H. Palmer Proctor, Jr.
Ameris BancorpAbout H. Palmer Proctor, Jr.
H. Palmer Proctor, Jr. is Chief Executive Officer of Ameris Bancorp and Ameris Bank (since July 2019) and Vice Chairman of the Board (since July 2022); he has served on the Ameris Bancorp and Ameris Bank boards since July 2019 and currently chairs the Board’s Executive Committee. He is 57 years old and previously led Fidelity Southern Corporation and Fidelity Bank in senior roles before Ameris acquired Fidelity in 2019 . Pay-versus-performance disclosures show Ameris delivered cumulative TSR above the KBW Nasdaq Regional Banking Index across 2020–2024 (Company $158.80 vs. KRX $130.90 in 2024), net income of $358.7 million in 2024, and TBV Growth of 14.71% in 2024, aligning CEO pay with TBV Growth, ROTCE, ROA, efficiency, and credit quality metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fidelity Southern Corporation | President | Apr 2006–Jul 2019 | Led the parent company of Fidelity Bank; positioned platform for Ameris acquisition |
| Fidelity Bank | President | Oct 2004–Jul 2019 | Operational leadership; market, operations, competition expertise |
| Fidelity Bank | Chief Executive Officer | Apr 2017–Jul 2019 | CEO driving performance leading into Ameris transaction |
| Fidelity/Fidelity Bank | Director | 2004–Jul 2019 | Board oversight |
| Georgia Bankers Association | Chairman | 2017–2018 | Industry leadership and advocacy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Brown & Brown, Inc. | Director | Since 2012 | Public company insurance intermediary |
| Choate Construction Company | Director | N/A | Board service at a major SE construction firm |
| Inspire Brands | Director | N/A | Director at multi-brand restaurant platform |
| Allied Financial | Advisory Board Member | N/A | Advisory role in finance |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2022 | 885,000 | Increased effective Mar 1, 2022 |
| 2023 | 925,000 | Increased effective Mar 1, 2023 |
| 2024 | 975,000 | Increased effective Mar 1, 2024 |
| Annual Incentive Design (2024) | Target (% of Salary) | Threshold | Target | Maximum | Company Achievement | Individual Adj. | Actual Paid ($) |
|---|---|---|---|---|---|---|---|
| CEO Annual Cash Bonus | 110.00% | See metrics below | See metrics below | See metrics below | 133.26% | 110.00% | 1,572,135 |
Performance Compensation
| 2024 Annual Incentive Metric | Weight | Target Definition | Actual | Payout vs Weight |
|---|---|---|---|---|
| Credit Quality (nonperformers excl. GNMA) | 33.0% | Threshold 0.50%; Target Min 0.40%; Target Max 0.35%; Max 0.25% | 0.42% | 90.00% |
| ROA | 34.0% | Threshold 25th percentile; Target Min 50th; Target Max 60th; Max 75th (KRX) | 1.38% | 170.00% |
| Efficiency Ratio | 33.0% | Threshold 59.00%; Target Min 56.00%; Target Max 55.00%; Max 52.00% | 53.88% | 138.67% |
| 2024 Long-Term Incentive (LTI) Structure | Component | Weight | Key Performance Metrics | Vesting |
|---|---|---|---|---|
| LTI Target Value (CEO) | Dollar Target | — | $2,800,000 | — |
| Performance Stock Units (PSUs) | Equity | 60% | 50% TBV Growth vs KRX (AOCI-excluded) + TSR modifier; 50% ROTCE vs KRX (AOCI-excluded) + TSR modifier; 50% payout @ Threshold, 100% @ Target, 200% @ Max | Earned over 3-year period; vest Dec 31, 2026; shares issued after Q1 2027 certification |
| Time-based Restricted Stock | Equity | 40% | Retention and ownership alignment | Equal annual installments over 3 years from grant (Feb 21, 2024) |
| PSU Outcomes (granted Feb 24, 2022; performance period 2022–2024) | Metric | Target/Max Framework | Actual Outcome | Shares Issued (CEO) |
|---|---|---|---|---|
| TBV PSUs | TBV Growth dollars at Threshold/Target/Max ($32.62/$34.95/$39.94) | Earned range 25%/100%/200% | Achieved $38.59; payout 174% | 18,217 |
| ROTCE PSUs | ROTCE Threshold/Target/Max (10.35%/11.84%/14.30%) | Earned range 25%/100%/200% | Achieved 15.28%; payout 200% (TSR modifier not applied) | 20,960 |
| Stock Vested in 2024 | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| H. Palmer Proctor, Jr. | 58,019 | 3,322,962 |
Equity Ownership & Alignment
| Beneficial Ownership (as-of) | Shares | % of Class | Detail |
|---|---|---|---|
| Mar 27, 2025 | 409,446 | <1% | Includes 40,545 restricted shares (voting, no investment power), 23,038 shares in 401(k), 17,978 spouse, 22,532 children |
| Mar 28, 2024 | 379,507 | <1% | As disclosed in 2024 proxy |
| Mar 27, 2023 | 539,120 | <1% | As disclosed in 2023 proxy |
| Apr 1, 2021 | 485,488 | <1% | As disclosed in 2021 proxy |
- Stock ownership guidelines: CEO must own stock equal to 6x base salary; other NEOs 3x; directors 5x annual cash retainer; must retain 50% of net shares until compliant; all conditions met in 2024 annual review .
- Hedging/short sales prohibited for officers/directors; insider trading policy filed as Exhibit 19.1 to the 2024 Form 10-K .
- Pledging: No pledging disclosed for Proctor; note separate disclosure of pledging by other parties (e.g., family partnership linked to Chairman Miller), not applicable to Proctor .
Employment Terms
| Term | Provision |
|---|---|
| Agreement Effective Date | July 1, 2019 (upon Fidelity acquisition); amended June 30, 2019 to specify CEO roles and board service |
| Role Obligations | CEO of Ameris Bancorp and Ameris Bank; member of Ameris and Bank boards |
| Term & Auto-Renewal | 3-year term; automatically extended each anniversary to maintain 3-year remaining term unless notice given ≥180 days prior; current term expires July 1, 2027 |
| Base Salary | Initially $800,000; increased to $975,000 effective Mar 1, 2024 |
| Incentive Minimums | Target annual incentive ≥50% of base salary; benefits/perquisites comparable to senior executives (life insurance, vacation, club dues reimbursement, automobile) |
| Severance (No Cause/Good Reason) | Cash severance equals 3× “Final Compensation” (base + target cash bonus) less the non-compete payment; paid over 36 months; plus non-compete payment equal to 60% of base salary over 18 months; pro-rata bonus at target; continued welfare benefits 18 months; full vesting of equity at ≥target or actual, options exercisable full term (see 2022–2024 descriptions) |
| Change-of-Control (CIC) | From 2024 table: equity acceleration upon CIC (without termination) shown for CEO (e.g., $7,581,336 for unvested equity at 12/31/2023) ; Nov 6, 2024 amendment to conform CIC terms to other NEO Severance Agreements will become effective July 2, 2027, including lump-sum if terminated at or within 1 year post-CIC (indicative of movement toward double-trigger) |
| Restrictive Covenants | 18-month restrictive covenant period for payments (non-compete/non-solicit described as restrictive covenants; defined similarly in other NEO Severance Agreements) |
| Clawback | Mandatory clawback policy adopted Oct 26, 2023, compliant with SEC/Nasdaq; recovery upon accounting restatement |
Board Governance
- Independence: Board determined all directors other than Chairman James B. Miller, Jr. and CEO H. Palmer Proctor, Jr. are independent under SEC and NYSE standards .
- Board leadership: Separate non-independent Chairman and CEO; strong Lead Independent Director (Leo J. Hill); fully independent Audit, Compensation, Corporate Governance and Nominating, and Enterprise Risk Committees .
- Committee roles: Proctor serves on the Executive Committee and is its Chair .
- 2024 meeting cadence and attendance: Board met 6 times; Audit 5; Compensation 5; Corporate Governance and Nominating 4; Executive 3; Enterprise Risk 3; Credit Risk 4. Each director attended ≥75% of meetings; six executive sessions of independent directors held .
Director Compensation (context; Proctor as employee director receives none)
- Non-employee director program: $60,000 annual cash retainer; ~$85,000 annual restricted stock; chair and leadership retainers (e.g., Chair $80,000; Lead Independent Director $45,000; committee chair retainers $10,000–$30,000); employee directors receive no director pay. 2024 director compensation table excludes Mr. Proctor .
Pay Versus Performance (contextualizing CEO alignment)
| Year | PEO Summary Comp ($) | PEO Compensation Actually Paid ($) | Avg Non-PEO NEO Summary Comp ($) | Avg Non-PEO NEO CAP ($) | Company TSR ($) | KRX TSR ($) | Net Income ($mm) | TBV Growth (%) |
|---|---|---|---|---|---|---|---|---|
| 2024 | 5,471,767 | 10,057,494 | 1,631,407 | 2,623,099 | 158.80 | 130.90 | 358.7 | 14.71% |
| 2023 | 5,088,214 | 6,330,078 | 1,588,860 | 1,913,236 | 133.04 | 115.64 | 269.1 | 12.43% |
| 2022 | 4,403,423 | 3,955,720 | 1,587,056 | 1,444,538 | 116.42 | 116.10 | 346.5 | 13.94% |
| 2021 | 3,437,506 | 4,996,031 | 1,283,320 | 2,123,716 | 121.06 | 124.74 | 376.9 | 10.85% |
| 2020 | 2,740,301 | 3,177,626 | 1,221,967 | 1,266,202 | 91.70 | 91.29 | 262.0 | 13.84% |
- Most important performance measures linking pay to performance: Adjusted Efficiency Ratio (TE), Adjusted ROA, Adjusted ROTCE, Non-performing Assets/Total Assets, TBV Growth .
Employment & Contracts (Retention risk and economics)
| Item | Detail |
|---|---|
| Agreement term & renewal | Evergreen 3-year rolling term; currently through July 1, 2027 |
| Severance economics | 3× Final Compensation (base + target bonus) less 60% base salary paid over 18 months; pro-rata bonus at target; welfare benefits for 18 months; full vest of equity and performance awards at ≥target or actual; options full-term exercisable (as disclosed 2022–2024) |
| CIC treatment | Equity acceleration at CIC (single-trigger) disclosed for 2024; amended Nov 6, 2024 to align to other NEO agreements effective July 2, 2027 (indicative of double-trigger severance, lump-sum on qualifying termination) |
| Non-compete/non-solicit | 18-month restrictive covenant period applies to payments |
| Clawback & hedging | Mandatory clawback (Oct 26, 2023); hedging/short sales prohibited; policy filed with 10-K |
Equity Ownership & Vesting Pressure Indicators
- Vested 58,019 shares in 2024 (including PSUs issued in Feb 2025 following certification), realizing $3.32 million, which can create periodic selling pressure around vest events, although insider trading policy prohibits hedging and short sales .
- Beneficially owns 409,446 shares as of Mar 27, 2025; includes restricted shares with no investment power; no pledging disclosed for Proctor .
- Stock ownership guideline compliance confirmed in 2024 review (CEO 6× salary) .
Board Service History, Committees, Independence
- Board service: Ameris Bancorp and Ameris Bank director since July 2019; employment agreement requires board service .
- Committees: Executive Committee Chair; participates in Executive Committee alongside Chairman and independent directors .
- Independence: Board deems Proctor non-independent; Lead Independent Director structure and independent committees mitigate management influence .
- Attendance: At least 75% meeting attendance across directors in 2024; independent directors held six executive sessions .
Compensation Peer Group & Benchmarking
- 2024 peer group includes 16 regionals (e.g., Pinnacle, UMB, Cadence, SouthState, OZK, Hancock Whitney, Commerce, United Bankshares, Hilltop), selected by size, footprint, business model; Ameris assets $26.3B vs. peer median $28.9B .
- Targeted pay positioning between the 50th and 75th percentile; CEO at-risk pay comprises 79% of total mix, emphasizing PSUs and restricted stock .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~92%; annual frequency selected by shareholders; Compensation Committee emphasizes pay-for-performance alignment and shareholder engagement .
Investment Implications
- Alignment: CEO’s incentive plan tightly linked to ROA, efficiency, credit quality, and multi-year TBV and ROTCE vs. KRX, with a TSR modifier; 2022–2024 PSU outcomes at 174% (TBV) and 200% (ROTCE) validate strong execution in value creation metrics .
- Retention risk: Robust severance (3× Final Compensation) and equity acceleration historically at CIC reduce exit risk; 2024 amendment effective in 2027 likely moves toward double-trigger protections, potentially improving governance optics while preserving retention .
- Selling pressure: Significant vesting events (e.g., 58,019 shares in 2024; PSU issuances in early 2025) can create episodic liquidity/supply; monitor Form 4s and any 10b5-1 plans for trading patterns; hedging/short sales prohibited .
- Governance: Non-independent CEO and Chairman with Lead Independent Director and fully independent key committees; Executive Committee chaired by CEO—investors should monitor checks-and-balances and executive session cadence .
- Ownership alignment: CEO meets rigorous 6× salary stock ownership guideline and has no disclosed pledging; insider policy and clawback further mitigate alignment concerns .