Ameris Bancorp PRE 14A, filed Apr 17, 2020

Ameris Bancorp (ABCB)

PRE 14A 2020-04-17 For: 2020-06-11

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	Proxy Statement Summary					1
	Information About the Annual Meeting of Shareholders					1
	How to Cast Your Vote					2
	Meeting Agenda and Voting Recommendations					2
	Business Overview					2
	Director Nominees					3
	Corporate Governance and Executive Compensation Program Highlights					4
	Proxy Solicitation and Voting Information					5
	Proposal 1 — Election of Directors					10
	Board Overview					10
	Director Nominees					10
	Continuing Directors					16
	Board and Committee Matters					19
	Director Independence					19
	Committees of the Board					19
	Board and Committee Meetings					21
	Identifying and Evaluating Nominees					21
	Board Leadership Structure and Role in Risk Oversight					23
	Director Reviews and Education					23
	Compensation Committee Interlocks and Insider Participation					24
	Communication with the Board and its Committees					24
	Compensation of Directors					25
	Director Compensation Table					25
	Employment Agreement with Mr. Miller					26
	Information About Our Executive Officers					28
	Executive Compensation					30
	Compensation Discussion and Analysis					30
	Compensation Committee Report					49
	Summary Compensation and Other Tables					50
	CEO Pay Ratio					57
	Report of the Audit Committee of the Board					59
	Proposal 2 — Ratification of the Appointment of Our Independent Registered Public Accounting Firm					60
	Fees and Services					60
	Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services					60
	Proposal 3 — Advisory Approval of the Compensation of Our Named Executive Officers					61
	Proposal 4 — Amendment of Our Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock					62
	Reasons for the Proposed Increase in Authorized Shares of Common Stock					62
	Proposed Amendment to Our Articles of Incorporation					63
	Proposal 5 — Amendment of Our Articles of Incorporation to Eliminate Supermajority Vote Requirement					64

	Description of the Supermajority Vote Requirement					64
	Reasons for the Proposed Elimination of Supermajority Vote Requirement					64
	Proposed Amendment to Our Articles of Incorporation					65
	Proposal 6 — Amendment of Our Articles of Incorporation and Bylaws to Declassify Our Board of Directors					66
	Current Classified Board Structure					66
	Reasons for the Proposed Declassification					66
	Proposed Amendments to Our Articles of Incorporation and Bylaws					67
	Security Ownership of Certain Beneficial Owners and Management					68
	Delinquent Section 16(a) Reports					70
	Certain Relationships and Related Transactions					70
	Other Matters					70
	Additional Information					70
	Shareholder Proposals					70
	Annual Report					71
	Solicitation of Proxies and Expenses of Solicitation					71
	Exhibit A — Reconciliation of GAAP and Non-GAAP Financial Measures					A-1

	Date:			June 11, 2020
	Time:			9:30 a.m., local time
	Place:			Two Ameris Center 3500 Piedmont Road N.E. Atlanta, Georgia 30305
				We continue to monitor developments regarding the coronavirus (COVID-19). In the interest of the health and well-being of our shareholders, we are planning for the possibility that the Company’s Annual Meeting of Shareholders to be held on June 11, 2020 (the “Annual Meeting”) may be held solely by means of remote communication. If we make this change, then we will announce the decision to do so in advance and provide details on how to participate at www.amerisbank.com.
	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 April 2, 2020, 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.
	Admission:			You are entitled to attend the Annual Meeting only if you were a shareholder of record or a beneficial owner of shares of Common Stock as of the Record Date or if you hold a valid proxy for the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, then you will need to have proof that you are the beneficial owner to be admitted to the Annual Meeting. A recent statement or letter from

Items of Business	Board Recommendation	Page Number
To elect (i) two Class I directors for a two-year term of office, (ii) four Class II directors for a three-year term of office and (iii) two Class III directors for a one-year term of office (Proposal 1)	“FOR”	10
To ratify the appointment of Crowe LLP as our independent registered public accounting firm for the year ending December 31, 2020 (Proposal 2)	“FOR”	60
To approve, on an advisory basis, the compensation of our named executive officers (Proposal 3)	“FOR”	61
To approve the amendment of our Articles of Incorporation to increase the number of authorized shares of Common Stock from 100 million shares to 200 million shares (Proposal 4)	“FOR”	62
To approve the amendment of our Articles of Incorporation to eliminate the supermajority vote required to amend certain provisions of our Articles of Incorporation and Bylaws (Proposal 5)	“FOR”	64
To approve the amendment of our Articles of Incorporation and Bylaws to declassify our Board of Directors (Proposal 6)	“FOR”	66

	Corporate Governance			Executive Compensation
	• Approximately 85% of the Board Members are Independent			• Pay for Performance Philosophy
	• Independent Audit, Compensation, Corporate Governance and Nominating, and Enterprise Risk Committees of the Board			• Independent Compensation Consultant Engaged by Compensation Committee
	• Independent Lead Director of the Board			• Annual Advisory Votes on Executive Compensation
	• Regular Executive Sessions of Independent Directors			• Risk Oversight by Board and Committees, including Enterprise Risk Committee
	• Formalized Annual Board and Committee Self-Assessments and Director Assessments			• Stock Ownership Requirements for Named Executive Officers and Directors
	• Director Continuing Education			• No Discretionary Compensation Paid to Former Chief Executive Officer Who Departed in 2019
	• All Directors Attended at Least 75% of 2019 Meetings			• Insider Trading Policy Prohibits Hedging and Short Sales
	• Majority Voting for Directors in Uncontested Elections
	• No Poison Pill in Effect

RODNEY D. BULLARD
	Age: 45 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019	Board Committees: Compensation Trust
Prior to the Company’s acquisition of Fidelity, Mr. Bullard served as a director of Fidelity and Fidelity Bank since 2018. He has served as Vice President of Community Affairs, Chick-fil-A, Inc. and Executive Director of Chick-fil-A Foundation since 2011. Previously, 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.

JAMES B. MILLER, JR.
	Age: 80 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019	Board Committees: Executive
Mr. Miller has served as the 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 1979, as President of Fidelity from 1979 to April 2006, as a director of Fidelity Bank since 1976, as President of Fidelity Bank from 1977 to 1997 and from December 2003 through September 2004, as Chief Executive Officer of Fidelity Bank from 1977 to 1997 and from December 2003 until to April 2017, and as Chairman of Fidelity Bank since 1998. Mr. Miller also has served as Chairman of Berlin American Companies and other family investment companies since 1977; as a director of Interface, Inc., the world’s largest carpet tile manufacturing company, since 2000; and as a director of American Software Inc., a software development company, since 2002. Mr. Miller’s education and experience as an attorney and his years of experience employed as an executive officer of Fidelity, serving on Fidelity’s board of directors, as well as serving on the boards of various community organizations and public companies, qualify him to serve as a director. 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 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.

WILLIAM I. BOWEN, JR.
	Age: 55 Ameris Bancorp director since November 2014 Ameris Bank director since November 2014	Board Committees: Audit Trust
Mr. Bowen resides in our Tifton, Georgia market, and he currently serves as Chairman of the community board of the Bank for that market. He has served as a member of the community board since 2012. Mr. Bowen is a partner and the President of Bowen Donaldson Home for Funerals. He also serves as managing partner of Bowen Farming Enterprises, LLC, a timber, cattle, cotton and peanut farming operation, Bowen Land and Timber, LLC, Bowen Family Partnership and Fulwood Family Partnership, a farming and real estate development firm. He also serves as Trustee of Tift County Hospital Authority and is a member 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.

WM. MILLARD CHOATE
	Age: 67 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019	Board Committees: Credit Risk Trust
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. 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.

ROBERT P. LYNCH
	Age: 56 Ameris Bancorp director since February 2000 Ameris Bank director since February 2006	Board Committees: Audit (Chair) Executive 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: 70 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 previously provided 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.

GLORIA A. O’NEAL
	Age: 70 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’Neil served as a director of Fidelity 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 Court appointed Special Advocate for DeKalb County. She is a board member of Dahlonega Baptist Church and serves as Secretary; Treasurer of a weekday preschool in Dahlonega; and is active in community outreach activities for the Baptist Church. 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, financial reporting and most aspects of banking. Ms. O’Neal’s extensive banking experience qualifies her to serve as a director.

H. PALMER PROCTOR, JR.
	Age: 52 Ameris Bancorp director since July 2019 Ameris Bank director since July 2019	Board Committees: Executive (Chair)
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 Bank since 2004. Mr. Proctor also has served as a director of Brown and Brown, Inc., an independent insurance intermediary, since 2012, and 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, which qualify 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.

DANIEL B. JETER
	Age: 68 Ameris Bancorp director since April 1997 Ameris Bank director since April 2002	Board Committees: Audit Compensation
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. As a long-tenured member of the Board, he has been closely involved in the Company’s expansion into new markets in recent years.

WILLIAM H. STERN
	Age: 63 Ameris Bancorp director since November 2013 Ameris Bank director since November 2013	Board Committees: Compensation Corporate Governance and Nominating (Chair) Executive
Mr. Stern currently serves as Chairman of the Bank’s community board for the State of South Carolina. Mr. Stern has been President and Chief Executive Officer of Stern & Stern and Associates, 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. 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.

Name	Fees Earned or Paid in Cash			Stock Awards			Option Awards			Non-Equity Incentive Plan Compensation			Change in Pension Value and Nonqualified Deferred Compensation Earnings			All Other Compensation			Total
William I. Bowen, Jr.(1)		$	60,033		$	60,009		$	—		$	—		$	—		$	597		$	120,640
Rodney D. Bullard(2)		$	25,000		$	52,486		$	—		$	—		$	—		$	210		$	77,696
Wm. Millard Choate(2)		$	25,000		$	52,486		$	—		$	—		$	—		$	210		$	77,696
R. Dale Ezzell(1)		$	64,200		$	60,009		$	—		$	—		$	—		$	837		$	125,046
Leo J. Hill(1)		$	79,506		$	60,009		$	—		$	—		$	—		$	597		$	140,112
Daniel B. Jeter(1)		$	73,964		$	60,009		$	—		$	—		$	—		$	837		$	134,811
Robert P. Lynch(1)		$	74,467		$	60,009		$	—		$	—		$	—		$	621		$	135,097
Elizabeth A. McCague(1)		$	65,833		$	60,009		$	—		$	—		$	—		$	597		$	126,440
James B. Miller, Jr.		$	—		$	—		$	—		$	644,222(3)		$	—		$	502,706(3)		$	1,146,928
Gloria A. O’Neal(2)		$	25,000		$	52,486		$	—		$	—		$	—		$	210		$	77,696
William H. Stern(1)		$	70,033		$	60,009		$	—		$	—		$	—		$	597		$	130,640
Jimmy D. Veal(1)		$	60,033		$	60,009		$	—		$	—		$	—		$	597		$	120,640

Company	Total Assets (12/31/2018)			Company	Total Assets (12/31/2018)
United Bankshares, Inc.		$	19.3	Cadence Bancorporation		$	12.7
BancorpSouth Bank		$	18.0	United Community Banks, Inc.		$	12.6
Simmons First National Corporation		$	16.5	CenterState Bank Corporation		$	12.3
Home Bancshares, Inc.		$	15.3	International Bancshares Corporation		$	11.9
South State Corporation		$	14.7	TowneBank		$	11.2
Atlantic Union Bankshares Corporation		$	13.8	Independent Bank Group, Inc.		$	9.8
Hilltop Holdings Inc.		$	13.7	LegacyTexas Financial Group, Inc.		$	9.1
Trustmark Corporation		$	13.3	First Financial Bankshares, Inc.		$	7.7
Renasant Corporation		$	12.9
Median				$12.9
Ameris Bancorp				$11.4

Company	Total Assets (12/31/2019)			Company	Total Assets (12/31/2019)
Hancock Whitney Corporation		$	30.6	Atlantic Union Bankshares Corporation		$	17.6
Pinnacle Financial Partners, Inc.		$	27.8	CenterState Bank Corporation		$	17.1
UMB Financial Corporation		$	26.6	South State Corporation		$	15.9
Commerce Bancshares, Inc.		$	26.1	Hilltop Holdings Inc.		$	15.2
Bank OZK		$	23.6	Home Bancshares, Inc.		$	15.0
Simmons First National Corporation		$	21.3	Independent Bank Group, Inc.		$	15.0
BancorpSouth Bank		$	21.1	Trustmark Corporation		$	13.5
United Bankshares, Inc.		$	19.7	Renasant Corporation		$	13.4
Cadence Bancorporation		$	17.8	United Community Banks, Inc.		$	12.9
Median				$17.7
Ameris Bancorp				$18.2

R. DALE EZZELL
	Age: 70 Ameris Bancorp director since May 2010 Ameris Bank director since May 2010	Board Committees: Executive Enterprise Risk Trust (Chair)
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: 64 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 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.

JIMMY D. VEAL
	Age: 71 Ameris Bancorp director since May 2008 Ameris Bank director since May 2008	Board Committees: Corporate Governance and Nominating Credit Risk
Mr. Veal was a founding director of Golden Isles Financial Holdings, Inc., which was the corporate parent of The First Bank of Brunswick prior to its acquisition by the Company and subsequent merger into the Bank. He served as a director of both Golden Isles Financial Holdings, Inc. and The First Bank of Brunswick from their inception in 1989 until their acquisition by the Company in 2001 and as Vice Chairman of both companies from 1996 until 2001. Mr. Veal currently serves as Chairman of the Bank’s community board for the Southeast Georgia Coast. Mr. Veal has been active in the hospitality industry for over 40 years. As a founding partner, together with his family, he co-owned and operated Beachview Tent Rentals, Inc. in Brunswick, Georgia, where he continues to serve as a consultant, until his retirement in 2018. He is also active in various real estate and timberland ventures in Glynn County, Georgia and Camden County, Georgia. In addition to his experience in banking, he has gained knowledge of many and varied industries and sectors of the economy, which provides him a unique and beneficial perspective for his service on the Board.

Name, Age and Term as Officer	Position	Principal Occupation for the Last Five Years and Other Directorships
H. Palmer Proctor, Jr., 52 Officer since 2019	Chief Executive Officer	Chief Executive Officer of the Company and the Bank since July 2019. 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 Bank since 2004. Also, has served as a director of Brown and Brown, Inc., an independent insurance intermediary, since 2012, and as Chairman of the Georgia Bankers Association from 2017 to 2018.
Lawton E. Bassett, III, 51 Officer since 2016	Bank President and Banking Group President of the Company	Banking Group President of the Company and President of the Bank since February 2017; 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 2003-2006, 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, 45 Officer since 2018	Executive Vice President and Chief Financial Officer	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, 46 Officer since 2019	Executive Vice President and Chief Innovation Officer	Executive Vice President and Chief Innovation Officer of 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.
Jon S. Edwards, 58 Officer since 1999	Executive Vice President and Chief Credit Officer	Executive Vice President and Chief Credit Officer since May 2005; Executive Vice President and Regional Bank Executive for Southern Division from August 2002 through April 2005; Director of Credit Administration from March 1999 to July 2003; Senior Vice President from March 1999 to August 2002; and director of each subsidiary bank in the Southern Division from September 2002 through April 2005.

		NEO				Position
		H. Palmer Proctor, Jr.(1)				Chief Executive Officer
		Nicole S. Stokes				Executive Vice President and Chief Financial Officer
		Andrew B. Cheney(2)				Former Interim Principal Executive Officer
		Dennis J. Zember Jr.(2)				Former President and Chief Executive Officer
		Lawton E. Bassett, III				Executive Vice President and Banking Group President
		Jon S. Edwards				Executive Vice President and Chief Credit Officer
		William D. McKendry				Executive Vice President and Chief Risk Officer

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

	2018 Base Salary			Base Salary Effective 2/25/19			Total Adjustment
Nicole S. Stokes		$	300,000		$	400,000		33%
Lawton E. Bassett, III		$	400,000		$	440,000		10%
Jon S. Edwards		$	320,000		$	350,000		9%
William D. McKendry		$	310,000		$	350,000		13%
Dennis J. Zember Jr.		$	500,000		$	850,000		70%

	Base Salary Effective 2/25/19			Base Salary Effective 7/1/19			Total Adjustment
H. Palmer Proctor, Jr.			—		$	850,000		—
Nicole S. Stokes		$	400,000		$	440,000		10%
Lawton E. Bassett, III		$	440,000		$	500,000		14%
Jon S. Edwards		$	350,000		$	375,000		7%
William D. McKendry		$	350,000		$	375,000		7%

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.		42.50%		85.00%		144.50%
Nicole S. Stokes		32.50%		65.00%		110.50%
Lawton E. Bassett, III		32.50%		65.00%		110.50%
Jon S. Edwards		32.50%		65.00%		110.50%
William D. McKendry		32.50%		65.00%		110.50%
Dennis J. Zember Jr.		42.50%		85.00%		144.50%

	33% Weight Credit Quality	34% Weight ROA	33% Weight Efficiency Ratio
Threshold	0.65%	1.40%	60%
Target	0.47% – 0.55%	1.50% – 1.60%	51.00% – 56.00%
Maximum	0.40%	1.70%	48.00%
Actual	0.56%	1.52%	55.67%

Named Executive Officer	Base Salary X			Target (% of salary) X		Company Achievement X		Individual Performance =		Actual Incentive Payout
H. Palmer Proctor, Jr.		$	850,000		85%		99.11%		100%		$	716,077
Nicole S. Stokes		$	440,000		65%		99.11%		100%		$	283,458
Lawton E. Bassett, III		$	500,000		65%		99.11%		100%		$	322,111
Jon S. Edwards		$	375,000		65%		99.11%		100%		$	241,583
William D. McKendry		$	375,000		65%		99.11%		100%		$	241,583
Dennis J. Zember Jr.			—		—		—		—			—

Named Executive Officer	LTI Target
H. Palmer Proctor, Jr.			—
Nicole S. Stokes		$	300,000
Lawton E. Bassett, III		$	350,000
Jon S. Edwards		$	300,000
William D. McKendry		$	300,000
Dennis J. Zember Jr.		$	1,000,000

Name and Principal Position	Year		Salary			Bonus			Stock Awards(4)			Option Awards			Non-Equity Incentive Plan Compensation			Change in Pension Value and Nonqualified Deferred Compensation Earnings			All Other Compensation(5)			Total
H. Palmer Proctor, Jr. Chief Executive Officer(1)		2019		$	425,000		$	0		$	0		$	0		$	716,077		$	0		$	13,304		$	1,154,381
Nicole S. Stokes Executive Vice President and Chief Financial Officer		2019		$	411,205		$	0		$	300,019		$	0		$	283,458		$	8,507		$	110,479		$	1,113,668
		2018		$	300,000		$	0		$	164,979		$	0		$	218,147		$	7,717		$	10,262		$	701,105
		2017		$	200,000		$	0		$	33,748		$	0		$	100,800		$	6,987		$	9,498		$	351,033
Andrew B. Cheney Former Interim Principal Executive Officer(2)		2019		$	0		$	0		$	0		$	0		$	0		$	0		$	542,021		$	542,021
		2018		$	0		$	0		$	0		$	0		$	0		$	0		$	390,715		$	390,715
		2017		$	400,000		$	0		$	249,995		$	0		$	226,344		$	0		$	45,738		$	922,077
Dennis J. Zember Jr. Former President and Chief Executive Officer(3)		2019		$	428,780		$	0		$	999,983		$	0		$	0		$	0		$	26,156		$	1,454,919
		2018		$	500,000		$	0		$	499,955		$	0		$	477,425		$	50,679		$	38,340		$	1,566,398
		2017		$	375,000		$	0		$	299,975		$	0		$	212,197		$	45,889		$	23,915		$	956,976
Lawton E. Bassett, III Executive Vice President and Banking Group President		2019		$	472,066		$	0		$	349,982		$	0		$	322,111		$	22,264		$	51,715		$	1,218,138
		2018		$	400,000		$	0		$	299,962		$	0		$	293,800		$	20,195		$	17,126		$	1,031,083
		2017		$	335,000		$	0		$	199,968		$	0		$	189,563		$	18,286		$	13,853		$	756,670
Jon S. Edwards Executive Vice President and Chief Credit Officer		2019		$	364,343		$	0		$	300,019		$	0		$	241,583		$	67,314		$	110,704		$	1,083,964
		2018		$	320,000		$	0		$	199,993		$	0		$	211,536		$	61,061		$	22,001		$	814,591
		2017		$	290,000		$	0		$	149,988		$	0		$	145,866		$	55,289		$	22,099		$	663,242
William D. McKendry Executive Vice President and Chief Risk Officer		2019		$	362,676		$	0		$	300,019		$	0		$	241,583		$	0		$	140,792		$	1,045,070

Named Executive Officer	Auto Provision(a)			Country Club Membership and Dues			Moving Expenses(b)			Dividends			Employer 401(k) Match			Life Insurance			Consulting Fees
H. Palmer Proctor, Jr.		$	3,699		$	9,501		$	−		$	−		$	−		$	104		$	−
Nicole S. Stokes.		$	−		$	−		$	97,350		$	4,430		$	8,159		$	540		$	−
Andrew B. Cheney		$	7,179		$	8,186		$	−		$	1,656		$	−		$	−		$	525,000(c)
Dennis J. Zember Jr.		$	−		$	10,783		$	−		$	6,524		$	8,400		$	449		$	−
Lawton E. Bassett, III		$	1,349		$	33,430		$	−		$	7,708		$	8,400		$	828		$	−
Jon S. Edwards		$	1,319		$	4,927		$	88,270		$	6,240		$	8,400		$	1,548		$	−
William D. McKendry		$	−		$	8,017		$	117,760		$	6,043		$	8,144		$	828		$	−

			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 (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards(3)
Name	Plan/Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards(3)
H. Palmer Proctor, Jr.		07/01/2019		361,250		722,500		1,228,250		—		—		—		—		—		—		—
Nicole S. Stokes		02/19/2019		143,000		286,000		486,200		—		—		—		—		—		—		—
Nicole S. Stokes		02/19/2019		—		—		—		923		3,693		7,386		3,693		—		—		300,019
Dennis J. Zember Jr.		02/19/2019		361,250		722,500		1,228,250		—		—		—		—		—		—		—
Dennis J. Zember Jr.		02/19/2019		—		—		—		3,077		12,309		24,618		12,309		—		—		999,983
Lawton E. Bassett, III		02/19/2019		162,500		325,000		552,500		—		—		—		—		—		—		—
Lawton E. Bassett, III		02/19/2019		—		—		—		1,077		4,308		8,616		4,308		—		—		349,982
Jon S. Edwards		02/19/2019		121,875		243,750		414,375		—		—		—		—		—		—		—
Jon S. Edwards		02/19/2019		—		—		—		923		3,693		7,386		3,693		—		—		300,019
William D. McKendry		02/19/2019		121,875		243,750		414,375		—		—		—		—		—		—		—
William D. McKendry		02/19/2019		—		—		—		923		3,693		7,386		3,693		—		—		300,019

	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 (#)	Options 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			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested	Date Equity Fully Vests
H. Palmer Proctor, Jr.							—			—				—
Nicole S. Stokes							709		$	30,161				02/14/2020(1)
							3,058		$	130,087				02/19/2021(2)
							7,386		$	314,200				02/19/2022(3)
Andrew B. Cheney							2,626		$	111,710				02/14/2020(4)
Dennis J. Zember Jr.							—			—				—
Lawton E. Bassett, III							4,201		$	178,711				02/14/2020(4)
							5,560		$	236,522				02/19/2021(2)
							8,616		$	366,525				02/19/2022(3)
Jon S. Edwards							3,151		$	134,044				02/14/2020(4)
							3,707		$	157,696				02/19/2021(2)
							7,386		$	314,200				02/19/2022(3)
William D. McKendry							3,707		$	157,696				02/19/2021(2)
							3,978		$	169,224				09/19/2021(5)
							7,386		$	314,200				02/19/2022(3)

Name	Plan Name	Number of Years Credited Service(1)		Present Value of Accumulated Benefit(2)			Payments During Last Fiscal Year
H. Palmer Proctor, Jr.	—		—			—		—
Nicole S. Stokes	SERP Agreement 11-7-2012		7		$	45,585		—
Andrew B. Cheney	—		—			—		—
Dennis J. Zember Jr.	SERP Agreement 11-7-2012		6			—		—
Lawton E. Bassett, III.	SERP Agreement 11-7-2012		7		$	119,303		—
Jon S. Edwards	SERP Agreement 11-7-2012		7		$	360,712		—
William D. McKendry	—		—					—

Compensation and Benefits Payable Upon Termination	Qualifying Termination Within 12 Months Following Change in Control			Change of Control (excluding other applicable benefits for termination)(1)			Voluntary With Good Reason or Involuntary Without Cause			Voluntary or Involuntary For Cause			Death			Disability
H. Palmer Procter, Jr.
Base Salary		$	1,785,000		$	0		$	1,785,000		$	0		$	0		$	0
Cash Bonus		$	2,167,500		$	0		$	2,167,500		$	0		$	0		$	0
Pro-Rata Bonus		$	716,077		$	0		$	716,077		$	0		$	716,077		$	716,077
Non-Compete Payment		$	765,000		$	0		$	765,000		$	765,000		$	0		$	0
SERP		$	0		$	0		$	0		$	0		$	0		$	0
Intrinsic Value of Unvested Restricted Stock(2)		$	0		$	0		$	0		$	0		$	0		$	0
Health and Welfare Benefits(3)		$	26,433		$	0		$	26,433		$	0		$	26,433		$	26,433
Total Benefit		$	5,460,010		$	0		$	5,460,010		$	765,000		$	742,510		$	742,510
Nicole S. Stokes
Base Salary		$	880,000		$	0		$	880,000		$	0		$	0		$	0
Cash Bonus		$	572,000		$	0		$	572,000		$	0		$	0		$	0
Pro-Rata Bonus		$	283,458		$	0		$	283,458		$	0		$	283,458		$	283,458
SERP		$	45,585		$	0		$	45,585		$	0		$	500,000		$	45,585
Intrinsic Value of Unvested Restricted Stock(2)		$	0		$	474,448		$	0		$	0		$	474,448		$	474,448
Health and Welfare Benefits(3)		$	28,431		$	0		$	28,431		$	0		$	0		$	0
Total Benefit		$	1,809,474		$	474,448		$	1,809,474		$	0		$	1,257,906		$	803,491
Andrew B. Cheney
Base Salary		$	0		$	0		$	0		$	0		$	0		$	0
Cash Bonus		$	0		$	0		$	0		$	0		$	0		$	0
Pro-Rata Bonus		$	0		$	0		$	0		$	0		$	0		$	0
SERP		$	0		$	0		$	0		$	0		$	0		$	0
Intrinsic Value of Unvested Restricted Stock(2)		$	0		$	110,710		$	0		$	0		$	110,710		$	110,710
Health and Welfare Benefits(3)		$	0		$	0		$	0		$	0		$	0		$	0
Total Benefit		$	0		$	110,710		$	0		$	0		$	110,710		$	110,710
Dennis J. Zember Jr.
Base Salary		$			$			$			$			$			$
Cash Bonus		$			$			$			$			$			$
Pro-Rata Bonus		$			$			$			$			$			$
SERP		$			$			$			$			$			$
Intrinsic Value of Unvested Restricted Stock(2)		$			$			$			$			$			$
Health and Welfare Benefits(3)		$			$			$			$			$			$
Total Benefit		$			$			$			$			$			$
Lawton E. Bassett, III
Base Salary		$	1,000,000		$	0		$	1,000,000		$	0		$	0		$	0
Cash Bonus		$	650,000		$	0		$	650,000		$	0		$	0		$	0
Pro-Rata Bonus		$	322,111		$	0		$	322,111		$	0		$	322,111		$	322,111
SERP		$	119,303		$	0		$	119,303		$	0		$	750,000		$	119,303
Intrinsic Value of Unvested Restricted Stock(2)		$	0		$	781,758		$	0		$	0		$	781,758		$	781,758
Health and Welfare Benefits(3)		$	13,242		$	0		$	13,242		$	0		$	0		$	0
Total Benefit		$	2,104,656		$	781,758		$	2,104,656		$	0		$	1,853,869		$	1,223,172

Fee Category	Fiscal 2019 Fees			Fiscal 2018 Fees
Audit Fees(1)		$	2,267,000		$	1,032,000
Audit-related Fees(2)			185,000			147,000
Tax Fees(3)			—			—
All Other Fees(4)			—			—
Total Fees		$	2,452,000		$	1,179,000