Ameris Bancorp DEF 14A, filed Apr 23, 2024

Ameris Bancorp (ABCB)

DEF 14A 2024-04-23 For: 2024-06-06

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Added on June 12, 2026

About this DEF 14A

Ameris Bancorp filed this DEF 14A on April 23, 2024.

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Proxy Statement Summary			1
Information About the 2024 Annual Meeting of Shareholders of Ameris Bancorp			1
Annual Meeting Agenda and Board Voting Recommendations			2
How to Cast Your Vote			2
How to Attend and Participate in the Annual Meeting			2
Shareholder Questions			3
Shareholder List			3
Business Overview			3
Director Nominees			4
Corporate Governance and Executive Compensation Program Highlights			5
Proxy Solicitation and Voting Information			6
Matters To Be Voted On			11
Proposal 1 — Election of Directors			11
Proposal 2 — Ratification of the Appointment of Our Independent Registered Public Accounting Firm			12
Proposal 3 — Advisory Vote on the Compensation of Our Named Executive Officers			12
Proposal 4 – Advisory Vote on the Frequency of the Advisory Vote on the Compensation of Our Named Executive Officers			13
Governance			15
Director Independence			15
Board Leadership Structure and Role in Risk Oversight			15
Director Nomination Process and Diversity			16
Service on Other Boards and Changes in Principal Occupation			18
Communicating with the Board and its Committees			18
Director Reviews and Education			18
Environmental, Social and Governance Matters			19
Oversight			19
Strategy			19
Human Capital Management			19
Board of Directors			22
Board Members			22
Board Committees			29
Board and Committee Meetings			30
Director Compensation			31
Information About Our Executive Officers			34
Executive Compensation			36
Compensation Discussion and Analysis			36
Compensation Committee Interlocks and Insider Participation			53
Compensation Committee Report			54
Compensation Tables			55
Employment Agreements			63
CEO Pay Ratio			65

Pay Versus Performance			66
Pay Versus Performance Table			66
Description of Relationship Between Compensation Actually Paid and Company Total Shareholder Return			68
Description of Relationship Between Compensation Actually Paid and Net Income			69
Description of Relationship Between Compensation Actually Paid and TBV Growth			69
Description of Relationship Between Company TSR and Peer Group TSR			70
Tabular List of Most Important Financial Performance Measures			70
Audit Matters			71
Audit Committee Report			71
Fees and Services			72
Policy on Audit Committee Pre-Approval and Permissible Non-Audit Services			72
Stock Ownership			73
Security Ownership of Certain Beneficial Owners and Management			73
Delinquent Section 16(a) Reports			75
Related Party Transactions			76
Related Party Transaction Policy			76
Transactions with Related Persons			77
Additional Information			78
Other Matters			78
Shareholder Proposals and Nominations			78
Annual Report			78
Exhibit A — Reconciliation of GAAP and Non-GAAP Financial Measures			A-1

Date:			June 6, 2024
Time:			9:30 a.m. ET
Location:			Virtual format only, via live audio webcast at www.virtualshareholdermeeting.com/ABCB2024.
Record Date and Voting:			You are entitled to vote at the Annual Meeting if you were a shareholder of record of the Company’s common stock, $1.00 par value per share (the “Common Stock”), as of the close of business on March 28, 2024, the record date for the Annual Meeting (the “Record Date”). Each share of Common Stock represented at the Annual Meeting is entitled to one vote for each director nominee with respect to the proposal to elect directors and one vote for each of the other proposals to be voted on.

Items of Business	Board Recommendation	Page Number
To elect each of the 13 director nominees named in this Proxy Statement to serve as a director until the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) and until his or her successor is duly elected and qualified (Proposal 1)	“FOR”	11
To ratify the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 2)	“FOR”	12
To hold an advisory vote on the compensation of our named executive officers (Proposal 3)	“FOR”	12
To hold an advisory vote on the frequency of the advisory vote on the compensation of our named executive officers (Proposal 4)	“1 YEAR”	13

Corporate Governance			Executive Compensation
• Annual Election of All Directors • Approximately 85% of Board Members are Independent • Strong Independent Lead Director of the Board • Independent Audit, Compensation, Corporate Governance and Nominating, and Enterprise Risk Committees of the Board • No Supermajority Voting Requirements in Articles of Incorporation or Bylaws • Formalized Annual Board and Committee Self-Assessments and Director Assessments • Majority Voting for Directors in Uncontested Elections • All Directors Attended at Least 75% of 2023 Meetings • Director Continuing Education • Regular Executive Sessions of Independent Directors • No Poison Pill in Effect			• Pay for Performance Philosophy • Independent Compensation Consultant Engaged by Compensation Committee • Annual Advisory Votes on Executive Compensation • Risk Oversight by Board and Committees, Including Enterprise Risk Committee • Limits Imposed on Maximum Incentive Award Payouts • Stock Ownership Requirements for Named Executive Officers and Directors • Insider Trading Policy Prohibits Hedging and Short Sales • Implementation of Mandatory Clawback Policy for Incentive Compensation Paid to Executive Officers

			By Order of the Board of Directors,

			Michael T. Pierson Corporate Secretary

WILLIAM I. BOWEN, JR.
	Age: 59 Ameris Bancorp director since November 2014 Ameris Bank director since November 2014	Board Committees: Corporate Governance and Nominating Credit Risk
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 Bowenz 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.

RODNEY D. BULLARD
	Age: 49 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019	Board Committees: Compensation
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.

WM. MILLARD CHOATE
	Age: 71 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019	Board Committees: Audit Credit Risk (Chair)
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.

R. DALE EZZELL
	Age: 74 Ameris Bancorp director since May 2010 Ameris Bank director since May 2010	Board Committees: Audit Compensation
Mr. Ezzell served as a director of Southland Bank, formerly a wholly owned subsidiary of the Company, from 1983 until the merger of Southland Bank into the Bank in 2006. He also served as Southland Bank’s Chairman from 1995 until such merger. Mr. Ezzell currently serves as Chairman of the Bank’s community board in Dothan, Alabama. Mr. Ezzell is the founder and owner of Wisecards Printing and Mailing, a direct mail advertising business in Abbeville, Alabama. Prior to establishing Wisecards in 2001, he served as President and Chief Executive Officer of Ezzell’s Inc., which operated several department stores in southeast Alabama and southwest Georgia, from 1987 to 2000. Mr. Ezzell holds a bachelor’s degree in engineering from Auburn University and resides in our Abbeville, Alabama market. His years as a director of a subsidiary bank, along with his varied business and practical experience, give him a valuable understanding of the issues faced by the Company and its customers.

LEO J. HILL
	Age: 68 Ameris Bancorp director since January 2013 Ameris Bank director since January 2013	Board Committees: Compensation (Chair) Corporate Governance and Nominating Executive
Mr. Hill has served as the Board’s Lead Independent Director since September 2019. Mr. Hill is the 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.

DANIEL B. JETER
	Age: 72 Ameris Bancorp director since April 1997 Ameris Bank director since April 2002	Board Committees: Compensation Enterprise Risk
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.

ROBERT P. LYNCH
	Age: 60 Ameris Bancorp director since February 2000 Ameris Bank director since February 2006	Board Committees: Audit (Chair) Credit Risk
Mr. Lynch is the Vice President and Chief Financial Officer of Lynch Management Company, which owns and manages seven automobile dealerships located in the Southeast. He has been with Lynch Management Company for more than 30 years. Mr. Lynch’s family also owns and operates Shady Dale Farm, a beef cattle operation located in Shady Dale, Georgia. He holds a bachelor’s degree in business administration from the University of Florida. Mr. Lynch resides in our Jacksonville, Florida market and currently serves as a member of the community board of the Bank for that market. His business experience is extensive and varied, which gives him a firsthand understanding of the challenges faced by not only the Company but also its commercial customers, as well as opportunities available to the Company and its commercial customers. This understanding informs his service as a director and is a key benefit to the Board.

ELIZABETH A. MCCAGUE
	Age: 74 Ameris Bancorp director since August 2016 Ameris Bank director since August 2016	Board Committees: Corporate Governance and Nominating Executive Enterprise Risk (Chair)
Ms. McCague currently serves as Chief Financial Officer for the Jacksonville Port Authority. She previously served as Interim Executive Director and Plan Administrator for the Jacksonville Police and Fire Pension Fund, where she was responsible for the management of the $1.6 billion pension portfolio and the administration of benefits. Ms. McCague provides mediation services for resolution of financial disputes through her business, McCague & Company, LLC. Ms. McCague has previously served on the UF Health Hospital Jacksonville board as the chair of the finance committee. She also has previously served as co-chair of the University of Florida Capital Campaign, a six-year, $1.5 billion effort, and chair of the North Florida Bank’s Advisory Board. She was also formerly the Chief Operating Officer of a software development company. She holds a bachelor’s degree in business administration from the University of Florida and a master of business administration degree from Jacksonville University. She resides in our Jacksonville, Florida market. Ms. McCague’s business experience is extensive and diverse, which provides valuable insight for the Bank and its customers.

CLAIRE E. MCLEAN
	Age: 44 Ameris Bancorp director since February 2024 Ameris Bank director since February 2024	Board Committees: None
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.

			Sincerely,

			H. Palmer Proctor, Jr. Chief Executive Officer

JAMES B. MILLER, JR.
	Age: 84 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019	Board Committees: Executive
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. Mr. Miller’s employment agreement with the Company provides that Mr. Miller will serve as Chairman and a member of the boards of directors of the Company and the Bank until June 30, 2022 (which is the date his employment with the Company ended in accordance with his employment agreement) and that any age restrictions relating to membership on such boards shall be waived for Mr. Miller. Accordingly, in connection with the Company’s acquisition of Fidelity, the Board determined to exclude Mr. Miller from the Company’s requirement for directors to retire from the Board at the annual meeting of the shareholders following the date that the director reaches age 75.

GLORIA A. O’NEAL
	Age: 74 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019	Board Committees: Audit Enterprise Risk
Prior to the Company’s acquisition of Fidelity, Ms. O’Neal served as director of Fidelity and Fidelity Bank since 2018. Ms. O’Neal is a community leader who brings unique experience to the Board. She has served on many non-profit boards, including Rotary, and was a Court Appointed Special Advocate for Dekalb County and Treasurer of a preschool in Dahlonega. She remains active in a number of community outreach activities. She directs a monthly food ministry that benefits the needs of the local community and is a member of Women of Jeremiah’s Place, a non-profit organization providing financial counseling and transitional housing to homeless families. In 2014, after 33 years of service, she retired from Fidelity Bank to pursue her volunteer work. Ms. O’Neal last served at Fidelity Bank as Executive Vice President and Chief Risk Officer, after having been Internal Auditor. She has extensive experience with risk management, regulatory requirements, credit administration, operations and financial reporting, among other aspects of banking. Ms. O’Neal’s extensive banking experience qualifies her to serve as a director.

H. PALMER PROCTOR, JR.
	Age: 56 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019	Board Committees: Executive (Chair)
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. 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.

WILLIAM H. STERN
	Age: 67 Ameris Bancorp director since November 2013 Ameris Bank director since November 2013	Board Committees: Compensation Corporate Governance and Nominating (Chair) Executive
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.

	Director Name			Number of Meetings in 2023
	Board of Directors			6
	Audit Committee			5
	Compensation Committee			5
	Corporate Governance and Nominating Committee			4
	Executive Committee			3
	Enterprise Risk Committee			4
	Credit Risk Committee			4

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	Total
William I. Bowen, Jr.	$67,200	$85,024	$ —	$ —	$ —	$1,034	$153,258
Rodney D. Bullard	$60,000	$85,024	$—	$—	$ —	$1,034	$146,058
Wm. Millard Choate	$70,000	$85,024	$—	$—	$ —	$1,034	$156,058
R. Dale Ezzell	$65,000	$85,024	$—	$—	$ —	$1,034	$151,058
Leo J. Hill	$125,000	$85,024	$—	$—	$ —	$1,034	$211,058
Daniel B. Jeter	$64,800	$85,024	$—	$—	$ —	$1,034	$150,858
Robert P. Lynch	$94,800	$85,024	$—	$—	$ —	$1,034	$180,858
Elizabeth A. McCague	$90,000	$85,024	$—	$—	$ —	$1,034	$176,058
James B. Miller, Jr.	$140,000	$85,024	$—	$—	$ —	$907,235	$1,132,259
Gloria A. O’Neal	$60,000	$85,024	$—	$—	$ —	$1,034	$146,058
William H. Stern	$87,200	$85,024	$—	$—	$ —	$1,034	$173,258
Jimmy D. Veal	$67,200	$85,024	$—	$—	$ —	$1,034	$153,258

Name, Age and Term as Officer	Position	Principal Occupation for the Last Five Years and Other Directorships
H. Palmer Proctor, Jr., 56 Officer since 2019	Chief Executive Officer	Chief Executive Officer of the Company and the Bank since July 2019, and Vice Chairman of the Board since July 2022. Prior to the Company’s acquisition of Fidelity, President of Fidelity since April 2006; Chief Executive Officer of Fidelity Bank since April 2017; President of Fidelity Bank since October 2004; and a director of Fidelity and Fidelity Bank since 2004. 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.
Lawton E. Bassett, III, 55 Officer since 2016	Corporate Executive Vice President, Chief Banking Officer and Bank President	Chief Banking Officer of the Company and Bank President since February 2017; Corporate Executive Vice President since February 2016; Chief Banking Officer for Alabama and Georgia from February 2016 through January 2017; and Regional President and Market President from 2006 through January 2017. From 2003 through 2006, served as President and Chief Executive Officer of Citizens Security Bank, formerly a wholly owned subsidiary of the Company. Prior to joining the Company, served in various commercial lending and leadership roles at Barnett Bank and SunTrust.
Nicole S. Stokes, 49 Officer since 2018	Corporate Executive Vice President and Chief Financial Officer	Corporate Executive Vice President and Chief Financial Officer of the Company and the Bank since January 2018; Chief Financial Officer of the Bank since June 2016; and Senior Vice President and Controller from December 2010 through May 2016.
Ross L. Creasy, 50 Officer since 2019	Corporate Executive Vice President and Chief Information Officer	Corporate Executive Vice President and Chief Information Officer of the Company and the Bank since July 2019. Prior to the Company’s acquisition of Fidelity, Chief Information Officer of Fidelity Bank since July 2018, during which Mr. Creasy oversaw Technology and Operations. Prior to joining Fidelity, served in various positions with E*TRADE, Capital One and the Federal Reserve.

Company	Total Assets (12/31/2023)	Company	Total Assets (12/31/2023)
Cadence Bank	$48.9	Simmons First National Corporation	$27.3
Pinnacle Financial Partners, Inc.	$48.0	United Community Banks, Inc.	$27.3
SouthState Corporation	$44.9	Home Bancshares, Inc.	$22.7
UMB Financial Corporation	$44.0	Atlantic Union Bankshares Corporation	$21.2
Hancock Whitney Corporation	$35.6	Independent Bank Group, Inc.	$19.0
Bank OZK	$34.2	Trustmark Corporation	$18.7
Commerce Bancshares, Inc.	$31.7	Renasant Corporation	$17.4
United Bankshares, Inc.	$29.9	Hilltop Holdings Inc.	$16.5
Median		$28.6
Ameris Bancorp		$25.2

Component	Type	Objectives
Base Salary	Fixed	• Attract and retain executives • Compensate executive for level of responsibility and experience
Short-Term (Annual) Incentives	Variable	• Reward achievement of the Company’s annual financial and operational goals • Promote accountability and strategic decision-making
Long-Term Incentives	Variable	• Align management and shareholder goals by linking management compensation to share price over extended period • Encourage long-term, strategic decision-making • Reward achievement of long-term Company performance goals • Promote accountability • Retain key executives
Perquisites and Other Personal Benefits	Fixed	• Foster the health and well-being of executives • Attract and retain executives
Retirement Income and Savings Plans	Fixed	• Retain key executives • Reward employee loyalty and long-term service
Post-Termination Compensation and Benefits	Fixed	• Attract and retain executives • Promote continuity in management • Promote equitable separations between the Company and its executives

	2022 Base Salary	2023 Base Salary	Total Adjustment
H. Palmer Proctor, Jr.	$885,000	$925,000	5%
Nicole S. Stokes	$471,000	$485,000	3%
Lawton E. Bassett, III	$500,000	$500,000	0%
Jon S. Edwards	$402,000	$414,000	3%
James A. LaHaise	$442,000	$455,000	3%

	Performance Measure			Weight
	Credit Quality			33.0%
	ROA (Return on Assets)			34.0%
	Efficiency Ratio			33.0%

Named Executive Officer	Threshold (% of salary)	Target (% of salary)	Maximum (% of salary)
H. Palmer Proctor, Jr.	55.00%	110.00%	187.00%
Nicole S. Stokes	37.50%	75.00%	127.50%
Lawton E. Bassett, III	32.50%	65.00%	110.50%
Jon S. Edwards	32.50%	65.00%	110.50%
James A. LaHaise	37.50%	75.00%	127.50%

	33% Weight Credit Quality	34% Weight ROA⁽²⁾	33% Weight Efficiency Ratio
Threshold	0.50%	25^th percentile	59.00%
Target Minimum	0.40%	50^th percentile	56.00%
Target Maximum	0.35%	60^th percentile	55.00%
Maximum	0.25%	75^th percentile	52.00%
Actual	0.33%⁽¹⁾	1.06%	52.58%
Actual Payout Percentage	130.00%	97.12%	160.33%
Total Weighted Payout = 128.83%

Named Executive Officer	Base Salary X	Target (% of salary) X	Company Achievement X	Individual Performance =	Actual Incentive Payout
H. Palmer Proctor, Jr.	$925,000	110%	128.83%	110%	$1,441,926
Nicole S. Stokes	$485,000	75%	128.83%	110%	$515,480
Lawton E. Bassett, III	$500,000	65%	128.83%	110%	$460,566
Jon S. Edwards	$414,000	65%	128.83%	110%	$381,349
James A. LaHaise	$455,000	75%	128.83%	110%	$483,594

	Named Executive Officer			LTI Target
	H. Palmer Proctor, Jr.			$2,600,000
	Nicole S. Stokes			$600,000
	Lawton E. Bassett, III			$500,000
	Jon S. Edwards			$500,000
	James A. LaHaise			$600,000

Performance Condition	2021 Internal Metric Performance Stock Units
Performance Condition	Threshold	Target	Maximum	Actual
TBV Growth	$31.53	$36.03	$40.94	$35.60
Incentive Payout	25%	100%	200%	93%

	NEO			Number of Shares Issued
	H. Palmer Proctor, Jr.			6,540
	Nicole S. Stokes			2,012
	Lawton E. Bassett, III			1,760
	Jon S. Edwards			1,510
	James A. LaHaise			1,760

Performance Condition	2021 Total Shareholder Return Performance Stock Units
Performance Condition	Threshold	Target	Maximum	Actual
ROTCE	12.20%	13.52%	15.70%	17.56%
Incentive Payout	25%	100%	200%	200%

	NEO			Number of Shares Issued
	H. Palmer Proctor, Jr.			14,032
	Nicole S. Stokes			4,318
	Lawton E. Bassett, III			3,778
	Jon S. Edwards			3,238
	James A. LaHaise			3,778

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	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
	2021	$850,000	$—	$1,317,066	$—	$1,219,240	$—	$51,200	$3,437,506
Nicole S. Stokes Corporate EVP and CFO	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
	2021	$450,833	$—	$405,266	$—	$422,359	$10,286	$35,183	$1,323,927
Lawton E. Bassett, III EVP and Banking Group President	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
	2021	$500,000	$—	$354,584	$—	$466,180	$26,867	$29,283	$1,376,914
Jon S. Edwards Corporate EVP and Chief Credit Officer	2023	$412,000	$—	$505,709	$—	$381,349	$110,005	$42,687	$1,451,750
	2022	$399,333	$—	$502,149	$—	$393,348	$134,560	$24,707	$1,454,097
	2021	$384,167	$—	$303,994	$—	$359,891	$80,864	$28,382	$1,157,298
James A. LaHaise Corporate EVP and Chief Strategy Officer	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
	2021	$416,667	$—	$354,584	$—	$396,253	$74,456	$33,179	$1,275,139