Claire E. McLean
Ameris BancorpAbout Claire E. McLean
Independent director of Ameris Bancorp since February 2024; age 45. She is Chief Operating Officer and Executive Vice President of Preferred Capital Securities, LLC and President of its affiliate, Preferred Shareholder Services, since September 2023. Previously, she was a Managing Director in Assurance at Ernst & Young LLP (2018–2023), having begun her public accounting career there in 2003. She holds a B.S. and MAcc from Auburn University; her core credentials are finance and accounting, qualifying her for audit oversight roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Managing Director, Assurance Services | Jul 2018 – Sep 2023 | Led assurance engagements; deep audit, controls, and reporting expertise |
| Ernst & Young LLP | Various roles in public accounting | Sep 2003 – Jul 2018 | Progressive audit responsibilities; foundation in GAAP/controls |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Preferred Capital Securities, LLC | Chief Operating Officer & EVP | Sep 2023 – present | Independent managing broker-dealer for alternative investments |
| Preferred Shareholder Services (affiliate) | President | Sep 2023 – present | Affiliate leadership; investor servicing |
| Education | Auburn University | B.S.; MAcc | Finance/accounting credentials |
Board Governance
- Independence: The Board determined all directors other than the Chairman (Miller) and CEO (Proctor) are independent; McLean is independent .
- Committee assignments: Audit Committee member; Enterprise Risk Committee member (both fully independent committees) .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; independent directors held six executive sessions in 2024 .
- Board service: Ameris director since February 2024 .
- Lead independent director is Leo J. Hill; Board structure features independent oversight (independent committees; regular executive sessions) .
| Committee | Membership | Chair? | Independence |
|---|---|---|---|
| Audit | Member | No | Committee fully independent |
| Enterprise Risk | Member | No | Committee fully independent |
| Corporate Governance & Nominating | Not listed | — | — |
| Compensation | Not listed | — | — |
| Executive | Not listed | — | — |
Fixed Compensation
Ameris director compensation program (non-employee directors) includes: $60,000 annual cash retainer; annual restricted stock grant ~ $85,000; additional chair retainers (Audit $30k; Enterprise Risk $30k; Compensation $20k; Corporate Governance & Nominating $20k; others as listed). Cash retainers are prorated for partial-year service; equity vests on the earlier of one year from grant or the next annual meeting .
| Component | 2024 Value/Detail | Vesting/Terms |
|---|---|---|
| Annual cash retainer | $60,000 | Prorated if partial year |
| Annual restricted stock | ~$85,000; 1,786 shares at $47.61 (close on grant date) | Vests earlier of one year or next annual meeting |
| Committee chair fees | Audit $30k; Enterprise Risk $30k; Compensation $20k; Corporate Governance & Nominating $20k; Executive $10k; Credit Risk $10k | Prorated if partial year |
2024 McLean compensation:
| Name | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Claire E. McLean | $48,607 | $112,693 | $161,300 |
| Detail on 2024 stock awards: 1,786 restricted shares ($85,031) granted for Board service from June 6, 2024 to next annual meeting; plus 581 vested shares ($27,662) for Feb–Jun 2024 appointment period | Vests as described (1,786); 581 vested upon grant |
Performance Compensation
Directors receive time-based restricted stock; there are no performance metrics (no options; no PSUs) in the director program .
| Equity Grant Type | Performance Metrics | Vesting | Notes |
|---|---|---|---|
| Time-based restricted stock | None (time-based only) | Earlier of one year or next annual meeting | Voting rights; dividends accrue and are paid upon vesting |
| Options | Not used | — | Company did not grant options to directors in 2024 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed for McLean |
Expertise & Qualifications
- Financial reporting and auditing expertise from EY; fit for Audit Committee oversight .
- Executive operations leadership in financial distribution (alternative investments), relevant to enterprise risk and operational controls .
- Advanced accounting education (Auburn University, B.S.; MAcc) .
Equity Ownership
| Beneficial Ownership | Vested vs. Unvested | Ownership Guidelines | Hedging/Pledging |
|---|---|---|---|
| 2,367 shares beneficially owned; <1% of class | Includes 1,786 restricted shares (voting, no investment power); 581 vested upon grant | Directors must own 5x annual cash retainer; 2024 review found all conditions being met | Hedging and short sales prohibited by policy; no pledging disclosed for McLean |
| Citations |
Insider Trades (Form 4)
| Date (event/filing) | Transaction | Notes |
|---|---|---|
| Jun 5, 2025 (filed Jun 9, 2025) | Stock Award (Grant) | Form 4 filed for Ameris Bancorp; consistent with annual director equity grant timing |
Shareholder Support Signals
- 2025 director election results: Claire E. McLean received 54,955,283 votes “For,” 108,211 “Against,” 52,230 “Abstain,” and 5,700,768 broker non-votes—indicating strong shareholder support .
- 2024 say‑on‑pay approval ~92% in favor, signaling broad investor support for compensation practices and governance alignment .
Governance Assessment
- Strengths
- Independence; Audit and Enterprise Risk Committee memberships enhance board oversight quality .
- Strong shareholder support in 2025 director vote; broad support of compensation program in 2024 say‑on‑pay .
- Attendance threshold met (≥75%); regular independent executive sessions bolster governance .
- Director equity retainer and stock ownership guidelines (5x cash retainer) align incentives; hedging/short sales prohibited; mandatory clawback policy in place .
- Potential risks/monitoring points
- External role at a broker‑dealer distributing alternative investments suggests awareness of potential perceived conflicts; however, no related‑party transactions involving McLean were disclosed in the proxy .
- RED FLAGS
- None identified specific to McLean: no pledging of Ameris stock, no related‑party transactions, no attendance shortfalls disclosed .
Overall, McLean brings audit/accounting depth and operational leadership, serves on key oversight committees, and shows alignment via equity grants and ownership guidelines, with no disclosed conflicts—supporting investor confidence in board effectiveness .