DEF 14A of ServisFirst Bancshares, Inc.
Filed Apr 7, 2025 · FY20240001171843-25-002049
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Our Board has nominated the seven persons named below, all of whom currently serve as directors, for election as directors at the 2025 Annual Meeting. Each of these nominees has consented to serve as a director if re-elected. Unless otherwise instructed, the proxies intend to vote the proxies received by them for the election of all seven of these nominees. If any nominee identified below becomes unable to serve as a director before the Annual Meeting, the proxies may vote the proxies received by them for the election of a substitute nominee selected by our Board, or the Board may reduce the size of the Board.
Annual Election of Directors
Annual Election of Directors The seven nominees receiving the most votes cast in the election of directors by holders of shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting will be elected to serve as directors of the Company for the next year. As a result, although shares as to which the authority to vote is withheld will be counted, such “withhold” votes will have no effect on the outcome of the election of directors, except with respect to our director resignation policy. Information regarding directors and director nominees and their ages as of the record date is as follows:
Annual Election of Directors
| | | | | | Committee Memberships | | | | Name | Age | Director Since | Primary Occupation | Independent | AC | CC | CGNC | | Thomas A. Broughton, III | 69 | 2007 | Chairman, President and Chief Executive Officer of ServisFirst Bancshares, Inc. and ServisFirst Bank | | | | | | J. Richard Cashio | 67 | 2007 | Retired Chief Executive Officer of TASSCO, LLC | X | M | M | C,M | | James J. Filler | 81 | 2007 | Retired Chief Executive Officer of Jefferson Iron & Metal Brokerage, Inc. | X | | M | | | Betsy Bugg Holloway, Ph.D. | 55 | 2023 | Vice President of Samford University | X | M | | M | | Christopher J. Mettler | 49 | 2019 | Founder and President of Sovereign Co. | X | | M | M | | Hatton C. V. Smith | 74 | 2007 | Retired Chief Executive Officer, Royal Cup Coffee; Chief Executive Officer of Back Forty Beer Company | X | | C,M | | | Irma L. Tuder | 63 | 2018 | Manager of Tuder Investments, LLC | X | C,FE,M | | M |
Annual Election of Directors
AC: Audit Committee CC: Compensation Committee CGNC: Corporate Governance & Nominations Committee C: Committee Chair M: Committee Member FE: Financial Expert The business experience and background of each of our nominees follows. Each of the director nominees also serves as a director of the Bank, and Mr. Broughton also serves as Chairman, President and Chief Executive Officer of us and the Bank.
Annual Election of Directors
| Thomas A. Broughton, III | | | | Age: 69 | Committees: None | Position: President, CEO and Chairman | | Director Since: 2007 | Bank Director Since: 2005 | |
Annual Election of Directors
Mr. Broughton has served as our President and Chief Executive Officer and a director since 2007 and as President, Chief Executive Officer and a director of the Bank since its inception in May 2005. Mr. Broughton was named Chairman of the Board of the Company and the Bank effective January 1, 2019. Mr. Broughton has spent the entirety of his over 35-year banking career in the Birmingham area. In 1985, Mr. Broughton was named President of the de novo First Commercial Bank. When First Commercial Bank was bought by Synovus Financial Corp. in 1992, Mr. Broughton continued as President and was named Chief Executive Officer of First Commercial Bank. In 1998, he became Regional Chief Executive Officer of Synovus Financial Corp., responsible for the Alabama and Florida markets. In 2001, Mr. Broughton’s Synovus region shifted, and he became Regional Chief Executive Officer for the markets of Alabama, Tennessee and parts of Georgia. He continued his work in this position until his retirement from Synovus in August 2004. Mr. Broughton’s experience in banking has afforded him opportunities to work in many areas of banking and has given him exposure to all bank functions. Mr. Broughton served on the Board of Directors of Cavalier Homes, Inc. from 1986 until 2009, when the Company was sold to a subsidiary of Berkshire Hathaway. We believe that Mr. Broughton’s extensive experience in banking in Alabama and the Southeast, and, in particular, his success in building and growing new banks and developing new markets, makes him highly qualified to serve as a director.
Annual Election of Directors
| J. Richard Cashio | | | | Age: 67 | Committees: Audit; Compensation; Corporate Governance and Nominations (Chair) | Position: Director | | Director Since: 2007 | Bank Director Since: 2005 | |
Annual Election of Directors
Mr. Cashio has served as a director of the Company since 2007 and as a director of the Bank since its inception in May 2005. Mr. Cashio has been a private investor since his retirement. Mr. Cashio served as Chief Executive Officer of TASSCO, LLC from 2005 until his retirement in January 2014 and served as the Chief Executive Officer of Tricon Metals & Services, Inc. from 2000 until its sale in October 2008. We believe that Mr. Cashio’s experience as the chief executive officer of successful industrial enterprises allows him to offer our Board both the benefit of his business experience and the perspectives of one of our target customer groups, making him highly qualified to serve as a director.
Annual Election of Directors
| James J. Filler | | | | Age: 81 | Committees: Compensation | Position: Lead Independent Director | | Director Since: 2007 | Bank Director Since: 2005 | |
Annual Election of Directors
Mr. Filler has served as a director of the Company since 2007 and as a director of the Bank since its inception in May 2005. In January 2019, following Mr. Broughton becoming Chairman of our Board of Directors, Mr. Filler was appointed to serve as the Board’s Lead Independent Director. Mr. Filler has been a private investor since his retirement in 2006. Prior to his retirement, Mr. Filler spent 44 years in the metals recycling industry with Jefferson Iron & Metal, Inc. and Jefferson Iron & Metal Brokerage Co., Inc. We believe that Mr. Filler’s extensive business experience and strong ties to the Birmingham business community offer us valuable strategic insights and make him highly qualified to serve as a director.
Annual Election of Directors
| Betsy Bugg Holloway | | | | Age: 55 | Committees: Audit; Corporate Governance and Nominations | Position: Director | | Director Since: 2023 | Bank Director Since: 2023 | |
Annual Election of Directors
Dr. Holloway has served as a director of the Company and the Bank since 2023. Dr. Holloway has served as a Vice President for Samford University for the past ten years and as the Vice President for Advancement and Marketing since July 2022, where she leads all marketing, branding, and philanthropic initiatives for the university. Dr. Holloway currently serves on the Board of Directors and is a member of the executive committee and chair of the nominating committee for Blue Cross & Blue Shield of Alabama and is a member of the Board of Advisors for Founders Advisors. We believe that Dr. Holloway’s extensive business experience, civic engagement in Alabama, and long track record of innovative leadership and operational expertise make her highly qualified to serve as a director.
Annual Election of Directors
| Christopher J. Mettler | | | | Age: 49 | Committees: Compensation; Corporate Governance and Nominations | Position: Director | | Director Since: 2019 | Bank Director Since: 2019 | |
Annual Election of Directors
Mr. Mettler has served as a director of the Company and the Bank since October 21, 2019. Mr. Mettler is Founder and President of Sovereign Co., where he leads strategy and business development. Mr. Metter assumed a full-time role at Sovereign as of April 26, 2019. Sovereign leverages proprietary marketing attribution and artificial intelligence technology to systematically measure thousands of simultaneous marketing messages to display the most relevant products for consumers. Previously, Mr. Mettler founded two marketing and financial technology businesses, CompareCards and SnapCap, both of which were acquired in two separate transactions by LendingTree (Nasdaq: TREE). Mr. Mettler served as President of Iron Horse Holdings LLC from January 1, 2014 until November 16, 2016. Following LendingTree’s acquisition of CompareCards from Iron Horse Holdings in November 2016, Mr. Mettler transitioned to serve as a salaried employee of LendingTree through April 26, 2019. We believe Mr. Mettler’s business experience, his strong background in the financial technology sector and his prior service on our Charleston, South Carolina advisory board makes him highly qualified to serve as a director.
Annual Election of Directors
| Hatton C. V. Smith | | | | Age: 74 | Committees: Compensation (Chair) | Position: Director | | Director Since: 2007 | Bank Director Since: 2005 | |
Annual Election of Directors
Mr. Smith has served as a director of the Company since 2007 and as a director of the Bank since its inception in May 2005. Mr. Smith served as the Chief Executive Officer of Royal Cup Coffee from 1996 until 2014 and in various other positions with Royal Cup Coffee prior to 1996. Mr. Smith retired from all positions with Royal Cup Coffee effective February 2020. He currently serves as the Chief Executive Officer of Back Forty Beer Company, which specializes in unique craft beers in the Southeast. Mr. Smith is also involved in many different charities and has served as Chair of the United Way and Chairman of the Baptist Health Foundation. We believe that Mr. Smith’s business experience, his strong roots in the greater Birmingham business and civic community, and his high profile and extensive community contacts in one of our largest markets make him highly qualified to serve as a director.
Annual Election of Directors
| Irma L. Tuder | | | | Age: 63 | Committees: Audit (Chair); Corporate Governance and Nominations | Position: Director | | Director Since: 2018 | Bank Director Since: 2018 | |
Annual Election of Directors
Ms. Tuder is currently a private investor. She is the founder, former CEO and Board Chairperson of Analytical Services, Inc. (ASI), a nationally recognized business providing management and technical solutions to federal government agencies. Ms. Tuder successfully led the acquisition of ASI by Arctic Scope Regional Corporation Federal Holding Company in 2007. Ms. Tuder has over 30 years of experience in strategic business planning and execution, executive leadership, financial management and business operations. Prior to founding ASI, Ms. Tuder spent five years as a controller in private industry and five years in public accounting. In addition to her service as a director of the Company and Bank, Ms. Tuder is a member of the Notre Dame Institute for Latino Studies Advisory Council, HudsonAlpha Institute for Biotechnology Board of Directors, University of Alabama in Huntsville (UAH) Foundation Board and UAH Business School Advisory Board. Ms. Tuder received a BBA in accountancy from the University of Notre Dame and MBA from Troy State University in Montgomery. We believe that Ms. Tuder’s extensive background in business, finance and accounting make her highly qualified to serve as both a director and as Chair of our Audit Committee.
The Board of Directors Unanimously Recommends a Vote “FOR” the Election of Each of the Board Nominees
The Board of Directors Unanimously Recommends a Vote “FOR” the Election of Each of the Board Nominees
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following summarizes the compensation earned by, or paid to, each person who served as a non-employee director during all or any part of the year ended December 31, 2024. Mr. Broughton was not separately compensated for his service on the Board. Directors of the Company also serve on the Board of the Bank and receive no additional compensation for such service. Ms. Tuder also serves on the advisory board of our Huntsville, Alabama region, and her compensation for such service is included in the tabular disclosure below. As of March 26, 2025, our six non-employee directors beneficially owned, collectively, approximately 4.5% of our outstanding common stock. We seek to structure director compensation to further align the interests of directors with the interests of our stockholders.
Director Compensation for 2024
Director Compensation for 2024 The following table sets forth information regarding the compensation of our non-employee directors for the year ended December 31, 2024.
Director Compensation for 2024
| Name | Fees Earned or Paid in Cash($) | Stock Awards($)(1) | All Other Compensation($) | Total($) | | J. Richard Cashio | $77,000 | $59,976 | - | $136,936 | | James J. Filler | 86,000 | 59,976 | - | 145,976 | | Betsy Bugg Holloway | 62,000 | 59,976 | - | 121,976 | | Christopher J. Mettler | 62,000 | 59,976 | - | 121,976 | | Hatton C. V. Smith | 66,000 | 59,976 | - | 125,976 | | Irma L. Tuder(2) | 77,000 | 59,976 | $6,300 | 143,276 |
Director Compensation for 2024
| (1) Represents the grant date fair value of time-based restricted stock awarded on May 20, 2024 (921 shares valued at $65.12 per share, the closing price of the Company’s common stock on that date). All director restricted stock awards were outstanding on December 31, 2024. See Note 13 of our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for information regarding assumptions made in the valuation of these awards. These awards have a one-year vesting term. |
Director Compensation for 2024
| (2) Ms. Tuder’s cash compensation includes $6,300 in fees paid for service on the Huntsville advisory board. |
Equity Grant Timing Practices
Equity Grant Timing Practices Our Compensation Committee typically meets during the first quarter following the end of each calendar year to review the performance of the Company and the executives of the Company and the Bank. At these meetings, all compensation recommendations are made, including recommendations regarding adjustments to the annual base salaries of the executive officers, if any, as well as determination of payouts under our annual incentive plan. To the extent the Compensation Committee approves new equity-based awards for employees (including NEOs) during the first fiscal quarter of a year, the grant date of such awards is typically the day of such meeting. Our Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, nor does the Company time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company currently does not grant stock options.
Role of Compensation Committee
| • | Reviewed and approved the 2024 peer group (the “2024 Peer Group”). |
Role of Compensation Committee
| • | Reviewed and approved the adoption of 2024 performance objectives under the annual incentive plan. |
Role of Compensation Committee
| • | Reviewed and approved 2024 equity grants, including the number of shares of time-based restricted stock and performance shares, and the vesting criteria related to the performance shares. |
Role of Compensation Committee
| • | Determining achievement of relative performance for performance share awards vesting in 2024 based upon Company TSR over a 3-year period as compared to the 2022 peer group (the “2022 Peer Group”). |
Role of Compensation Committee
| • | Reviewed and approved the satisfaction of 2024 performance objectives under the annual incentive plan and payment of awards thereunder. |
Role of Compensation Consultant
Role of Compensation Consultant As permitted by the Compensation Committee charter, the Compensation Committee periodically engages an independent outside compensation consultant to advise the Compensation Committee on executive compensation matters. The Compensation Committee continued to use Aon to provide executive compensation consulting services in 2024. Pursuant to the terms of its retention, Aon reported directly to the Compensation Committee, which retains sole authority to select, retain, terminate, and approve the fees and other retention terms of its relationship with Aon. With respect to compensation matters related to 2024, Aon assisted the Compensation Committee with the following:
Role of Compensation Consultant
| • | A review of named executive officer and director compensation. |
Role of Compensation Consultant
| • | The evaluation of its incentive programs for 2024. |
Role of Compensation Consultant
| • | The compilation of the 2024 Peer Group. |
Role of Compensation Consultant
| • | determining achievement of relative performance for performance share awards vesting in 2024 based upon Company TSR over a 3-year period as compared to the 2022 Peer Group. |
Role of Compensation Consultant
| • | the preparation of its compensation disclosures as required under Regulation S‑K with respect to this proxy statement including this Compensation Discussion and Analysis and associated tables and disclosures included herein by reference. |
Role of Compensation Consultant
The Compensation Committee evaluated Aon’s analysis and recommendations alongside other factors when making compensation decisions affecting our 2024 executive compensation. In 2024, the Compensation Committee reviewed its relationship with Aon. Considering all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, the Compensation Committee determined that it is not aware of any conflict of interest that has been raised by the work performed by Aon.
Elements of our Compensation Program
| Compensation Element | Description and Purpose | Link to Performance | Fixed/ Performance Based | Short/Long- Term | | Base Salary | Helps attract and retain executives through periodic payments of market-competitive base pay. | Based on individual performance, experience, and scope of responsibility. Used to establish cash and equity incentive award opportunities. | Fixed | Short-Term | | Annual Short-Term Incentives | Encourages achievement of financial performance metrics that create near‑term stockholder value. | Ties the executive’s compensation directly to factors that we believe are important to the success of the Company. | Performance Based | Short-Term | | | | Performance metrics include loan growth, deposit growth and earnings per share. Loan and deposit growth is integral to the future success of the Company, while earnings per share aligns executive pay with overall Company success. | | | | | | Annual short-term incentives are paid in cash. | | | | Long-Term Equity Incentive Awards | Aligns long-term interests of executives and stockholders while creating a retention incentive through multi-year vesting. | Restricted stock awards are time‑vested over three years. Performance share awards are determined based on Company TSR over a 3-year period as compared to the custom 2024 Peer Group. | Fixed & Performance Based | Long-Term | | Change in Control Agreements | Provides protection to our named executive officers in the event we are subject to a change in control. | - | Fixed | Long-Term | | Endorsement Split-Dollar Agreements | Bank-owned life insurance on Messrs. Broughton and Rushing. Designed to provide a long‑term retention incentive for the named executives, along with generating a favorable return for the Bank. | - | Fixed | Long-Term | | Other Compensation | Limited perquisites and health and welfare benefits on the same basis as other employees. | - | Fixed | - |
Peer Group Benchmarking
Peer Group Benchmarking For 2024 compensation determinations, the Compensation Committee (with assistance from its independent compensation consultant Aon), selected a benchmark group of publicly-traded financial institutions to use in assessing the compensation of our executive officers and directors. The peer group data is used by our Compensation Committee as information about pay levels and practices of similarly-sized financial institutions in the areas we compete for key talent. This information guides our Compensation Committee in providing a competitive level of total compensation to our executive officers while also maintaining “common sense” flexibility where necessary. Our Compensation Committee selected a peer group to use for 2024 based on a balanced assessment of the following criteria:
Peer Group Benchmarking
| ● | Total Assets between $10.0 - $30.0 billion; |
Peer Group Benchmarking
| ● | Generally located within a top 300 metropolitan areas; |
Peer Group Benchmarking
| ● | Not located in the Mountain Pacific or Northeast regions; |
Peer Group Benchmarking
| ● | Commercial lending focus; |
Peer Group Benchmarking
| ● | Excludes companies being acquired and recent mutual conversions; and |
Peer Group Benchmarking
| ● | Individual consideration given for business model compatibility. |
Peer Group Benchmarking
Our Compensation Committee also utilized a proprietary database from Aon when making compensation determinations for our Chief Credit Officer, Mr. Abbott. The 2024 Peer Group included the following companies:
Peer Group Benchmarking
| Company Name | State | | Bank OZK | AR | | Ameris Bancorp | GA | | Atlantic Union Bankshares Corporation | VA | | Independent Bank Group, Inc. | TX | | Trustmark Corporation | MS | | Wesbanco, Inc. | WV | | First Financial Bancorp. | OH | | TowneBank | VA | | International Bancshares Corporation | TX | | WSFS Financial Corporation | DE | | Provident Financial Services, Inc. | NJ | | Sandy Spring Bancorp, Inc. | MD | | First Busey Corporation | IL | | Enterprise Financial Services Corp. | MO | | First Financial Bankshares, Inc. | TX | | Eagle Bancorp, Inc. | MD | | Veritex Holdings, Inc. | TX | | First Foundation Inc. | TX | | Renasant Corporation | MS | | First Merchants Corporation | IN | | Seacoast Banking Corporation of Florida | FL | | Stellar Bancorp, Inc. | TX |
Peer Group Benchmarking
When determining compensation for our executive officers for 2024, our Compensation Committee considered the median range of total compensation and components of compensation for the comparable roles within the 2024 Peer Group companies. As discussed above, our Compensation Committee did not seek to set compensation at specific target levels as compared to the 2024 Peer Group. Instead, our Compensation Committee used the information provided by the 2024 Peer Group to assess compensation levels and to provide a competitive level of total compensation for our executives.
Annual Incentive Compensation
Annual Incentive Compensation In 2021, our Board and Compensation Committee adopted an annual incentive plan administered by the Compensation Committee. The adoption of a performance-based annual incentive plan accomplished two goals: (1) tied short-term compensation for our named executive officers to specific Company performance metrics; and (2) provided a mechanism for delivery of additional cash compensation to our named executive officers in a manner that is recognized as a best practice in the market. The annual incentive plan provides a framework for annual or short-term cash incentive award opportunities for our executive officers and key employees. Prior to or shortly after the beginning of each performance period, our Compensation Committee establishes the specific performance goals and designates each participant’s target award under the plan. The following table sets forth the target award under the annual incentive plan for the year ended December 31, 2024:
Annual Incentive Compensation
| Named Executive Officer(1) | Target Award (as a % of base salary) | Target Award ($) | | Thomas A. Broughton, III | 105% | $783,300 | | Rodney E. Rushing | 75% | 356,250 | | Henry F. Abbott | 50% | 123,500 | | Kirk Pressley | 50% | 187,000 |
Annual Incentive Compensation
| (1) Neither Mr. Woodie nor Mr. Foshee were participants in the annual incentive plan during the year ended December 31, 2024. |
Performance Objectives
Performance Objectives Our Compensation Committee utilized three performance objectives for the 2024 annual incentive plan: earnings per share, loan growth and deposit growth. Loan growth and deposit growth are important factors for our success, particularly in the current environment of elevated interest rates and increased deposit competition, so thirty percent (30%) of the total performance objective was weighted to loan growth and twenty percent (20%) of the total performance objective was weighted to deposit growth. Our Compensation Committee allocated fifty percent (50%) of the annual incentive to earnings per share in order to incentivize our named executive officers to work towards results that directly benefit our stockholders in the near term. A credit quality modifier consisting of the ratio of nonperforming assets to total assets was utilized because credit quality is an important component of our success and financial performance. The following table sets forth the assigned weight for each performance objective for our 2024 annual incentive plan, and the threshold, target and maximum performance level for each objective, along with our 2024 actual performance:
Annual Incentive Plan Award Opportunities
Annual Incentive Plan Award Opportunities The Compensation Committee established the annual incentive plan award opportunities for our named executive officers as a percentage of base salary. Target award opportunities were designed to provide for total cash compensation that rewards executives for successful achievement of loan growth, deposit growth and earnings per share while being competitive with total cash compensation among our peers. The following table sets forth the potential annual incentive award payments, expressed as a percentage of base salary:
Annual Incentive Plan Award Opportunities
| Named Executive Officer | Threshold as a % of Base Salary (%) | Threshold Incentive Payment ($) | Target as a % of Base Salary (%) | Target Incentive Payment ($) | Maximum as a % of Base Salary (%) | Maximum Incentive Payment ($) | | Thomas A. Broughton, III | 52.5% | $391,650 | 105% | $783,300 | 157.5% | $1,174,950 | | Rodney E. Rushing | 37.5 | 178,125 | 75 | 356,250 | 112.5 | 534,375 | | Henry F. Abbott | 25 | 61,750 | 50 | 123,500 | 75 | 185,250 | | Kirk Pressley | 25 | 93,500 | 50 | 187,000 | 75 | 280,500 |
Annual Incentive Plan Award Opportunities
Threshold, target and maximum incentive payments in the table above are based on base salaries effective at year-end 2024, and do not take into effect the Credit Quality Modifier described above.
Annual Incentive Plan Award Payouts
Annual Incentive Plan Award Payouts The payout level under our annual incentive plan in 2024, based on actual results of the three performance objectives, was 15.9% of the target payout level. The Company maintained exceptional credit quality during 2024 with a nonperforming assets to total assets ratio of 0.34%, significantly below the first adjustment threshold of 1.50%. The Company achieved moderate loan growth for the year ended December 31, 2024, achieving growth of 8.1%, or the amount necessary to attain the threshold performance level. Earnings per share were $4.16, below the threshold level of $4.20. Deposit growth was 2.0%, below the threshold level of 7.0%. This performance is reflected in each of our named executive officers’ total compensation for the year ended December 31, 2024, which is generally consistent with or below each of the prior two years. The 2024 year presented significant challenges for the banking industry that impacted earnings per share, loan growth and deposit growth. During 2023, despite the high levels of deposit competition in the industry, the Company had significant growth in deposits. This growth resulted in several high-cost relationships in 2023 and 2024. During 2024, the Company intentionally reduced several of the high-cost relationships, which impacted the deposit growth metric. During 2024, the Company’s loan growth of 8.1% greatly exceed the industry average of approximately 2.0%. Additionally, bank failures in the spring of 2023 caused the Federal Deposit Insurance Corporation to make special assessments on financial institutions, including ours, which impacted the earnings per share metric during 2024. Furthermore, during 2024, the Company elected to establish a reserve related to Hurricane Helene and leave it in place in light of Hurricane Milton in the later part of the year, which further impacted the Company’s earnings per share metric. The Compensation Committee and Board credit our named executive officers for our results despite the challenges describe above and determined to issue discretionary bonuses. The results, achievements and factors the Compensation Committee and Board considered in granting the discretionary bonuses include our named executive officers’ having navigated the challenges during 2024 described above, maintaining consistent deposits in a time of increased deposit competition and a deposit rationalization program, loan growth significantly exceeding industry averages, and the impact of unique items on earnings per share for the performance period. Accordingly, our Board elected to exercise its discretion to award each of our named executive officers a discretionary bonus equaling $375,455 for Mr. Broughton, $168,356 for Mr. Rushing and $50,364 for Mr. Abbott. The total award amounts for 2024 were 17.4% lower than the total award amounts in 2023 for Mr. Broughton, 11.8% lower for Mr. Rushing and 26.8% lower for Mr. Abbot. The total combined award amounts across the annual incentive plan and the discretionary awards for each named executive officer remained below each named executive officer’s target payout level. The following table sets forth the actual awards (including the discretionary bonus), award as a percentage of the target award, and award as percentage of base salary:
Annual Incentive Plan Award Payouts
| Named Executive Officer | 2024 Award ($) | Award as % of Target(1) | Award as % of Base Salary(1) | | Thomas A. Broughton, III | $500,000 | 63.8% | 67.0% | | Rodney E. Rushing | 225,000 | 63.2 | 47.4 | | Henry F. Abbott | 70,000 | 56.7 | 28.3 |
Annual Incentive Plan Award Payouts
| (1) Percentages are rounded to the nearest tenth of a percent. |
Equity-Based Incentive Compensation
Equity-Based Incentive Compensation Our Compensation Committee makes annual equity grants to our named executive officers in order to be competitive with market best practices, to align executives with stockholders and to address potential retention concerns. Time-based restricted stock awards are intended to aid in retention of our named executive officers, while performance share awards reward our named executive officers for delivering high total shareholder returns when compared against our peer companies. The following table shows the grants of time-based restricted stock and performance shares during 2024:
Equity-Based Incentive Compensation
| Named Executive Officer | Time-based Restricted Stock (#) | Target Value of 2024 Restricted Stock Award ($) | Target Performance Shares (#) | Target Value of 2024 Performance Shares ($) | Total Target Award Value ($) | | Thomas A. Broughton, III | 5,744 | $391,650 | 5,768 | $391,650 | $783,300 | | Rodney E. Rushing | 1,742 | 118,750 | 1,749 | 118,750 | 237,500 | | Kirk Pressley | 1,371 | 93,500 | 1,377 | 93,500 | 187,000 |
Equity-Based Incentive Compensation
| Performance Level | Company Percent Rank Relative to 2024 Peer Group | Number of Performance Shares Earned | | Threshold | 35th Percentile | 50% of Target | | Target | 50th Percentile | 100% of Target | | Maximum | 75th Percentile | 150% of Target |
Equity-Based Incentive Compensation
The percentage of performance shares earned if our TSR Percent Rank Relative to the 2024 Peer Group is between threshold and target or between target and maximum will be determined by linear interpolation. Notwithstanding the foregoing, if our TSR at the end of the Performance Period is negative, then the maximum number of performance shares that can be earned is the target number of performance shares, regardless of how our TSR compares to the 2024 Peer Group at the end of the Performance Period. This mechanism is intended to prevent our named executive officers from receiving more than the target number of performance shares if our TSR at the end of the Performance Period is negative, even if such TSR exceeds 50% of our 2024 Peer Group. As of December 31, 2024, the Company’s TSR percent rank relative to the 2024 Peer Group equaled the 100th percentile, which, if maintained through the end of the 2024 Performance Period, would entitle our named executive officers to 150% of the target 2024 performance shares awarded.
2023 Performance Share Award Performance
2023 Performance Share Award Performance The performance share awards granted to our named executive officers during 2023 remain outstanding. The number of performance shares earned will be determined by reference to the Company’s TSR relative to the peer group of companies selected in 2023 (the “2023 Peer Group”) over the performance period commencing on January 1, 2023 and ending on December 31, 2025 (the “2023 Performance Period”). Depending on our TSR percent rank relative to the 2023 Peer Group, our named executive officers may earn between 0% and 150% of the target number of performance shares granted in 2023 depending on the Company’s attainment of the TSR percent rank relative to the 2023 Peer Group on the last day of the 2023 Performance Period. As of December 31, 2024, the Company’s TSR percent rank relative to the 2023 Peer Group equaled the 90th percentile, which, if maintained through the end of the 2023 Performance Period, would entitle our named executive officers to 150% of the target 2023 performance shares awarded. The 2023 benchmark peer group used to determine 2023 performance share awards and assess the Company’s TSR performance is the same 2023 Peer Group previously identified.
2022 Performance Share Award Performance
2022 Performance Share Award Performance In January 2025, our Compensation Committee reviewed the achievement levels of the 2022 performance share awards with the assistance of our compensation consultant. The number of performance shares earned were determined by reference to the Company’s TSR relative to the 2022 peer group over the performance period commencing on January 1, 2022 and ending on December 31, 2024 (the “2022 Performance Period”). Depending on our TSR percent rank relative to the 2022 Peer Group, our named executive officers could have earned between 0% and 150% of the target number of performance shares awarded to them under the 2022 performance share awards. The Compensation Committee, with the assistance of our compensation consultant, determined that the Company’s TSR percent rank relative to the 2022 Peer Group equaled the 100th percentile, which resulted in issuance of 150% of the target 2022 performance shares, and awarded Mr. Broughton 12,399 performance shares, Mr. Rushing 3,280 shares and Mr. Foshee 2,974 shares in January 2024. The issuance of these performance shares is shown below in the “Option Exercises and Stock Vested” table. The 2022 benchmark peer group used to determine 2022 performance share awards and assess the Company’s TSR performance is the same 2022 Peer Group previously identified, except that it excludes Lakeland Bancorp, which merged with Provident Financial Services, Inc. in May 2024.
Severance and Change in Control
Severance and Change in Control As of February 25, 2021, we entered into Change in Control Agreements with each of our named executive officers based upon our determination that financial institutions in the markets we operate routinely enter into change in control agreements with their executives. Each of these agreements provides the officer with certain employment protections for a two-year period following a change in control of the Company (the “Protected Period”). The Change in Control Agreements are “double-trigger” agreements, meaning that an executive’s employment must be terminated during the Protected Period in order to receive benefits under the agreement. If the officer’s employment is terminated during the Protected Period without Cause or by the officer with Good Reason (as those terms are defined in the Change in Control Agreements), the officer would be entitled to receive, among other benefits: (1) a cash severance payment equal to a specific multiple 2.99x for Mr. Broughton, 2x for Messrs. Rushing, Foshee and Pressley, 1.5x for Mr. Abbott and 1x for Mr. Woodie of the sum of (a) the officer’s base salary at the time of termination, and (b) the average cash bonus paid to the officer over the prior three years; and (2) a pro-rata bonus for the fiscal year in which the termination occurs. Each of the named executive officers would also be entitled to receive a lump sum cash payment equal to 18 months’ worth of COBRA premiums, based on the officer’s then-current coverage elections. In addition, certain pre-change in control terminations will be deemed to constitute change in control terminations if such terminations occur at the request or direction of a person who has entered into an agreement that would constitute a change in control upon consummation, or in connection with or anticipation of a change in control transaction with such person, subject to certain conditions. See “Executive Compensation — Potential Payments Upon Termination or Change in Control” for more information. As a condition to receipt of any of the payments or benefits described in the Change in Control Agreements, each named executive officer would be required to execute a standard separation and release agreement containing a release of all claims, if any, against the Company within a 45-day period following the officer’s termination date. Each named executive officer would also be subject to certain confidentiality, non-competition and non-solicitation obligations and receipt of payments and benefits would be subject to the officer’s continued compliance with such obligations. Our officers agree to maintain the confidentiality of our confidential information. For a period of six months following such officer’s termination date, each of our officers has agreed to not engage in similar activities within a sixty (60) mile radius of any Company office, and has further agreed to not solicit any Company employees or customers for a period of one year following such officer’s termination date. Our officers would not be entitled to any tax gross-ups for excise taxes that may be triggered under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended. However, our officers are entitled to receive the “best net” treatment, which means that if the total of all change in control payments due such officer exceeds the threshold that would trigger the imposition of excise taxes, the officer will either (1) receive all payments and benefits due and the officer will be responsible for paying all such taxes or (2) have such payments and benefits reduced such that imposition of the excise tax is no longer triggered, depending on which method provides the officer with the better after-tax result. Each Change in Control Agreement has an initial term of five (5) years from execution through December 31, 2025, but is subject to additional five year “evergreen” renewal periods unless we provide written notice to the officer by June 30 of the final year in the then current term. Our Stock Incentive Plan also allows for the accelerated vesting of equity awards in the event of a change in control. In general, under this Plan a “change in control” means a reorganization, merger or consolidation of the Company or the Bank with or into another entity where our stockholders before the transaction own less than 50% of our combined voting power after the transaction, a sale of all or substantially all of our assets or a purchase of more than 50% of the combined voting power of our outstanding capital stock in a single transaction or a series of related transactions by one “person” (as that term is used in Section 13(d) of the Exchange Act) or more than one person acting in concert.
Summary Compensation Table
Summary Compensation Table The following table sets forth the aggregate compensation paid by us or the Bank to our named executive officers:
Summary Compensation Table
| Name and Principal Position Held | Year | Salary | Bonus(1) | Stock Awards(2) | Option Awards | Non-Equity Incentive Plan Comp(3) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings | All Other Compensation(4) | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Thomas A. Broughton, III | 2024 | 746,000 | 375,455 | 783,300 | - | 124,545 | - | 63,728(5) | 2,093,028 | | President and Chief | 2023 | 721,000 | 264,968 | 757,050 | - | 340,673 | - | 56,297 | 2,139,984 | | Executive Officer | 2022 | 700,000 | 67,500 | 691,000 | - | 1,102,500 | - | 51,554 | 2,612,554 | | Rodney E. Rushing | 2024 | 475,000 | 168,356 | 237,500 | - | 56,644 | - | 43,904 | 981,404 | | EVP and Chief | 2023 | 425,000 | 111,563 | 200,000 | - | 143,438 | - | 39,277 | 919,278 | | Operating Officer | 2022 | 400,000 | 50,000 | 188,151 | - | 300,000 | - | 35,975 | 974,126 | | Henry F. Abbott | 2024 | 247,000 | 50,364 | 65,120 | - | 19,637 | - | 42,244 | 424,365 | | SVP and Chief Credit | 2023 | 239,000 | 41,825 | - | - | 53,775 | - | 34,080 | 368,680 | | Officer | 2022 | 232,000 | 1,000 | 42,330 | - | 174,000 | - | 28,518 | 477,848 | | Edison K. Woodie, III | 2024 | 225,000 | 70,000 | - | - | - | - | 27,467 | 322,467 | | Former Interim Chief Financial Officer | | | | | | | | | | | William M. Foshee | 2024 | 64,505 | - | - | - | - | - | 20,917 | 85,422 | | Former EVP and Chief | 2023 | 361,000 | 63,175 | 180,500 | - | 81,225 | - | 40,731 | 726,631 | | Financial Officer | 2022 | 350,000 | 500 | 164,592 | - | 262,500 | - | 36,511 | 814,103 | | Kirk Pressley | 2024 | 305,758 | - | 187,000 | - | - | - | 187,832 | 680,590 | | Former EVP and | 2023 | 198,319 | 109,000 | 448,800 | - | - | - | - | 756,119 | | Chief Financial Officer | | | | | | | | | |
Summary Compensation Table
___________________
Summary Compensation Table
| (1) Reflects the upward discretionary adjustment under the Annual Incentive Plan as discussed above under Annual Incentive Plan Award Payouts. | | (2) Amounts shown represent the grant date fair value of the grants of restricted stock under our 2009 Amended and Restated Stock Incentive Plan in accordance with FASB ASC Topic 718 of awards made during 2024. Please refer to Note 13 (Employee and Director Benefits) in our 2024 Annual Report on Form 10-K for a discussion of the assumptions used to calculate this amount. Awards that are subject to performance conditions are included in the Summary Compensation Table assuming that target level performance conditions will be achieved. The following table summarizes the value of the awards subject to performance conditions at the grant date assuming that the highest level of performance conditions is achieved. Note that fractional shares do not vest until such fractional shares total a full share: |
Summary Compensation Table
| Name | Grant Date Fair Value of Stock Awards; Highest Level of Performance Conditions Achieved ($) | | Thomas A. Broughton, III | $587,471 | | Rodney E. Rushing | 178,101 | | Henry F. Abbott | - | | Edison K. Woodie, III | - | | William M. Foshee | - | | Kirk Pressley | 140,281 |
Summary Compensation Table
| (3) Represents amount awarded under our annual incentive plan. See Compensation Discussion & Analysis: Annual Incentive Compensation for additional information regarding amounts earned in 2024. | | (4) The amounts in this column include the following for 2024: |
Summary Compensation Table
| Name | Car Allowance | Country Club Allowance | Healthcare Premiums | Employer Contributions to 401(k) Plan | Group Life and Long-Term Disability Insurance Premiums | Imputed Income for Endorsement Split-Dollar Agreement | Separation Pay | | Thomas A. Broughton, III | $9,000 | $10,380 | $16,826 | $13,800 | $1,362 | $12,360 | | | Rodney E. Rushing | 9,000 | - | 16,826 | 11,646 | 1,362 | 5,070 | | | Henry F. Abbott | 5,400 | 6,200 | 19,020 | 10,264 | 1,340 | - | | | Edison K. Woodie, III | - | - | 16,826 | 9,422 | 1,219 | - | | | William Foshee | 2,800 | - | 2,804 | 8,400 | 227 | 6,646 | | | Kirk Pressley | 7,500 | - | 15,257 | 13,800 | 1,275 | - | $150,000 |
Summary Compensation Table
| (5) Mr. Broughton’s spouse travels with him on business trips using the Company aircraft from time to time. The Company has determined that Mrs. Broughton’s travel results in no additional incremental cost to the Company |
Grants of Plan-Based Awards for Fiscal 2024
Grants of Plan-Based Awards for Fiscal 2024 The following table summarizes each named executive officer’s 2024 annual incentive plan opportunity under the heading Estimated Future Payouts Under Nonequity Incentive Plan Awards. Actual annual incentive plan amounts earned are set forth in the Summary Compensation Table. See “Compensation Discussion and Analysis - Annual Incentive Compensation” for additional information regarding 2024 objectives and performance. The table also reflects equity incentive opportunities granted to our named executive officers in 2024. The threshold, target and maximum number of performance share awards are summarized under the heading Estimated Future Payouts under Equity Incentive Awards, while the heading All Other Stock Awards reflects time-based restricted stock awards. Our named executive officers did not receive stock option awards during fiscal 2024. See Compensation Discussion and Analysis: Equity-Based Incentive Compensation for additional detail.
Grants of Plan-Based Awards for Fiscal 2024
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Thomas A. Broughton, III | 1/29/24 | $391,650 | $783,300 | $1,174,950 | | | | | - | | | 1/29/24 | | | | 2,884 | 5,786 | 8,652 | | $391,650(4) | | | 1/29/24 | | | | | | | 5,744 | 391,650 | | Rodney E. Rushing | 1/29/24 | 178,125 | 356,250 | 534,375 | | | | | - | | | 1/29/24 | | | | 875 | 1,749 | 2,623 | | 118,750(4) | | | 1/29/24 | | | | | | | 1,742 | 118,750 | | Henry F. Abbott | 1/29/24 | 61,750 | 123,500 | 185,250 | | | | | - | | | 5/20/24 | | | | | | | 1,000 | 65,120 | | Edison K. Woodie, III | - | - | - | - | - | - | - | - | - | | William M. Foshee | - | - | - | - | - | - | - | - | - | | Kirk Pressley | 1/29/24 | 93,500 | 187,000 | 280,500 | | | | | - | | | 1/29/24 | | | | 689 | 1,377 | 2,066 | | 93,500(4) | | | 1/29/24 | | | | | | | 1,371 | 93,500 |
Grants of Plan-Based Awards for Fiscal 2024
| (1) Represents potential cash payments under our annual incentive compensation program for performance during the year ended December 31, 2024. The 2024 annual incentive opportunity consisted of three performed factors: earnings per share, loan growth and deposit growth. Potential awards may be subject to reduction due to a credit quality modifier. | | (2) Represents performance-based share awards granted in 2024 under our equity incentive program. | | (3) Represents time-based restricted stock granted in 2024. | | (4) Grant date fair value of 2024 performance share awards assuming target performance. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The below table details all outstanding equity awards as of December 31, 2024. All equity awards identified below were granted under our 2009 Amended and Restated Stock Incentive Plan.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) Exercisable | Number of Securities underlying unexercised options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option exercise price ($) | Option expiration date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Thomas A. Broughton, III | - | - | - | - | - | 5,744(2) | $486,747 | - | - | | | - | - | - | - | - | 3,441(3) | 291,562 | - | - | | | - | - | - | - | - | 1,447(4) | 122,619 | - | - | | | - | - | - | - | - | - | - | 8,652(5) | $733,171 | | | - | - | - | - | - | - | - | 8,078(6) | 684,530 | | | - | - | - | - | - | - | - | 4,569(7) | 389,465 | | Rodney E. Rushing | - | - | - | - | - | 1,742(8) | 147,617 | - | - | | | - | - | - | - | - | 909(9) | 77,000 | - | - | | | - | - | - | - | - | 394(10) | 33,388 | - | - | | | - | - | - | - | - | - | - | 2,623(11) | 222,273 | | | - | - | - | - | - | - | - | 2,135(12) | 180,878 | | | - | - | - | - | - | - | - | 1,244(13) | 105,417 | | Henry F. Abbott | - | - | - | - | - | 1000(14) | 84,740 | - | - | | | | | | | | 500(15) | 42,370 | - | - | | | | | | | | 500(16) | 42,370 | - | - | | Edison K. Woodie, III(17) | - | - | - | - | - | - | - | - | - | | William M. Foshee (18) | - | - | - | - | - | - | - | - | - | | Kirk Pressley(19) | - | - | - | - | - | - | - | - | - |
Outstanding Equity Awards at 2024 Fiscal Year-End
___________________
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) The market value is based on $84.74 per share, the closing price of our common stock on December 31, 2024, the last trading day of fiscal year 2024. | | (2) Represents the unvested portion of the grant of 5,744 shares of restricted stock on January 29, 2024, which vests 1/3 per year on the first three anniversaries of the grant date, provided the executive remains employed by the Company through the applicable vesting dates. | | (3) Represents the unvested portion of the grant of 5,161 shares of restricted stock on February 21, 2023, which vests 1/3 per year on the first three anniversaries of the grant date, provided the executive remains employed by the Company through the applicable vesting dates. As of December 31, 2024, 3,441 shares were unvested. | | (4) Represents the unvested portion of the grant of 4,341 shares of restricted stock made on January 24, 2022, which vests 1/3 per year on the first three anniversaries of the grant date, provided the executive remains employed by the Company through the applicable vesting date. As of December 31, 2024, 1,447 shares were unvested. | | (5) Reflects performance shares granted on January 29, 2024 with respect to the performance period ending December 31, 2026. Performance shares are earned based on the Company’s TSR relative to the 2024 Peer Group. The number of performance shares reported in this column assumes achievement at the maximum level for the performance criteria based on performance through December 31, 2024. | | (6) Reflects performance shares granted on February 21, 2023 with respect to the performance period ending December 31, 2025. Performance shares are earned based on the Company’s TSR relative to the 2023 Peer Group. The number of performance shares reported in this column assumes achievement at the maximum level for the performance criteria based on performance through December 31, 2024. | | (7) Reflects the number of performance shares actually issued for the performance period ending December 31, 2024. | | (8) Represents the unvested portion of the grant of 1,742 shares of restricted stock made on January 29, 2024, which vests 1/3 per year on the first three anniversaries of the grant date, provided the executive remains employed by the Company through the applicable vesting dates. | | (9) Represents the unvested portion of the grant of 1,363 shares of restricted stock made on February 21, 2023, which vests 1/3 per year on the first three anniversaries of the grant date, provided the executive remains employed by the Company through the applicable vesting dates. As of December 31, 2024, 909 shares were unvested. | | (10) Represents the unvested portion of the grant of 1,182 shares of restricted stock made on January 24, 2022, which vests 1/3 per year on the first three anniversaries of the grant date, provided the executive remains employed by the Company through the applicable vesting date. As of December 31, 2024, 394 shares were unvested. | | (11) Reflects performance shares granted on January 29, 2024 with respect to the performance period ending December 31, 2026. Performance shares are earned based on the Company’s TSR relative to the 2024 Peer Group. The number of performance shares reported in this column assumes achievement at the maximum level for the performance criteria based on performance through December 31, 2024. | | (12) Reflects performance shares granted on February 21, 2023 with respect to the performance period ending December 31, 2025. Performance shares are earned based on the Company’s TSR relative to the 2023 Peer Group. The number of performance shares reported in this column assumes achievement at the maximum level for the performance criteria based on performance through December 31, 2024. | | (13) Reflects the number of performance shares actually issued for the performance period ending December 31, 2024. | | (14) Represents the unvested portion of the grant of 1,000 shares of restricted stock made on May 20, 2024, which vests in full on the fifth anniversary of the grant date, provided the executive remains employed by the Company through the applicable vesting date. | | (15) Represents the unvested portion of the grant of 500 shares of restricted stock made on February 21, 2023, which vests in full on the fifth anniversary of the grant date, provided the executive remains employed by the Company through the applicable vesting date. | | (16) Represents the unvested portion of the grant of 500 shares of restricted stock made on January 24, 2022, which vests in full on the fifth anniversary of the grant date, provided the executive remains employed by the Company through the applicable vesting date. | | (17) Mr. Woodie did not have any equity awards outstanding at December 31, 2024. | | (18) Mr. Foshee did not have any equity awards outstanding at December 31, 2024. | | (19) Mr. Pressley did not have any equity awards outstanding at December 31, 2024. |
Option Exercises and Stock Vested for Fiscal 2024
Option Exercises and Stock Vested for Fiscal 2024 The following table sets forth information regarding option exercises by and restricted stock and performance share vesting for our named executive officers during 2024:
Option Exercises and Stock Vested for Fiscal 2024
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Thomas A. Broughton, III(1) | - | - | 18,321 | $1,230,322 | | Rodney E. Rushing(2) | - | - | 4,857 | 326,162 | | Henry F. Abbott(3) | - | - | - | - | | Edison K. Woodie, III(4) | - | - | - | - | | William M. Foshee(5) | - | - | 2,974 | 202,767 | | Kirk Pressley(6) | - | - | 2,000 | 118,900 |
Option Exercises and Stock Vested for Fiscal 2024
| (1) The value of the portion of the award vesting is based on a value closing price of the Company’s common stock on the vesting date, which was $66.19 on January 24, 2024, $65.81 on January 25, 2024 and $68.18 on January 29, 2024 and $62.68 on February 21, 2024. | | (2) On January 25, 2024, Mr. Broughton had 1/3 of his 2021 restricted stock award vest, in the amount of 2,756 shares; on January 24, 2024, Mr. Broughton had 1/3 of his 2022 restricted stock award vest, in the amount of 1,447 shares; on February 21, 2024, Mr. Broughton had 1/3 of his 2023 restricted stock award vest, in the amount of 1,720 shares, and on January 29, 2024, Mr. Broughton had 12,399 performance shares vest. | | (3) On January 25, 2024, Mr. Rushing had 1/3 of his 2021 restricted stock award vest, in the amount of 729 shares; on January 24, 2024, Mr. Rushing had 1/3 of his 2022 restricted stock award vest, in the amount of 394 shares; on February 21, 2024, Mr. Rushing had 1/3 of his 2023 restricted stock award vest, in the amount of 454 shares, and on January 29, 2024, Mr. Rushing had 3,280 performance shares vest. | | (4) Mr. Abbott did not have any restricted stock or performance share vest during the year ended December 31, 2024. | | (5) Mr. Woodie did not have any restricted stock or performance share vest during the year ended December 31, 2024. | | (6) On January 29, 2024, Mr. Foshee had 2,974 performance shares vest. | | (7) Mr. Pressley had 2,000 shares (representing 1/5 of a grant made in June 2023) vest during the year ended December 31, 2024. |
Pension Benefits
Pension Benefits The Company does not maintain any benefit plan that provides for payments or other benefits at, following or in connection with retirement, other than the Company’s 401(k) plan.
Nonqualified Deferred Compensation Plans
Nonqualified Deferred Compensation Plans The Company does not maintain any defined contribution or other plans that provide for the deferral of compensation on a basis that is not tax-qualified.
Chief Executive Officer Pay Ratio
Chief Executive Officer Pay Ratio Rules adopted by the SEC following passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act require us to provide a reasonable estimate of the ratio of the annual total compensation of our Chief Executive Officer to the median annual total compensation of our employees. We last identified our median employee in 2025 by comparing all salary, matching contributions to our 401(k) plan, annual incentive compensation, bonus compensation, long-term incentive awards vested in 2022 and our payment of insurance premiums and provision of other perquisites, as reported to the Internal Revenue Service on Form W-2 for 2022 for all of our employees (excluding our Chief Executive Officer) as of December 31, 2022. As further detailed in the paragraphs and Summary Compensation Table below, Mr. Broughton’s total annual compensation in fiscal 2024 was $2,093,028. The Company has determined that the annual compensation for its median employee for the same fiscal year was approximately $86,598. Accordingly, we believe that the ratio of the annual total compensation of Mr. Broughton, our Chief Executive Officer, to the median of the annual total compensation of all our employees in 2024 was 24.2 to 1.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and our performance for the fiscal years listed below.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment based on: | | Net Income (millions) | Basic Earnings Per Share | | | | | | | TSR | Peer Group TSR(4) | | | | 2024 | $2,093,028 | $2,903,059 | $498,850 | $362,285 | $243.52 | $130.90 | $227.2 | $4.17 | | 2023 | 2,139,984 | 2,109,738 | 692,677 | 736,614 | 188.97 | 115.64 | 206.9 | 3.80 | | 2022 | 2,612,554 | 2,634,492 | 755,359 | 807,351 | 191.23 | 116.10 | 251.5 | 4.63 | | 2021 | 2,546,502 | 3,583,655 | 962,371 | 960,478 | 232.85 | 124.74 | 207.7 | 3.83 | | 2020 | 1,560,626 | 1,547,188 | 504,616 | 525,789 | 109.19 | 91.29 | 169.6 | 3.15 |
Pay Versus Performance Disclosure
| (1) Mr. Broughton was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
Pay Versus Performance Disclosure
| 2020 | 2021 - 2022 | 2023 | 2024 | | Rodney E. Rushing | Rodney E. Rushing | Rodney E. Rushing | Rodney E. Rushing | | William M. Foshee | William M. Foshee | William M. Foshee | William M. Foshee | | Henry F. Abbott | Henry F. Abbott | Henry F. Abbott | Henry F. Abbott | | Clarence C. Pouncey III | | Kirk Pressley | Kirk Pressley | | | | | Edison K. Woodie, III |
Pay Versus Performance Disclosure
| (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. | | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards and Option Awards columns set forth in the applicable Summary Compensation Table. |
Pay Versus Performance Disclosure
| 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 | $2,093,028 | $(783,300) | $1,593,331 | $2,903,059 |
Pay Versus Performance Disclosure
| 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 | $498,850 | $(97,924) | $(38,641) | $362,285 |
Pay Versus Performance Disclosure
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance Disclosure
| 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 | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO | Total - Inclusion of Equity Values for PEO | | 2024 | $1,063,587 | $514,721 | $15,023 | - | $1,593,331 |
Pay Versus Performance Disclosure
| 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 | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | Total - Average Inclusion of Equity Values for Non-PEO NEOs | | 2024 | $81,533 | $31,054 | $(1,185) | $(150,043) | $(38,641) |
Pay Versus Performance Disclosure
| (4) The Peer Group TSR set forth in this table utilizes the KBW Nasdaq Regional Bank Index (KRX), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year for the Company and in the KBW Nasdaq Regional Bank Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. | | (5) We determined Basic Earnings Per Share 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 2024. This performance measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. |
Pay Versus Performance Disclosure
PEO and Average Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) 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, the cumulative TSR over the five most recently completed fiscal years for the Company, and the KBW Nasdaq Regional Bank Index cumulative TSR over the same period. PEO and Average Non-PEO NEO 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 the five most recently completed fiscal years. PEO and Average Non-PEO NEO Compensation Actually Paid and Earnings Per Share 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 Earnings Per Share during the five most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that we consider to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2024 to our performance. The measures in this table are not ranked.
Pay Versus Performance Disclosure
| Earnings Per Share | | Relative Total Stockholder Return Loan and Deposit Growth |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Estimated Payments upon a Termination or Change in Control
Estimated Payments upon a Termination or Change in Control The tables below contain the total payments one would receive under each termination scenario if the NEOs separated on December 31, 2024, except that the amounts for Mr. Foshee and Mr. Pressley represents amounts actually received for their voluntary departures during the year ended December 31, 2024. For all termination scenarios, the figures for long-term, equity-based incentive compensation awards are as of December 31, 2024, at the closing stock price of $84.74 on December 31, 2024. Terminations following a change in control are assumed to be within the Protected Period and either without “cause” if the Company terminated the NEO or with “good reason” if the NEO terminated employment.
Estimated Payments upon a Termination or Change in Control
| | Termination Scenarios | | | | | Executive | Voluntary ($)(1)(4) | With Cause | Death ($)(2)(4) | Disability ($)(3)(4) | | Thomas A. Broughton, III | $1,087,920 | - | $4,988,876 | $1,988,876 | | Rodney E. Rushing | 300,121 | - | 2,028,154 | 558,154 | | Henry F. Abbott | - | - | 169,480 | 169,480 | | Edison K. Woodie | - | - | - | - | | William M. Foshee(4) | - | - | - | - | | Kirk Pressley(5) | 150,000 | - | - | - |
Estimated Payments upon a Termination or Change in Control
| (1) Amounts in this column include the amount of performance shares each NEO is entitled to retain for meeting all retirement eligibility criteria under outstanding award agreements. Restricted stock is not included in these amounts because it does not vest upon retirement or other voluntary departures. No NEO besides Mr. Broughton and Mr. Rushing held performance shares as of December 31, 2024. | | (2) Amounts in this column include benefits paid under the endorsement split-dollar agreements for Messrs. Broughton and Rushing upon death and the total amount of long-term, equity-based compensation (including restricted stock and performance shares) each NEO is entitled either to retain or to have the vesting accelerated due to death. | | (3) Amounts in this column include the total amount of long-term, equity-based compensation (including restricted stock and performance shares) each NEO is entitled either to retain or to have the vesting accelerated due to disability. | | (4) For purposes of calculating the value of performance share awards, (i) the performance of the 2022 performance shares are shown at the amount actually earned, (ii) the 2023 performance share awards are shown at the threshold maximum amount, and (iii) the 2024 awards are shown at the maximum amount, all based on relative performance at December 31, 2024. These are further adjusted based on the ratio of the number of days the participant provided service during the performance period to the total number of days in the performance period. | | (4) Mr. Foshee retired from the Company during 2024. The amounts shown in this table are the actual amounts paid. | | (5) Mr. Pressley voluntarily terminated service during 2024. The amounts shown in this table are the actual amounts paid. |
Estimated Payments upon a Termination or Change in Control
| | Termination Following a Change in Control Without Cause or for Good Reason | | | | | Executive | Cash Severance(1) ($) | Unvested Equity(2) ($) | Other Benefits(3) ($) | Total(4) ($) | | Thomas A. Broughton, III | $5,659,510 | $1,736,464 | $39,636 | $7,435,610 | | Rodney E. Rushing | 1,765,834 | 487,989 | 39,636 | 2,293,459 | | Henry F. Abbott | 660,175 | 169,480 | 44,730 | 874,385 | | Edison K. Woodie, III | 338,526 | - | 39,636 | 378,162 | | William M. Foshee(5) | - | - | - | - | | Kirk Pressley(6) | - | - | - | - |
Estimated Payments upon a Termination or Change in Control
| (1) Includes (1) a cash severance payment equal to a specific multiple (2.99x for Mr. Broughton, 2x for Messrs. Rushing, Foshee and Pressley, 1.5x for Mr. Abbott and 1x for Mr. Woodie) of the sum of (a) base salary at the time of termination (base salary in effect during year ended December 31, 2024) and (b) average cash bonus paid over the prior three years (years ended December 31, 2021, 2022 and 2023); and (2) a pro-rata cash bonus for the fiscal year in which the termination occurs based on actual performance (for these purposes the actual bonus for the year ended December 31, 2024 is used). |
Estimated Payments upon a Termination or Change in Control
| (2) Restricted stock vests in full due to change in control. Performance shares are shown at target performance and adjusted based on the ratio of the number of days the participant provided service during the performance period to the total number of days in the performance period. |
Estimated Payments upon a Termination or Change in Control
| (3) Lump sum cash payment equal to 18-months of COBRA premiums, based on the officer’s then-current coverage elections. |
Estimated Payments upon a Termination or Change in Control
| (4) Subject to adjustment for “best net” treatment, which means that if the total of all change in control payments due an NEO exceeds the threshold that would trigger the imposition of excise taxes, the NEO will either (1) receive all payments and benefits due him and be responsible for paying all such taxes or (2) have his payments and benefits reduced such that imposition of the excise taxes is no longer triggered, depending on which method provides him with the better after-tax result. Each column rounded to nearest full dollar amount. |
Estimated Payments upon a Termination or Change in Control
| (5) Mr. Foshee retired from the Company during 2024. The amounts shown in the table above are the actual amounts paid. |
Estimated Payments upon a Termination or Change in Control
| (6) Mr. Pressley voluntarily terminated service during 2024. The amounts shown in the table above are the actual amounts paid. |