
| • | Non-executive Chair — receives an additional annual cash retainer at a rate of $80,000 per year. |
Director Compensation
| • | Lead Independent Director — receives an additional annual cash retainer at a rate of $45,000 per year. |
Director Compensation
| • | Committee Chair Retainer — the chair of each committee, if not an employee of the Company, receives an additional annual cash retainer at the rate set forth below: |
Director Compensation
| - | Audit Committee — $30,000 per year. |
Director Compensation
| - | Compensation Committee — $20,000 per year. |
Director Compensation
| - | Corporate Governance and Nominating Committee — $20,000 per year. |
Director Compensation
| - | Enterprise Risk Committee — $30,000 per year. |
Director Compensation
| - | Executive Committee — $10,000 per year. |
Director Compensation
| - | Credit Risk Committee — $10,000 per year. |
Director Compensation
| - | Community Boards — each non-employee director with membership on one of the Bank’s community boards receives an additional monthly fee of $400, or $600 if serving as chair. |
Director Compensation
Cash retainers payable to non-employee directors are prorated in any year in which the Board or committee chair appointment is not effective for the entirety of such year.
Director Compensation
| 28 | AMERIS BANCORP 2025 PROXY STATEMENT |
Director Compensation Table
Director Compensation Table The Director Compensation Table below sets forth the total compensation earned by directors for the fiscal year ended December 31, 2024. Mr. Proctor, who is also a named executive officer, is not included in the table below. Compensation paid to Mr. Proctor is presented in the Summary Compensation Table included under “Executive Compensation – Compensation Tables – Summary Compensation Table” (the “Summary Compensation Table”).
Director Compensation Table
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation(2) | Total | | William I. Bowen, Jr. | $67,200 | $85,031 | $ — | $ — | $ — | $1,521 | $153,752 | | Rodney D. Bullard | $60,000 | $85,031 | $— | $— | $— | $1,521 | $146,552 | | Wm. Millard Choate | $70,000 | $85,031 | $— | $— | $— | $1,521 | $156,552 | | R. Dale Ezzell | $60,000 | $85,031 | $— | $— | $— | $1,521 | $146,552 | | Leo J. Hill | $125,000 | $85,031 | $— | $— | $— | $1,521 | $211,552 | | Daniel B. Jeter | $64,800 | $85,031 | $— | $— | $— | $1,521 | $151,352 | | Robert P. Lynch | $94,800 | $85,031 | $— | $— | $— | $1,521 | $181,352 | | Elizabeth A. McCague | $90,000 | $85,031 | $— | $— | $— | $1,521 | $176,552 | | Claire E. McLean | $48,607 | $112,693 | $— | $— | $— | $— | $161,300 | | James B. Miller, Jr. | $140,000 | $85,031 | $— | $— | $— | $731,521 | $956,552 | | Gloria A. O’Neal | $60,000 | $85,031 | $— | $— | $— | $1,521 | $146,552 | | William H. Stern | $87,200 | $85,031 | $— | $— | $— | $1,521 | $173,752 | | Jimmy D. Veal(3) | $45,800 | $— | $— | $— | $— | $1,521 | $47,321 |
Director Compensation Table
| (1) The stock award amount represents the fair value of stock awards as calculated in accordance with GAAP. For Board service commencing on June 6, 2024 and continuing until the Annual Meeting, each non-employee director was granted 1,786 shares of restricted Common Stock with an aggregate value of $85,031 and a fair value of $47.61 per share (which was the closing price per share of the Common Stock on the date of grant). The shares vest on the earlier of June 6, 2025, and the date of the Annual Meeting, provided that the grantee continues to serve as a director of the Company through the vesting date. Ms. McLean was granted an additional 581 shares of Common Stock, with an aggregate value of $27,662 and a fair value of $47.61 per share (which was the closing price per share of the Common Stock on the date of grant), for her Board service from February 2024 (when she was first appointed as a director) until June 6, 2024, which shares were vested upon grant. For the valuation assumptions underlying the stock awards, see Note 14 to the Company’s consolidated financial statements included in the 2024 Form 10-K. As of December 31, 2024, each non-employee director held 1,786 shares of restricted Common Stock. |
Director Compensation Table
| (2) For all non-employee directors other than Mr. Miller, represents dividends paid on restricted stock upon vesting. For Mr. Miller, represents: (i) $730,000 paid pursuant to the Miller Split Dollar Termination Agreement (as defined below); and (ii) $1,521 in dividends paid on restricted stock upon vesting. |
Director Compensation Table
| (3) Mr. Veal retired from the Board upon the expiration of his term at the 2024 Annual Meeting. |
Director Compensation Table
| AMERIS BANCORP 2025 PROXY STATEMENT | 29 |
Director Compensation Table
Agreements with James B. Miller, Jr. In connection with the Company’s acquisition of Fidelity, the Company and the Bank entered into an employment agreement with Mr. Miller (the “Miller Employment Agreement”), pursuant to which Mr. Miller was employed by the Company from July 1, 2019, through June 30, 2022. The Miller Employment Agreement includes a perpetual nondisclosure covenant and customary indemnification and expense advancement provisions. Except for the foregoing, all amounts payable under the Miller Employment Agreement were paid prior to January 1, 2024. The Miller Employment Agreement originally provided that the Company would maintain, during Mr. Miller’s lifetime, life insurance policies in the aggregate face amount of $8.0 million; however, on March 1, 2023, the Company and Mr. Miller entered into the Split Dollar Termination Agreement (the “Miller Spilt Dollar Termination Agreement”), which amended the Miller Employment Agreement to terminate this obligation of the Company effective as of such date, with the Company entitled to receive the death benefits provided for under such policies as a result. The Miller Split Dollar Termination Agreement further provides that, in connection with such termination, the Company will pay to Mr. Miller an amount equal to approximately $3.8 million, subject to payroll withholding, payable in: (i) three installments of $1.0 million in each of July 2023, 2024 and 2025; and (ii) one installment of approximately $800,000 in July 2026. Payment of this amount is not expected to result in an expense to the Company, as it has been fully accrued and the policies’ aggregate net amount at risk is approximately half of the aggregate death benefits to which the Company would become entitled. Notwithstanding the payment schedule set out in the Miller Split Dollar Termination Agreement, if the Company reasonably believes that Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), would prevent the Company from receiving a deduction for any portion of such payments (the “Section 162(m) Limitation”), then such portion will instead be paid in the first calendar quarter of the year in which the Company reasonably anticipates being able to receive such deduction. Due to the Section 162(m) Limitation, the Company: (i) did not pay to Mr. Miller the $1,000,000 payment in July 2023; and (ii) paid to Mr. Miller a payment of $730,000 in July 2024. In accordance with the Miller Split Dollar Termination Agreement, including the Section 162(m) Limitation, the Company will pay to Mr. Miller the unpaid portion of the amounts otherwise payable under the Miller Split Dollar Termination Agreement in the first calendar quarter of the year in which the Company reasonably anticipates being able to receive such deduction.
Director Compensation Table
| 30 | AMERIS BANCORP 2025 PROXY STATEMENT |
Compensation Discussion and Analysis
| - | the role of compensation consultants; and |
Compensation Discussion and Analysis
| - | benchmarking and other market analyses; |
Compensation Discussion and Analysis
| - | how we determine the levels or payout opportunities for each element; and |
Compensation Philosophy and the Objectives of Our Executive Compensation Program
| • | Providing a strong link between pay and performance by using cash- and equity-based incentives to reward for the achievement of short- and long-term goals that align with the Company’s strategic priorities. |
Compensation Philosophy and the Objectives of Our Executive Compensation Program
| • | Competitive Compensation Opportunity. Our compensation levels are benchmarked to peers and industry comparators that are comparable to the Company in terms of factors such as asset size, geography and business model. We target annual pay levels for our NEOs based on a competitive range between the 50th and 75th percentiles of this market data. |
Compensation Philosophy and the Objectives of Our Executive Compensation Program
| • | Well-Balanced Executive Compensation Program. The structure of our executive compensation program includes a balanced mix of cash and equity compensation with a strong emphasis on performance-based and at-risk compensation. |
Compensation Philosophy and the Objectives of Our Executive Compensation Program
| • | Performance-Based Long-Term Incentives. To strengthen the alignment between pay and performance and ensure retention of key talent, 60% of our equity-based long-term incentive compensation awarded in 2024 is tied to the achievement of longer-term (three-year) financial and strategic goals, while 40% of our equity-based long-term incentive compensation awarded in 2024 is tied to restricted stock awards that vest in equal installments over a three-year period from the date of grant. |
Compensation Philosophy and the Objectives of Our Executive Compensation Program
| • | Limited Perquisites. We provide our NEOs with minimal perquisites that are consistent with competitive market practice. |
Compensation Philosophy and the Objectives of Our Executive Compensation Program
| • | Independent Decision Makers. Our Compensation Committee of independent directors works closely with an independent compensation consultant to monitor our executive compensation program to ensure alignment with market trends and practices, our business plans and long-term strategy, and the interests of our shareholders. |
What Our Executive Compensation Program is Designed to Reward
What Our Executive Compensation Program is Designed to Reward Our executive compensation program uses different components to reward different performance considerations. Base salary is provided to reward each executive for daily contributions and the application of his or her knowledge, experience and talent to the success of the Company. Base salary is also a reflection of the external value of each executive’s position in the job market and the internal value of his or her assigned roles and responsibilities to the success and ongoing viability of the Company. Annual incentives are provided to focus performance on the key strategic short-term objectives defined and established on an annual basis. These incentives are strongly linked to the success of achieving annual performance objectives and provide each executive with cash rewards commensurate with the Company’s annual performance and the Board’s assessment of the executive’s personal performance. Long-term incentives reward executives for the longer-term success of the Company. In 2024, the Company granted long-term incentives in the form of time-based restricted stock and performance stock units. This equity-based compensation rewards executives for the long-term performance of the Company and maintains the alignment between executive compensation levels and shareholder value.
Elements of Compensation
Base Salary It is the Company’s philosophy that employees be paid a base salary that is competitive with the salaries paid by comparable organizations based on each employee’s experience, performance and any other unique factors or qualifications. Generally, the Company has chosen to position cash compensation in a range around market median levels in order to remain competitive in attracting and retaining executive talent. The range is also benchmarked, and employees are paid within the market benchmarked range based on their unique situation. Actual base salaries paid vary within a range based on performance over time. The allocation of total cash compensation between base salary and annual bonus or incentives is based on a variety of factors. In addition to the market positioning of the base salary and the mix of total compensation, the Compensation Committee also takes into consideration the following:
Elements of Compensation
Annual Incentives The Compensation Committee believes a formalized annual incentive plan with well-defined and clearly communicated objectives strengthens the link between performance and compensation. The 2024 annual incentive plan was developed to subject a meaningful portion of our NEOs’ cash compensation to achievement of pre-established performance targets to ensure the continued alignment of executive compensation, Company performance and strategic goal attainment. Annual incentive cash payouts reflect the extent to which annual targets for performance goals are met or exceeded. Targets for performance goals are set with the intent that achievement will ultimately result in enhancement to shareholder value. When determining the targets, the Compensation Committee considers past financial performance of the Company and its internal estimates of the current year’s planned financial performance. Growth expectations as well as improved profitability and operating efficiencies are the gauge by which meaningful targets are set and executive performance is measured. The Compensation Committee uses three performance levels when setting cash incentive targets: “Threshold”, “Target” and “Maximum”. The performance levels are set relative to the prior fiscal year’s actual results and current fiscal year projections. The Compensation Committee expects the Company to achieve or exceed the Target level of performance, which is intended to be a stretch target. The Threshold performance level is the minimum performance level required for any cash incentive payout, while the Maximum level of performance is set at a high level of performance that requires significant efforts and exceptional execution to achieve.
Elements of Compensation
For 2024, achievement by the NEOs at Threshold pays out at 50% of the performance goal’s weight. Achievement at Target pays out between a range of 100% and 120% of the performance goal’s weight. Achievement at Maximum pays out at 170% (the maximum achievement level or “cap”) of the performance goal’s weight. Actual results are prorated based on where they fall along the continuum from the Threshold amount through the Target amount, from the Target Minimum (100%) through the Target Maximum (120%), and from the Target amount through the Maximum amount. In addition to the performance measures listed above, the Compensation Committee retains the ability to apply negative discretion to reduce the incentive payout, if needed. Also, total payouts can be adjusted by +/- 10% based on individual performance assessments in order to differentiate payouts based on individual contributions. During the first quarter of 2024, the Compensation Committee established the Target percentage of base salary for each of the NEOs. The Compensation Committee used the 2024 base salary in calculating the annual incentive award payments. The following chart shows the range of annual incentive award opportunities expressed as a percentage of salary for the NEOs.
Elements of Compensation
Calculating Annual Incentive Awards The following formula was used to calculate the payment that could be awarded to NEOs under the 2024 annual incentive award program: Base Salary x Target Percentage of Base Salary x Company Achievement x Individual Performance
Elements of Compensation
| | 33% Weight Credit Quality | 34% Weight ROA(2) | 33% Weight Efficiency Ratio | | Threshold | 0.50% | 25th percentile | 59.00% | | Target Minimum | 0.40% | 50th percentile | 56.00% | | Target Maximum | 0.35% | 60th percentile | 55.00% | | Maximum | 0.25% | 75th percentile | 52.00% | | Actual | 0.42%(1) | 1.38% | 53.88% | | Actual Payout Percentage | 90.00% | 170.00% | 138.67% | | Total Weighted Payout = 133.26% | | | |
Elements of Compensation
The Company achieved: (i) above Threshold but below Target with respect to Credit Quality; (ii) above Maximum with respect to ROA; and (iii) above Target but below Maximum with respect to Efficiency Ratio. Based on the weighted operating performance results relative to the Targets established for 2024, a 133.26% achievement factor was reached, compared with the targeted payout factor of 100%. The Compensation Committee believes these incentive payments are aligned with the Company’s business results and compensation philosophy. In deciding the amount of the incentive award, the Compensation Committee can consider, among other things, the Company’s overall performance and the individual participant’s specific contributions and performance throughout the performance period, as well as any actual or perceived inappropriate risks taken by participants. Individual performance criteria for all NEOs in 2024 was reviewed, and based on guidance from the Chief Executive Officer, the Compensation Committee determined to apply the 10% individual performance adjustment to the formulaic calculations for the NEOs other the Chief Executive Officer, with Mr. Creasy receiving a total individual performance adjustment of 13.5% in recognition of other peer and market considerations. Without the Chief Executive Officer present, the Compensation Committee determined that his outstanding performance also warranted a 10% individual performance adjustment to the payout. Annual incentive payouts for 2024 performance for the NEOs are listed below.
Elements of Compensation
| Named Executive Officer | Base Salary X | Target (% of salary) X | Company Achievement X | Individual Performance = | Actual Incentive Payout | | H. Palmer Proctor, Jr. | $975,000 | 110.00% | 133.26% | 110.00% | $1,572,135 | | Nicole S. Stokes | $525,000 | 75.00% | 133.26% | 110.00% | $577,182 | | Lawton E. Bassett, III | $500,000 | 65.00% | 133.26% | 110.00% | $476,405 | | James A. LaHaise | $500,000 | 75.00% | 133.26% | 110.00% | $549,698 | | Ross L. Creasy | $435,000 | 65.00% | 133.26% | 113.50% | $427,660 |
Elements of Compensation
2024 Long-Term Equity Awards The Compensation Committee believes that the Company’s executive compensation program should include a significant equity-based component because this best aligns the interests of our executives with those of our shareholders. The Company’s employees and non-employee directors may participate in the Ameris Bancorp 2021 Omnibus Equity Incentive Plan (the “2021 Plan”), under which the 2024 equity awards were issued. Awards may be granted under the 2021 Plan from time to time and may be in the form of options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance units, performance awards and other stock-based awards. The 2021 Plan was approved by the Company’s shareholders at the 2021 Annual Meeting held on June 10, 2021, and amended by the Compensation Committee, effective July 26, 2022. Such amendment provides that a change in control under the 2021 Plan includes any reorganization, merger or consolidation in which a majority of the Company’s directors prior to such reorganization, merger or consolidation constitute less than a majority of the members of the board of directors (or equivalent governing body) of the company resulting from such reorganization, merger or consolidation. The 2021 Plan replaced the Ameris Bancorp 2014 Omnibus Equity Compensation Plan (the “2014 Plan”). All awards outstanding under the 2014 Plan as of June 10, 2021, the date of shareholder approval of the 2021 Plan, remained in full force and effect under the 2014 Plan according to their respective terms. The Compensation Committee carefully considers the following factors when determining the type and amount of equity to award:
Elements of Compensation
| • | Proportion of total compensation on an annual basis consisting of equity awards; and |
Elements of Compensation
| • | Market data for the annual value of equity awarded to comparable positions. |
Elements of Compensation
We consider long-term equity-based compensation to be critical to the alignment of executive compensation with shareholder value creation. Therefore, a market competitive, long-term equity-based incentive component is an integral part of our overall executive compensation program. The total long-term incentive award in a given year is based on a targeted dollar value that is then converted into the specific equity awards. The following chart reflects the 2024 Target award opportunities for each NEO.
Elements of Compensation
| Named Executive Officer | LTI Target | | H. Palmer Proctor, Jr. | $2,800,000 | | Nicole S. Stokes | $600,000 | | Lawton E. Bassett, III | $500,000 | | James A. LaHaise | $600,000 | | Ross L. Creasy | $500,000 |
Elements of Compensation
| • | Performance Stock Units (60% of long-term incentive award) – All NEOs received performance stock units on February 21, 2024. These performance stock units are awards that will be earned based upon the Compensation Committee’s assessment of the performance achievement of two, equally-weighted long-term financial objectives. The following scale applies to all performance stock unit awards: (i) Threshold performance will result in the NEOs earning 50% of the shares; (ii) Target performance will result in the NEOs earning 100% of the shares; and (iii) Maximum performance will result in the NEOs earning 200% of the shares. Failure to attain the Threshold level of performance will result in the forfeiture of all shares potentially issuable in connection with such performance stock unit awards. |
Elements of Compensation
| - | Fifty percent of the award was based on relative three-year TBV Growth, exclusive of the impact of changes in accumulated other comprehensive income (“AOCI”), of the Company ranked in terms of a percentile in relation to the three-year TBV Growth, exclusive of changes in AOCI, for the same period of a peer group consisting of the companies comprising the KBW Nasdaq Regional Banking Index (“KRX”) objectives. In addition, the performance stock unit awards have a relative Total Shareholder Return (“TSR”) modifier comparing the TSR of the Company to that of the KRX. The Targets and corresponding performance range requires meaningful growth over the three-year performance period. Elsewhere in this Proxy Statement, we also refer to these awards as Tangible Book Value Performance Stock Units or “TBV PSUs.” |
Elements of Compensation
| - | Fifty percent of the award was based on relative return on tangible common equity (“ROTCE”), exclusive of changes in AOCI, of the Company ranked in terms of a percentile in relation to the three-year ROTCE, exclusive of changes in AOCI, for the same period of a peer group consisting of the companies comprising the KRX. In addition, the performance stock unit awards have a relative TSR modifier comparing the TSR of the Company to that of the KRX. Elsewhere in this Proxy Statement, we also refer to these awards as Return on Tangible Common Equity Performance Stock Units or “ROTCE PSUs.” |
Elements of Compensation
Dividend equivalents accrue, and are credited, with respect to the TBV PSU and ROTCE PSU awards to the extent dividends are paid on the Common Stock, but are paid out only when, and if, the award is earned. Awards earned will vest on December 31, 2026, which is the end of the three-year performance period, and shares in respect of such awards will become issuable upon the Compensation Committee’s certification of the Company’s performance for the performance period, which would be expected to occur in the first quarter of 2027. If the Company delivers three-year TSR that falls between the 25th and 75th percentiles, relative to the KRX, then no adjustment to the payout determined by the TBV Growth and ROTCE goals will be applied. However, if performance is below the 25th percentile of the KRX, then a 20% discount will be applied to the earned award. Further, if performance is above the 75th percentile of the KRX, then a 20% premium would be applied to the earned award. Regardless of performance, the total award cannot exceed 200% of Target.
Elements of Compensation
| • | Time-based Restricted Stock (40% of long-term incentive award) – Shares of restricted stock are awarded subject to transfer and vesting restrictions. Restricted stock awards are intended to build stock ownership and foster executive retention. All of the NEOs received restricted stock awards on February 21, 2024. All of these restricted stock awards have voting rights and vest in equal installments over a three-year period. Dividend equivalents on the restricted stock awards will accrue and be credited with respect to such awards to the extent dividends are paid on the Common Stock, but will only be paid out when, and if, such awards vest. |
Elements of Compensation
2022 – 2024 Performance Stock Units TBV PSUs. On December 31, 2024, the TBV PSUs which were issued to the NEOs on February 24, 2022 (the “2022 TBV PSUs”) vested and exceeded the Target but performance was below Maximum level of the TBV Growth performance condition, resulting in vesting of 174% of the target number of shares granted. A summary of the performance goals and actual results for the 2022 TBV PSUs is set forth below.
Elements of Compensation
| Performance Condition | 2022 Tangible Book Value Performance Stock Units | | | | | | Threshold | Target | Maximum | Actual | | TBV Growth(1) | $32.62 | $34.95 | $39.94 | $38.59 | | Incentive Payout | 25% | 100% | 200% | 174% |
Elements of Compensation
On February 20, 2025, the Compensation Committee certified the Company’s performance with respect to the TBV PSUs for the 2022-2024 performance period and the following number of shares of Common Stock was subsequently issued to the NEOs pursuant to the 2022 TBV PSUs to deliver a payout at approximately 174%:
Elements of Compensation
ROTCE PSUs. On December 31, 2024, the ROTCE PSUs which were issued to the NEOs on February 24, 2022 (the “2022 ROTCE PSUs”) exceeded the Maximum level of the ROTCE performance condition, resulting in vesting of 200% of the target number of shares granted. A summary of the performance goals and actual results for the 2022 ROTCE PSUs is set forth below.
Elements of Compensation
| Performance Condition | 2022 Relative Return on Tangible Common Equity Performance Stock Units | | | | | | Threshold | Target | Maximum | Actual | | ROTCE | 10.35% | 11.84% | 14.30% | 15.28% | | Incentive Payout | 25% | 100% | 200% | 200% |
Elements of Compensation
On February 20, 2025, the Compensation Committee certified the Company’s performance with respect to the ROTCE PSUs for the 2022-2024 performance period and the following number of shares of Common Stock was subsequently issued to the NEOs pursuant to the 2022 ROTCE PSUs to deliver a payout at the Maximum level (200%):
Elements of Compensation
| (ii) “good reason” means: (a) a material reduction in the employee’s rate of regular compensation from the Bank; (b) a relocation of the employee’s principal place of employment by more than 50 miles, other than to an office or location closer to the employee’s home residence and except for required travel on Bank business to an extent substantially consistent with the employee’s business travel obligations as of the date of relocation; or (c) a material reduction in the employee’s authority, duties, title or responsibilities, other than any change resulting solely from a change in the publicly-traded status of the Company or the Bank; provided, however, that the employee must provide timely notice to the Company and the Bank of the condition the employee contends is Good Reason, and the Company and the Bank must have a period of 30 days to remedy the Good Reason. |
Elements of Compensation
Executive officers are also eligible to participate in our 401(k) and profit sharing retirement plan, which is a Company-wide, tax-qualified retirement plan. The intent of this plan is to provide all employees with a tax-advantaged savings opportunity for retirement. We sponsor this plan to help employees in all levels of the Company save and accumulate assets for use during their retirement. As required, eligible pay under this plan is capped at annual limits in the Code. The Company offers a discretionary match to employee contributions based upon the performance of the Company and subject to the approval of the Board. Company contributions to the 401(k) and profit sharing plan vest in equal annual installments over a five-year period. In addition, we also provide our employees with an employee stock purchase plan, which provides the employee with the opportunity to purchase shares of Common Stock via payroll deduction. The minimum purchase is $25, and the plan does not provide discounts or look-back features. The plan covers the administrative costs involved in the purchase of the stock. Health and Welfare Plans The NEOs are eligible to participate in Company-sponsored benefit plans on the same terms and conditions as those generally provided to salaried employees. Basic health benefits, dental benefits and similar programs are provided to make certain that access to healthcare and income protection is available to our employees and their family members. Health benefits also include a Section 125 plan or a health savings account to provide for pre-tax deferral for non-reimbursable health expenses. The cost of Company-sponsored benefit plans is negotiated with the third-party providers of such benefits, and the executive officers contribute to the cost of the benefits. Severance Agreements On May 7, 2019, the Company and the Bank entered into a Severance Protection and Restrictive Covenants Agreement (each, a “Severance Agreement”) with each of Messrs. Bassett, LaHaise and Creasy and Ms. Stokes. In the case of each of Messrs. Bassett and LaHaise, the Severance Agreement replaced and superseded his prior employment agreement, which automatically terminated with the execution of the Severance Agreement. The Severance Agreements were entered into following a review of executive compensation matters conducted by the Compensation Committee during which the Compensation Committee determined to provide similar terms to all executive officers for the payment of severance and other benefits upon any termination of their employment.
Elements of Compensation
Each Severance Agreement provides that, in the event of termination of the executive’s employment by the Company without “cause” (as defined in the Severance Agreement) or by the executive for “good reason” (as defined in the Severance Agreement), the Company will pay to the executive, subject to the execution of a release of claims, certain accrued but unpaid amounts and the following severance benefits: (i) equal semi-monthly installments for two years in accordance with the Company’s normal payroll practices, totaling two times the sum of (a) the executive’s base salary and (b) the executive’s target cash bonus opportunity for the year in which the termination of employment occurred; (ii) a pro-rata portion of the cash bonus, if any, that the executive would have earned for the year during which the termination of employment occurred, based on the achievement of applicable performance goals; and (iii) reimbursement for any monthly COBRA premium paid for a period of as many as eighteen months. If a termination without cause or for good reason occurs at the time of, or within one year after, a “change of control” of the Company (as defined in the Severance Agreement), then the amounts described in clause (i) will be paid in a lump sum instead of installments. In the event of termination of the executive’s employment on account of the executive’s death or disability, the executive (or his or her estate) will be entitled to receive, in addition to certain accrued but unpaid amounts, a pro-rata portion of the cash bonus, if any, that the executive would have otherwise earned for the year during which the termination of employment occurred, based on the achievement of applicable performance goals. Each Severance Agreement also includes certain restrictive covenants that limit the executive’s ability to compete with the Company and the Bank and to solicit, or attempt to solicit, certain customers and employees for a period of two years after termination or to divulge certain confidential information concerning the Company or the Bank for any purpose other than as necessary in the executive’s performance of his or her duties. Under the Severance Agreement, the following terms have the accompanied meanings:
Elements of Compensation
| (i) “cause” means: (a) the willful and continued failure of the employee to perform the employee’s duties with the Company and the Bank, other than any such failure resulting from disability, or to follow the directives of the Board or a more senior executive of the Company or the Bank, following written notice; (b) the employee’s willful misconduct or gross negligence in connection with the Company’s or the Bank’s business or relating to the employee’s duties under the Severance Agreement; (c) a willful act by the employee which constitutes a material breach of the employee’s fiduciary duty to the Company or the Bank; (d) the employee’s habitual substance abuse; (e) the employee’s being convicted of, or pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude; (f) the employee’s willful theft, embezzlement or act of comparable dishonesty against the Company or the Bank; (g) a material breach by the employee of the Severance Agreement, which breach is not cured (if curable) by the employee within a specified period following notice; or (h) conduct by the employee that results in the permanent removal of the employee from the employee’s position as an officer or employee of the Company or the Bank pursuant to a written order by any banking regulatory agency with authority or jurisdiction over the Company or the Bank, as the case may be. |
Elements of Compensation
| (ii) “good reason” means: (a) a material reduction in the aggregate amount of the employee’s base salary plus annual and long-term incentive compensation opportunities; (b) a material diminution in the employee’s authority, duties or responsibilities; (c) a material change in the geographic location at which the employee must regularly perform the services to be performed by the employee pursuant to the Severance Agreement; and (d) any other action or inaction that constitutes a material breach by the Company and the Bank of the Severance Agreement; provided, however, that the employee must provide notice to the Company and the Bank of the condition the employee contends is good reason within 90 days after the initial existence of the condition, and the Company and the Bank must have a period of 30 days to remedy the condition. If the condition is not remedied within such 30-day period, then the employee must provide a notice of termination within 30 days after the end of the remedy period |
Elements of Compensation
| (iii) | “change of control” means, subject to certain exceptions, the occurrence of any of the following events: (a) any individual, entity or group (a “Person”) becomes the beneficial owner of 30% or more of either (1) the then-outstanding shares of Common Stock (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, the following acquisitions shall not constitute a change of control: (w) any acquisition directly from the Company; (x) any acquisition by the Company; (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the |
Elements of Compensation
Company; or (z) any acquisition pursuant to a transaction that complies with clauses (c)(1), (c)(2) and (c)(3) below; (b) individuals who, as of the effective date of the Severance Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date whose election, or nomination for election by our shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (c) consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries, in each case unless, following such business combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such business combination beneficially own, directly or indirectly, greater than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent governing body), as the case may be, of the entity resulting from such business combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such business combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such business combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such business combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation (or equivalent securities) resulting from such business combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the business combination, and (3) at least a majority of the members of the board of directors (or equivalent governing body) of the entity resulting from such business combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such business combination; or (d) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. We do not maintain a separate severance plan for Mr. Proctor. Severance benefits for Mr. Proctor are limited to those set forth in the Company’s employment agreement with Mr. Proctor (as amended, the “Proctor Employment Agreement”). See “Executive Compensation – Employment Agreements.”
Other Executive Compensation Program Aspects
Other Executive Compensation Program Aspects Stock Ownership Requirements To further ensure that the long-term interests of the Company’s senior management are aligned with those of our shareholders, the NEOs, as well as the Company’s non-employee directors, are required by the Company’s stock ownership guidelines to acquire and maintain a specified investment in the Company. Our current guidelines require our non-employee directors to own five times their annual cash retainer in Company stock. We require our Chief Executive Officer to own stock with a market value equivalent to six times the executive’s base salary and all other NEOs to own stock with a market value equivalent to three times the executive’s base salary. All executives and non-employee directors must retain 50% of the net shares issued in the form of equity awards (after vesting, net of any tax withholdings) until the ownership requirements are attained. During the annual review conducted in 2024, it was determined that all conditions of our share ownership policy were being met at that time. Insider Trading Policy; Hedging Restrictions The Board has adopted an Insider Trading Policy that governs the purchase, sale and/or disposition of our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as NYSE listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to the 2024 Form 10-K.
Other Executive Compensation Program Aspects
Our Insider Trading Policy expressly prohibit directors, officers and other employees of the Company and its subsidiaries from trading, either directly or indirectly, in securities of the Company after becoming aware of material nonpublic information related to the Company. To further ensure adherence with the policy, guidelines have been established for blackout periods and for appropriate disclosure of internal information to external parties. Our Insider Trading Policy provides guidance as to what constitutes material information and when information becomes public. Our Insider Trading Policy addresses transactions by family members and under Company plans, as well as other transactions which may be prohibited, such as short-term trading, short sales, publicly trading in options, hedging transactions and post-termination transactions. The policy discusses the consequences of an insider trading violation, additional trading restrictions and certain reporting requirements applicable to directors, officers and designated key employees. Our Insider Trading Policy also expressly prohibits all officers, directors and employees of the Company and its subsidiaries from engaging in short sales of Company securities or engaging in any other type of transaction where they will earn a profit based on a decline in the Company’s stock price, or otherwise enter into any hedging or similar arrangement with respect to Company securities. In addition, with regard to the Company trading in its own securities, it is our policy to comply with applicable laws, rules and regulations, including Rule 10b5-1 under the Exchange Act, and NYSE listing standards. Clawback Policy The Board has adopted a mandatory Policy for the Recovery of Erroneously Awarded Compensation which complies with SEC rules and NYSE listing standards. Under the policy, erroneously awarded incentive compensation paid to executives must be repaid to the Company in the event of an accounting restatement. A copy of our Policy for the Recovery of Erroneously Awarded Compensation is filed as Exhibit 97.1 to the 2024 Form 10-K. Equity Grant Practices The Company does not have a written policy but has an established practice, described below, with respect to the granting of equity compensation. The Company’s practice regarding the granting of equity awards is designed to ensure compliance with applicable securities laws, rules and regulations and to maintain the integrity of our executive and director compensation programs. The Company’s practice has been to grant annual equity awards to eligible persons on a predetermined schedule. The Compensation Committee has adopted a schedule and process of reviewing our executive compensation program provisions and grant levels for the Chief Executive Officer and the other NEOs in the first quarter of the year to coincide with the annual performance and management compensation review process established by the Company for all officers and other employees. In connection with such review, annual equity grants for the Chief Executive Officer and the other NEOs have traditionally occurred in February of each year, after the announcement of the Company’s fourth quarter and full year financial results. Special equity grants, including in connection with the hiring or promotion of an officer, can be made at other times. Annual equity grants for directors have traditionally occurred in connection with the annual meeting of shareholders, which is usually held in June of each year. The Compensation Committee specifically approves all equity awards to the NEOs, any other officers covered by Section 16(a) of the Exchange Act and other key employees, including the determination of the grant date for those awards. In determining the timing and terms of an equity award, the Compensation Committee may consider material nonpublic information if necessary to ensure that grants are made in compliance with applicable laws, rules and regulations and, if appropriate, may delay the grant of equity awards until the public disclosure of such material nonpublic information. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Summary Compensation Table
Summary Compensation Table The Summary Compensation Table below sets forth the total compensation awarded to, earned by or paid to our NEOs for 2022, 2023 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(1)(2) | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation(3) | Total | | H. Palmer Proctor, Jr. Chief Executive Officer | 2024 | $966,667 | $— | $2,835,491 | $— | $1,572,135 | $— | $97,474 | $5,471,767 | | | 2023 | $918,333 | $— | $2,629,751 | $— | $1,441,926 | $— | $98,204 | $5,088,214 | | | 2022 | $879,167 | $— | $2,008,597 | $— | $1,465,458 | $— | $50,201 | $4,403,423 | | Nicole S. Stokes Corporate EVP and CFO | 2024 | $518,333 | $— | $607,648 | $— | $577,182 | $14,356 | $49,838 | $1,767,357 | | | 2023 | $482,667 | $— | $606,862 | $— | $515,480 | $15,462 | $46,105 | $1,666,576 | | | 2022 | $468,000 | $— | $602,578 | $— | $531,765 | $19,745 | $30,059 | $1,652,147 | | Lawton E. Bassett, III Corporate EVP and Banking Group President | 2024 | $500,000 | $— | $506,342 | $— | $476,405 | $36,359 | $40,128 | $1,559,234 | | | 2023 | $500,000 | $— | $505,709 | $— | $460,566 | $38,429 | $45,908 | $1,550,612 | | | 2022 | $500,000 | $— | $502,149 | $— | $489,239 | $46,576 | $25,028 | $1,562,992 | | James A. LaHaise Corporate EVP and Chief Strategy Officer | 2024 | $492,500 | $— | $607,648 | $— | $549,698 | $91,171 | $45,149 | $1,786,166 | | | 2023 | $452,833 | $— | $606,862 | $— | $483,594 | $97,355 | $45,858 | $1,686,502 | | | 2022 | $439,167 | $— | $602,578 | $— | $499,024 | $110,444 | $27,775 | $1,678,988 | | Ross L. Creasy Corporate EVP and Chief Information Officer | 2024 | $431,500 | $— | $506,342 | $— | $427,660 | $— | $47,369 | $1,412,871 |
Summary Compensation Table
| (1) Represents the aggregate grant date fair values of the awards. For all years presented, grants were made in the form of: (i) restricted stock awards, which vest in equal installments over a three-year period; (ii) TBV PSUs, which for 2024 and 2023 are based on relative TBV Growth of the Company, exclusive of changes in AOCI, ranked in terms of a percentile in relation to the three-year TBV Growth, exclusive of changes in AOCI, for the same period of a peer group consisting of the companies comprising the KRX and are subject to a TSR modifier comparing the TSR of the Company to that of the KRX and, for 2022 were based on internal TBV Growth objectives over a three-year period; and (iii) ROTCE PSUs, which are based on relative ROTCE of the Company ranked in terms of a percentile in relation to the three-year ROTCE for the same period of a peer group consisting of the companies comprising the KRX and are subject to a TSR modifier comparing the TSR of the Company to that of the KRX. See the Grants of Plan-Based Awards under “Executive Compensation-Compensation Tables - Grants of Plan-Based Awards.” |
Summary Compensation Table
| (2) The fair value of the performance stock units granted to each NEO as of the grant date, assuming maximum performance, is as follows: Mr. Proctor, $3,257,182; Ms. Stokes, $698,000; Mr. Bassett, $581,591; Mr. LaHaise, $698,000; and Mr. Creasy $581,591. |
Summary Compensation Table
| (3) Details on the amounts reported in the All Other Compensation column in the table above for 2024 are set forth in the following supplementary table. |
Summary Compensation Table
| Named Executive Officer | Auto Provision(a) | Dividends | Employer 401(k) Match | Health and Welfare(b) | Life Insurance | | H. Palmer Proctor, Jr. | $7,535 | $50,421 | $13,800 | $20,091 | $5,627 | | Nicole S. Stokes | $— | $15,119 | $13,800 | $20,091 | $828 | | Lawton E. Bassett, III | $3,398 | $13,082 | $13,800 | $8,300 | $1,548 | | James A. LaHaise | $— | $13,667 | $13,800 | $15,306 | $2,376 | | Ross L. Creasy | $— | $12,050 | $13,800 | $20,691 | $828 |
Summary Compensation Table
| (a) Amounts reported in the table reflect the personal-use levels of this perquisite. |
Summary Compensation Table
| (b) Amounts incurred by the Company for the employer’s cost of providing health and welfare benefits. |
Summary Compensation Table
| 52 | AMERIS BANCORP 2025 PROXY STATEMENT |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The Grants of Plan-Based Awards table below sets forth the total number of equity awards granted in 2024 and the grant date fair values of those awards. The Grants of Plan-Based Awards table below should be read in conjunction with the Summary Compensation Table.
Grants of Plan-Based Awards
| Name | Plan/Grant Date | Award Type | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | H. Palmer Proctor, Jr. | 2/21/2024 | STI | 536,250 | 1,072,500 | 1,823,250 | — | — | — | — | — | | | 2/21/2024 | RSA | — | — | — | — | — | — | 24,138 | 1,120,003 | | | 2/21/2024 | TBV PSU | — | — | — | 9,052 | 18,103 | 36,206 | — | 857,720 | | | 2/21/2024 | ROTCE PSU | — | — | — | 9,052 | 18,104 | 36,208 | — | 857,768 | | Nicole S. Stokes | 2/21/2024 | STI | 196,875 | 393,750 | 669,375 | — | — | — | — | — | | | 2/21/2024 | RSA | — | — | — | — | — | — | 5,173 | 240,027 | | | 2/21/2024 | TBV PSU | — | — | — | 1,940 | 3,879 | 7,758 | — | 183,787 | | | 2/21/2024 | ROTCE PSU | — | — | — | 1,940 | 3,880 | 7,760 | — | 183,834 | | Lawton E. Bassett, III | 2/21/2024 | STI | 162,500 | 325,000 | 552,500 | — | — | — | — | — | | | 2/21/2024 | RSA | — | — | — | — | — | — | 4,311 | 200,030 | | | 2/21/2024 | TBV PSU | — | — | — | 1,616 | 3,232 | 6,464 | — | 153,132 | | | 2/21/2024 | ROTCE PSU | — | — | — | 1,617 | 3,233 | 6,466 | — | 153,180 | | James A. LaHaise | 2/21/2024 | STI | 187,500 | 375,000 | 637,500 | — | — | — | — | — | | | 2/21/2024 | RSA | — | — | — | — | — | — | 5,173 | 240,027 | | | 2/21/2024 | TBV PSU | — | — | — | 1,940 | 3,879 | 7,758 | — | 183,787 | | | 2/21/2024 | ROTCE PSU | — | — | — | 1,940 | 3,880 | 7,760 | — | 183,834 | | Ross L. Creasy | 2/21/2024 | STI | 141,375 | 282,750 | 480,675 | — | — | — | — | — | | | 2/21/2024 | RSA | — | — | — | — | — | — | 4,311 | 200,030 | | | 2/21/2024 | TBV PSU | — | — | — | 1,616 | 3,232 | 6,464 | — | 153,132 | | | 2/21/2024 | ROTCE PSU | — | — | — | 1,617 | 3,233 | 6,466 | — | 153,180 |
Grants of Plan-Based Awards
| STI | = Short Term (Annual) Incentives | | RSA | = Restricted Stock Award | | TBV PSU | = Tangible Book Value Performance Stock Unit | | ROTCE PSU | = Return on Tangible Common Equity Performance Stock Unit |
Grants of Plan-Based Awards
| (1) The amounts shown under the Target column reflect the possible payment if performance measures are achieved at Target level under the short-term incentive plan as approved by the Board on February 21, 2024. The amounts shown under the Threshold column reflect the possible minimum payment level under the short-term incentive plan, which is 50% of Target. The amounts shown under the Maximum column reflect the maximum possible payment under the short-term incentive plan, which is 170% of Target. |
Grants of Plan-Based Awards
| (2) Amounts represent the estimated Threshold, Target and Maximum payouts as of the grant date for the NEOs’ 2024 awards of performance stock units. The actual value realized by the NEO for the 2024 performance stock units will not be determined until the time of vesting. |
Grants of Plan-Based Awards
| (3) Amounts represent the NEOs’ 2024 restricted stock award. The grant date fair value of the restricted stock awards approved by the Board for all NEOs and granted on February 21, 2024 was $46.40 per share. |
Grants of Plan-Based Awards
| (4) Amounts granted pursuant to the 2021 Plan as described in the “Executive Compensation-Compensation Discussion and Analysis.” Assumptions used to calculate fair market value are provided in Note 14 to the Company’s consolidated financial statement included in the 2024 Form 10-K. |
Grants of Plan-Based Awards
| AMERIS BANCORP 2025 PROXY STATEMENT | 53 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The Outstanding Equity Awards at Fiscal Year-End table below sets forth information regarding the outstanding equity awards held by the NEOs at December 31, 2024. The value of stock awards is based on $62.57, the per share closing price of the Common Stock on December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| Name | Award Type | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | Date Equity Fully Vests | | H. Palmer Proctor, Jr. | RSA | 8,046 | $503,438 | | | 2/21/2025(1) | | | RSA | 14,166 | $886,367 | | | 2/24/2025(2)(3) | | | TBV PSU(8)(10) | | | 16,152 | $1,010,631 | 12/31/2025(4) | | | ROTCE PSU(9)(10) | | | 16,153 | $1,010,693 | 12/31/2025(5) | | | RSA | 8,046 | $503,438 | | | 2/21/2026(1) | | | RSA | 7,179 | $449,190 | | | 2/24/2026(2) | | | TBV PSU(8)(10) | | | 18,103 | $1,132,705 | 12/31/2026(6) | | | ROTCE PSU(9)(10) | | | 18,104 | $1,132,767 | 12/31/2026(7) | | | RSA | 8,046 | $503,438 | | | 2/21/2027(1) | | Nicole S. Stokes | RSA | 1,724 | $107,871 | | | 2/21/2025(1) | | | RSA | 3,753 | $234,825 | | | 2/24/2025(2)(3) | | | TBV PSU(8)(10) | | | 3,727 | $233,198 | 12/31/2025(4) | | | ROTCE PSU(9)(10) | | | 3,728 | $233,261 | 12/31/2025(5) | | | RSA | 1,724 | $107,871 | | | 2/21/2026(1) | | | RSA | 1,656 | $103,616 | | | 2/24/2026(2) | | | TBV PSU(8)(10) | | | 3,879 | $242,709 | 12/31/2026(6) | | | ROTCE PSU(9)(10) | | | 3,880 | $242,772 | 12/31/2026(7) | | | RSA | 1,725 | $107,933 | | | 2/21/2027(1) | | Lawton E. Bassett, III | RSA | 1,437 | $89,913 | | | 2/21/2025(1) | | | RSA | 3,128 | $195,719 | | | 2/24/2025(2)(3) | | | TBV PSU(8)(10) | | | 3,106 | $194,342 | 12/31/2025(4) | | | ROTCE PSU(9)(10) | | | 3,106 | $194,342 | 12/31/2025(5) | | | RSA | 1,437 | $89,913 | | | 2/21/2026(1) | | | RSA | 1,380 | $86,347 | | | 2/24/2026(2) | | | TBV PSU(8)(10) | | | 3,232 | $202,226 | 12/31/2026(6) | | | ROTCE PSU(9)(10) | | | 3,233 | $202,289 | 12/31/2026(7) | | | RSA | 1,437 | $89,913 | | | 2/21/2027(1) |
Outstanding Equity Awards at Fiscal Year-End
| 54 | AMERIS BANCORP 2025 PROXY STATEMENT |
Outstanding Equity Awards at Fiscal Year-End
| Name | Award Type | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | Date Equity Fully Vests | | James A. LaHaise | RSA | 1,724 | $107,871 | | | 2/21/2025(1) | | | RSA | 3,753 | $234,825 | | | 2/24/2025(2)(3) | | | TBV PSU(8)(10) | | | 3,727 | $233,198 | 12/31/2025(4) | | | ROTCE PSU(9)(10) | | | 3,728 | $233,261 | 12/31/2025(5) | | | RSA | 1,724 | $107,871 | | | 2/21/2026(1) | | | RSA | 1,656 | $103,616 | | | 2/24/2026(2) | | | TBV PSU(8)(10) | | | 3,879 | $242,709 | 12/31/2026(6) | | | ROTCE PSU(9)(10) | | | 3,880 | $242,772 | 12/31/2026(7) | | | RSA | 1,725 | $107,933 | | | 2/21/2027(1) | | Ross L. Creasy | RSA | 1,437 | $89,913 | | | 2/21/2025(1) | | | RSA | 3,477 | $217,556 | | | 2/24/2025(2)(3) | | | TBV PSU(8)(10) | | | 3,106 | $194,342 | 12/31/2025(4) | | | ROTCE PSU(9)(10) | | | 3,106 | $194,342 | 12/31/2025(5) | | | RSA | 1,437 | $89,913 | | | 2/21/2026(1) | | | RSA | 1,380 | $86,347 | | | 2/24/2026(2) | | | TBV PSU(8)(10) | | | 3,232 | $202,226 | 12/31/2026(6) | | | ROTCE PSU(9)(10) | | | 3,233 | $202,289 | 12/31/2026(7) | | | RSA | 1,437 | $89,913 | | | 2/21/2027(1) |
Outstanding Equity Awards at Fiscal Year-End
| RSA | = Restricted Stock Award | | TBV PSU | = Tangible Book Value Performance Stock Unit | | ROTCE PSU | = Return on Tangible Common Equity Performance Stock Unit |
Outstanding Equity Awards at Fiscal Year-End
| (1) RSA granted on February 21, 2024, which vests in equal installments over a three-year period. |
Outstanding Equity Awards at Fiscal Year-End
| (2) RSA granted on February 23, 2023, which vests in equal installments over a three-year period. |
Outstanding Equity Awards at Fiscal Year-End
| (3) RSA granted on February 24, 2022, which vests in equal installments over a three-year period. |
Outstanding Equity Awards at Fiscal Year-End
| (4) TBV PSUs granted on February 23, 2023. |
Outstanding Equity Awards at Fiscal Year-End
| (5) ROTCE PSUs granted on February 23, 2023. |
Outstanding Equity Awards at Fiscal Year-End
| (6) TBV PSUs granted on February 21, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (7) ROTCE PSUs granted on February 21, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (8) TBV PSUs are based on relative TBV Growth of the Company, exclusive of changes in AOCI, ranked in terms of a percentile in relation to the three-year TBV Growth, exclusive of changes in AOCI, for the same period of a peer group consisting of the companies comprising the KRX and are subject to a TSR modifier comparing the TSR of the Company to that of the KRX. The fair values of the ROTCE PSUs at the grant date were determined using a Monte Carlo simulation method. |
Outstanding Equity Awards at Fiscal Year-End
| (9) ROTCE PSUs are based on relative ROTCE of the Company ranked in terms of a percentile in relation to the three-year ROTCE for the same period of a peer group consisting of the companies comprising the KRX and are subject to a TSR modifier comparing the TSR of the Company to that of the KRX. The fair values of the ROTCE PSUs at the grant date were determined using a Monte Carlo simulation method. |
Outstanding Equity Awards at Fiscal Year-End
| (10) Included at Target level. |
Outstanding Equity Awards at Fiscal Year-End
| AMERIS BANCORP 2025 PROXY STATEMENT | 55 |
Stock Vested
Stock Vested The Stock Vested table below reflects restricted stock vesting during fiscal year 2024.
Stock Vested
| | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting | | H. Palmer Proctor, Jr. | 58,019 | $3,322,962(1)(6) | | Nicole S. Stokes | 16,945 | $975,810(2)(6) | | Lawton E. Bassett, III | 14,181 | $816,025(3)(6) | | James A. LaHaise | 16,765 | $967,275(4)(6) | | Ross L. Creasy | 16,309 | $946,076(5)(6) |
Stock Vested
| (1) Reflects the value of 4,677 shares of Common Stock at the closing price of $47.42 per share on February 18, 2024, the value of 14,166 shares of Common Stock at the closing price of $45.88 per share on February 24, 2024 and the value of 39,176 shares of Common Stock at the closing price of $62.57 per share on December 31, 2024. |
Stock Vested
| (2) Reflects the value of 1,439 shares of Common Stock at the closing price of $47.42 per share on February 18, 2024, the value of 3,753 shares of Common Stock at the closing price of $45.88 per share on February 24, 2024 and the value of 11,753 shares of Common Stock at the closing price of $62.57 per share on December 31, 2024. |
Stock Vested
| (3) Reflects the value of 1,259 shares of Common Stock at the closing price of $47.42 per share on February 18, 2024, the value of 3,128 shares of Common Stock at the closing price of $45.88 per share on February 24, 2024 and the value of 9,794 shares of Common Stock at the closing price of $62.57 per share ck on December 31, 2024. |
Stock Vested
| (4) Reflects the value of 1,259 shares of Common Stock at the closing price of $47.42 per share on February 18, 2024, the value of 3,753 shares of Common Stock at the closing price of $45.88 per share on February 24, 2024 and the value of 11,753 shares of Common Stock at the closing price of $62.57 per share on December 31, 2024. |
Stock Vested
| (5) Reflects the value of 1,079 shares of Common Stock at the closing price of $47.42 per share on February 18, 2024, the value of 3,477 shares of Common Stock at the closing price of $45.88 per share on February 24, 2024 and the value of 11,753 shares of Common Stock at the closing price of $62.57 per share on December 31, 2024. |
Stock Vested
| (6) Includes the value of 39,176, 11,753, 9,794, 11,753, 11,753 shares of Common Stock for Mr. Proctor, Ms. Stokes, Mr. Bassett, Mr. LaHaise and Mr. Creasy, respectively, vested on December 31, 2024, pursuant to PSUs granted February 24, 2022. The shares were issued to each of the executives on February 20, 2025, upon certification by the Compensation Committee. |
Pension Benefits
Pension Benefits The Pension Benefits table below provides information regarding the Retirement Agreements in effect during 2023.
Pension Benefits
| Name | Plan Name | Number of Years Credited Service(1) | Present Value of Accumulated Benefit(2) | Payments During Last Fiscal Year | | H. Palmer Proctor, Jr. | — | — | — | — | | Nicole S. Stokes | SERP Agreement 11-7-2012 | 12 | $114,795 | — | | Lawton E. Bassett, III. | SERP Agreement 11-7-2012 | 12 | $291,984 | — | | James A. LaHaise | SERP Agreement 11-10-2015 | 9 | $657,539 | — | | Ross L. Creasy | — | — | — | — |
Pension Benefits
| (1) The number of years credited service began on the respective date of the Retirement Agreement. |
Pension Benefits
| (2) Present value amounts represent the current liability included in the Company’s accounting records for each of the NEOs under his or her respective Retirement Agreement. |
Pension Benefits
| 56 | AMERIS BANCORP 2025 PROXY STATEMENT |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Prior to January 2020, the Company did not maintain for the NEOs a defined contribution or other plan providing for the deferral of compensation on a nonqualified basis. Commencing with 2020, NEOs, as well as certain other officers whom the Board or its designee has specified as eligible for participation, may elect to defer amounts of compensation in addition to that which may be deferred under the Company’s 401(k) plan. Any amounts deferred by a participant would be deducted each pay period in which the participant has compensation during the period of participation. Upon written notice by December 31 of each year, a participant may increase, decrease or discontinue the deferral election for the following year. A participant’s interest in the account is 100% vested and non-forfeitable. The Nonqualified Deferred Compensation table below provides information regarding deferred compensation during 2024.
Nonqualified Deferred Compensation
| Name | Executive Contributions in Last FY | Registrant Contributions in Last FY | Aggregate Earnings in Last FY | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE | | H. Palmer Proctor, Jr. | — | — | — | — | — | | Nicole S. Stokes | — | — | — | — | — | | Lawton E. Bassett, III. | $69,085 | — | $53,068 | — | $466,796 | | James A. LaHaise | — | — | — | — | — | | Ross L. Creasy | $34,668 | — | $32,615 | — | $284,923 |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following discussion presents the potential payments for each NEO upon a termination of employment or change in control. Pursuant to applicable SEC rules, the analysis contained in this discussion does not consider or include payments made to a NEO with respect to contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation in favor of NEOs of the Company and that are available generally to all salaried employees. The actual amounts that would be paid upon a NEO’s termination of employment can only be determined at the time of such executive officer’s termination. Due to the number of factors that affect the nature and amount of any compensation or benefits provided upon the termination events, any actual amounts paid or distributed may be higher or lower than reported below. Among other factors that could affect these amounts are the timing during the year of any such event and our stock price. In accordance with applicable SEC rules, the following discussion assumes that: (i) the termination event in question occurred on December 31, 2024; and (ii) with respect to calculations based on our stock price, the applicable price is $62.57, which is the closing price per share of the Common Stock on December 31, 2024. The Proctor Employment Agreement and the Severance Agreements between the Company and all of the NEOs (except for Mr. Proctor), require the Company to make certain severance payments and provide severance benefits to the applicable executive upon the termination of the executive’s employment with the Company by the executive for “good reason” or by the Company without “cause.” There are no severance payments otherwise required under the Proctor Employment Agreement or the Severance Agreements, including in connection with voluntary termination/early retirement or involuntary termination for cause. However, the Retirement Agreements provide for potential payments to certain of the NEOs upon a termination of their employment. These severance payments and benefits for: (i) Mr. Proctor are discussed under “Executive Compensation – Employment Agreements”; and (ii) the other NEOs are discussed under “Executive Compensation – Compensation Discussion and Analysis – Process for Determining Executive Officer Compensation – Severance Agreements.” The retirement benefits for certain of the NEOs are discussed under “Executive Compensation – Compensation Discussion and Analysis – Process for Determining Executive Officer Compensation – Retirement Benefits.”
Potential Payments Upon Termination or Change in Control
| AMERIS BANCORP 2025 PROXY STATEMENT | 57 |
Potential Payments Upon Termination or Change in Control
Equity awards under the 2021 Plan automatically become fully vested and, in the case of options, fully exercisable upon death, disability or the occurrence of a “change of control” (as defined in the 2021 Plan, as applicable). The foregoing payments and benefits may be subject to reduction under the NEOs’ respective agreements in connection with certain tax matters. Those agreements provide that if: (i) the severance payable to the executive would be subject to the excise tax imposed under Section 4999 of the Code; and (ii) the after-tax amount retained by the executive after taking into account the excise tax would have a lesser aggregate value than the after-tax amount retained by the executive if the total payments were reduced to avoid the imposition of such tax, then such benefit payments shall be reduced to be the largest amounts that will result in no portion of the benefit payments being subject to the tax imposed by Section 4999. For purposes of Section 409A of the Code, all of the NEOs’ respective agreements are structured to be in compliance with payment timing and other relevant requirements. The estimated severance benefits payable to each of the NEOs based upon a hypothetical termination of each such NEO on December 31, 2024, are presented in the following table. The following table also sets forth the benefits payable to each of the NEOs following a change of control of the Company (without regard to whether such NEOs’ employment is terminated in connection with such change of control). The amounts include cash, equity, welfare benefits and retirement benefits.
Potential Payments Upon Termination or Change in Control
| Compensation and Benefits Payable Upon Termination | Qualifying Termination Within 12 Months Following Change in Control | Change in Control (excluding other applicable benefits for termination)(1) | Voluntary with Good Reason or Involuntary Without Cause | Voluntary or Involuntary With Cause | Death | Disability | | H. Palmer Proctor, Jr. | | | | | | | | Base Salary | $2,047,500 | $0 | $2,047,500 | $0 | $0 | $0 | | Cash Bonus | $3,217,500 | $0 | $3,217,500 | $0 | $0 | $0 | | Pro-Rata Bonus | $1,572,135 | $0 | $1,572,135 | $0 | $1,572,135 | $1,572,135 | | Non-Compete Payment | $877,500 | $0 | $877,500 | $877,500 | $0 | $0 | | SERP | $0 | $0 | $0 | $0 | $0 | $0 | | Acceleration of Unvested Equity Awards(2) | $0 | $11,419,463 | $0 | $0 | $7,051,284 | $7,051,284 | | Health & Welfare Benefits(3) | $33,798 | $0 | $33,798 | $0 | $33,798 | $33,798 | | Total Benefit | $7,748,433 | $11,419,463 | $7,748,433 | $877,500 | $8,657,217 | $8,657,217 | | Nicole Stokes | | | | | | | | Base Salary | $1,050,000 | $0 | $1,050,000 | $0 | $0 | $0 | | Cash Bonus | $787,500 | $0 | $787,500 | $0 | $0 | $0 | | Pro-Rata Bonus | $577,182 | $0 | $577,182 | $0 | $577,182 | $577,182 | | SERP | $114,795 | $0 | $114,795 | $114,795 | $500,000 | $114,795 | | Acceleration of Unvested Equity Awards(2) | $0 | $2,565,996 | $0 | $0 | $1,607,716 | $1,607,716 | | Health & Welfare Benefits(3) | $33,658 | $0 | $33,658 | $0 | $0 | $0 | | Total Benefit | $2,563,135 | $2,565,996 | $2,563,135 | $114,795 | $2,684,898 | $2,299,693 |
Potential Payments Upon Termination or Change in Control
| 58 | AMERIS BANCORP 2025 PROXY STATEMENT |
Potential Payments Upon Termination or Change in Control
| Compensation and Benefits Payable Upon Termination | Qualifying Termination Within 12 Months Following Change in Control | Change in Control (excluding other applicable benefits for termination)(1) | Voluntary with Good Reason or Involuntary Without Cause | Voluntary or Involuntary With Cause | Death | Disability | | Lawton E. Bassett, III | | | | | | | | Base Salary | $1,000,000 | $0 | $1,000,000 | $0 | $0 | $0 | | Cash Bonus | $650,000 | $0 | $650,000 | $0 | $0 | $0 | | Pro-Rata Bonus | $476,405 | $0 | $476,405 | $0 | $476,405 | $476,405 | | SERP | $291,984 | $0 | $291,984 | $291,984 | $750,000 | $291,984 | | Acceleration of Unvested Equity Awards(2) | $0 | $2,138,205 | $0 | $0 | $1,339,728 | $1,339,728 | | Health & Welfare Benefits(3) | $12,467 | $0 | $12,467 | $0 | $0 | $0 | | Total Benefit | $2,430,856 | $2,138,205 | $2,430,856 | $291,984 | $2,566,133 | $2,108,117 | | James A. LaHaise | | | | | | | | Base Salary | $1,000,000 | $0 | $1,000,000 | $0 | $0 | $0 | | Cash Bonus | $750,000 | $0 | $750,000 | $0 | $0 | $0 | | Pro-Rata Bonus | $549,698 | $0 | $549,698 | $0 | $549,698 | $549,698 | | SERP | $657,539 | $0 | $657,539 | $0 | $1,000,000 | $657,539 | | Acceleration of Unvested Equity Awards(2) | $0 | $2,565,996 | $0 | $0 | $1,607,716 | $1,607,716 | | Health & Welfare Benefits(3) | $24,060 | $0 | $24,060 | $0 | $0 | $0 | | Total Benefit | $2,981,297 | $2,565,996 | $2,981,297 | $0 | $3,157,414 | $2,814,953 | | Ross A. Creary | | | | | | | | Base Salary | $870,000 | $0 | $870,000 | $0 | $0 | $0 | | Cash Bonus | $565,500 | $0 | $565,500 | $0 | $0 | $0 | | Pro-Rata Bonus | $427,660 | $0 | $427,660 | $0 | $427,660 | $427,660 | | SERP | $0 | $0 | $0 | $0 | $0 | $0 | | Acceleration of Unvested Equity Awards(2) | $0 | $2,160,042 | $0 | $0 | $1,361,565 | $1,361,565 | | Health & Welfare | $33,798 | $0 | $33,798 | $0 | $0 | $0 | | Total Benefit | $1,896,958 | $2,160,042 | $1,896,958 | $0 | $1,789,225 | $1,789,225 |
Potential Payments Upon Termination or Change in Control
| (1) With respect to awards granted under the 2021 Plan, a termination of employment is not also required to receive the applicable benefit in the event of a change of control. |
Potential Payments Upon Termination or Change in Control
| (2) The intrinsic value of equity is based on a share price of $62.57, the closing price per share of the Common Stock as of December 31, 2024. The amounts presented for each NEO equal the total number of unvested awards that accelerate times the value of each award. The performance awards are generally included at the greater of actual performance or Target in each of the scenarios in which they are included, except in the case of death or disability, where performance awards are calculated based on prorated actual performance. |
Potential Payments Upon Termination or Change in Control
| (3) The value of health and welfare benefits is estimated based upon current premiums payable with respect to insurance coverage for each NEO as of December 31, 2024. |
Potential Payments Upon Termination or Change in Control
| AMERIS BANCORP 2025 PROXY STATEMENT | 59 |
CEO Pay Ratio
CEO Pay Ratio Consistent with the rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship between the annual total compensation of our employees and that of H. Palmer Proctor, Jr., our Chief Executive Officer (or “CEO”). We identified our median employee based on the 2024 total gross earnings for all employees, excluding our CEO, who were employed by us as of December 31, 2024. We believe the use of total gross earnings is a consistently applied compensation measure in that it captures all of the components of earnings for all of our employees. We included full-time and part-time employees and annualized earnings for those employees who joined us during the year. We excluded contractors as they are used sparingly - representing less than one percent of our personnel. After identifying the median employee based on total gross earnings, we calculated the annual total compensation for our median employee using the same methodology we use for our NEOs as set forth in the Summary Compensation Table. The median 2024 annual total compensation of all employees of the Company (other than our CEO) was $79,774, and the 2024 annual total compensation of our CEO was $5,471,767. Based on this information, for 2024, the ratio of the annual total compensation of our CEO to the median annual total compensation of all employees was 69:1.
CEO Pay Ratio
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CEO Pay Ratio
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between our NEOs’ compensation and certain measures of our financial performance. Further information about our pay-for-performance philosophy and how we align executive compensation with our performance is provided under “Executive Compensation – Compensation Discussion and Analysis.” The Compensation Committee did not consider the information in this “Pay Versus Performance” section in making its pay decisions for any of the years shown below. Pursuant to SEC rules, the information in this “Pay Versus Performance” section shall not be deemed to be incorporated by reference into any filing made by the Company with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference into such filing.
Pay Versus Performance Table
Pay Versus Performance Table The table below reflects compensation of our principal executive officer (“PEO”), who is our Chief Executive Officer, and the average compensation of our non-PEO NEOs during 2020 through 2024, both as reported in the Total column set forth in the Summary Compensation Table and with certain adjustments to reflect the “Compensation Actually Paid”, as defined under SEC rules. In addition, the table provides our cumulative TSR, the cumulative TSR of our peer group, our net income and our TBV Growth, which is the “company selected measure” chosen for purposes of this disclosure.
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ Millions) | TBV Growth(5) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return(4) ($) | | | | 2024 | 5,471,767 | 10,057,494 | 1,631,407 | 2,623,099 | 158.80 | 130.90 | 358.7 | 14.71% | | 2023 | 5,088,214 | 6,330,078 | 1,588,860 | 1,913,236 | 133.04 | 115.64 | 269.1 | 12.43% | | 2022 | 4,403,423 | 3,955,720 | 1,587,056 | 1,444,538 | 116.42 | 116.10 | 346.5 | 13.94% | | 2021 | 3,437,506 | 4,996,031 | 1,283,320 | 2,123,716 | 121.06 | 124.74 | 376.9 | 10.85% | | 2020 | 2,740,301 | 3,177,626 | 1,221,967 | 1,266,202 | 91.70 | 91.29 | 262.0 | 13.84% |
Pay Versus Performance Table
| (1) For all years presented H. Palmer Proctor, Jr. was our PEO. For 2024, Nicole S. Stokes, Lawton E. Bassett, III, James A. LaHaise and Ross L. Creasy were our non-PEO NEOs. For 2020 through 2023, Nicole S. Stokes, Lawton E. Bassett, III, Jon S. Edwards and James A. LaHaise were our non-PEO NEOs. |
Pay Versus Performance Table
| (2) Compensation Actually Paid has been calculated in accordance with Item 402(v) of Regulation S-K and does not reflect compensation actually earned, realized or received by our NEOs. Compensation Actually Paid reflects the amounts in the Total column set forth in the Summary Compensation Table, with certain adjustments as described in footnote 3 below. |
Pay Versus Performance Table
| (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards columns in the tables below are the totals from the Stock Awards columns set forth in the Summary Compensation Table. The equity value adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. For each of the years presented there were no: (a) changes in the actuarial present value of the NEOs’ accumulated benefit under a defined benefit or actuarial pension plan except as were offset by like amounts of pension service costs for services rendered; (b) awards which were granted and vested in the same applicable year; (c) awards |
Pay Versus Performance Table
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Pay Versus Performance Table
granted in prior years which failed to meet the applicable vesting conditions during the applicable year; or (d) dividends or other earnings paid on awards in the applicable year prior to the vesting date that were not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | 5,471,767 | (2,835,491) | 7,421,218 | 10,057,494 | | 2023 | 5,088,214 | (2,629,751) | 3,871,615 | 6,330,078 | | 2022 | 4,403,423 | (2,008,597) | 1,560,894 | 3,955,720 | | 2021 | 3,437,506 | (1,317,066) | 2,875,591 | 4,996,031 | | 2020 | 2,740,301 | (893,793) | 1,331,118 | 3,177,626 |
Pay Versus Performance Table
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,631,407 | (556,995) | 1,548,687 | 2,623,099 | | 2023 | 1,588,860 | (556,286) | 880,662 | 1,913,236 | | 2022 | 1,587,056 | (552,364) | 409,846 | 1,444,538 | | 2021 | 1,283,320 | (354,607) | 1,195,003 | 2,123,716 | | 2020 | 1,221,967 | (310,348) | 354,583 | 1,266,202 |
Pay Versus Performance Table
Amounts in the Inclusion of Equity Values columns in the tables above are derived from the amounts set forth in the following tables.
Pay Versus Performance Table
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Total — Inclusion of Equity Values for PEO ($) | | 2024 | 4,625,346 | 2,279,414 | 516,458 | 7,421,218 | | 2023 | 2,856,318 | 929,056 | 86,241 | 3,871,615 | | 2022 | 1,976,109 | (92,027) | (323,188) | 1,560,894 | | 2021 | 1,742,874 | 1,039,003 | 93,714 | 2,875,591 | | 2020 | 1,331,118 | — | — | 1,331,118 |
Pay Versus Performance Table
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Pay Versus Performance Table
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Total — Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 908,587 | 487,220 | 152,881 | 1,548,687 | | 2023 | 604,213 | 255,331 | 21,118 | 880,662 | | 2022 | 543,430 | (25,930) | (107,654) | 409,846 | | 2021 | 469,253 | 641,182 | 84,568 | 1,195,003 | | 2020 | 462,199 | (61,265) | (46,351) | 354,583 |
Pay Versus Performance Table
| (4) The amounts in the Peer Group Total Shareholder Return column in the Pay Versus Performance Table above are calculated using the KBW Nasdaq Regional Banking Index (which is also referred to in this Proxy Statement as the “KRX”), which is different than the KBW Nasdaq Bank Index (which is the published line-of-business index we used in calculating the Peer Group Total Shareholder Return included in our proxy statement for the 2024 Annual Meeting). We have changed our line-of-business index used in calculating the Peer Group Total Shareholder Return included in this Proxy Statement from the KBW Nasdaq Bank Index to the KBW Nasdaq Regional Banking Index because the peer group of companies included in the KBW Nasdaq Regional Banking Index is used by us in our executive compensation programs. See “Executive Compensation.” The following table presents our TSR with the TSR for companies included in each of the KBW Nasdaq Regional Banking Index and the KBW Nasdaq Bank Index for each of the years presented. The Peer Group Total Shareholder Return in the Pay Versus Performance Table above, and in the table below, assumes $100 was invested for the period starting December 31, 2019, through the end of the year presented in the Company and in the applicable index, respectively, and that all dividends were reinvested. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance Table
| Year | Total Shareholder Return ($) | Peer Group Total Shareholder Return (using KBW Nasdaq Regional Banking Index) ($) | Peer Group Total Shareholder Return (using KBW Nasdaq Bank Index) ($) | | 2024 | 158.80 | 130.90 | 132.60 | | 2023 | 133.04 | 115.64 | 96.65 | | 2022 | 116.42 | 116.10 | 97.52 | | 2021 | 121.06 | 124.74 | 124.06 | | 2020 | 91.70 | 91.29 | 89.69 |
Pay Versus Performance Table
| (5) We determined TBV Growth to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2022, 2023 and 2024. TBV Growth may not have been the most important financial performance measure for years 2021 and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years. TBV Growth is a non-GAAP measure. See “Pay Versus Performance – Tabular List of Most Important Financial Performance Measures” for a description of how TBV Growth is calculated. Also, see “Reconciliation of GAAP and Non-GAAP Financial Measurers” in Exhibit A to this Proxy Statement for a reconciliation of tangible book value to the most directly comparable GAAP measure. |
Pay Versus Performance Table
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Description of Relationship Between Compensation Actually Paid and Company Total Shareholder Return
Description of Relationship Between Compensation Actually Paid and Company Total Shareholder Return The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and our cumulative TSR over the five most recently completed fiscal years.
Description of Relationship Between Compensation Actually Paid and Net Income
Description of Relationship Between Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and our net income during each of the five most recently completed fiscal years.
Description of Relationship Between Compensation Actually Paid and Net Income
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Description of Relationship Between Compensation Actually Paid and TBV Growth
Description of Relationship Between Compensation Actually Paid and TBV Growth The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and our TBV Growth during each of the five most recently completed fiscal years.