Jody L. Spencer
Ameris BancorpAbout Jody L. Spencer
Ameris Bancorp’s Corporate Executive Vice President and Chief Legal Officer (CLO) since July 2019, Jody L. Spencer (age 53) previously spent 18+ years at Rogers & Hardin LLP, becoming a partner in 2008; he has served as an executive officer of Ameris since 2019 . Company performance under the current leadership team included 2024 net income of $358.7M (ROA 1.38%) and tangible book value (TBV) per share growth of 14.7% to $38.59; the company’s cumulative TSR since 12/31/2019 reached 158.80 by year-end 2024 .
Company performance and TSR context:
| Year | Company Net Income ($M) | TBV Growth (%) | Cumulative TSR (Base=100 at 12/31/2019) |
|---|---|---|---|
| 2024 | 358.7 | 14.71% | 158.80 |
| 2023 | 269.1 | 12.43% | 133.04 |
| 2022 | 346.5 | 13.94% | 116.42 |
| 2021 | 376.9 | 10.85% | 121.06 |
| 2020 | 262.0 | 13.84% | 91.70 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ameris Bancorp / Ameris Bank | Corporate EVP & Chief Legal Officer | Jul 2019–present | Executive legal leadership through integration and growth phases; executive officer since 2019 |
| Rogers & Hardin LLP | Attorney; Partner (from 2008) | Mar 2001–Jul 2019 | Led complex corporate and securities legal matters in private practice |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Rogers & Hardin LLP | Partner | 2008–2019 | Atlanta-based law firm; corporate/securities focus |
Fixed Compensation
- Individual cash compensation for Spencer (base salary, target bonus) is not disclosed; he is not a named executive officer in the 2025 proxy .
- Company program design (for NEOs) targets market median to 75th percentile, balancing base, annual cash incentives, and equity, with pay-for-performance emphasis .
Performance Compensation
Company annual incentive construct and 2024 outcomes (applies to NEOs; typical framework for senior executives):
| Metric | Weight | Target/Threshold/Max | 2024 Actual | Payout vs Weight |
|---|---|---|---|---|
| Credit Quality | 33.0% | 0.40% (Target), 0.50% (Threshold), 0.25% (Max) | 0.42% (ex-GNMA serviced) | 90.00% |
| ROA | 34.0% | 50th–60th percentile target band; 75th percentile max (KBW KRX) | 1.38% | 170.00% |
| Efficiency Ratio | 33.0% | 56.00% (Target Min), 55.00% (Target Max), 52.00% (Max) | 53.88% | 138.67% |
- Company-wide factor for 2024 annual incentives: 133.26% (before individual modifiers) .
- Long-term incentives (2024 design): 60% PSUs (50% TBV Growth ex-AOCI vs KRX peers with TSR modifier; 50% ROTCE ex-AOCI vs KRX peers with TSR modifier; 3-year performance ending 12/31/2026 with certification expected 1Q27), 40% time-based restricted stock vesting in equal annual installments over 3 years .
- Options are not currently granted under executive or director programs (2024) .
Equity Ownership & Alignment
- Spencer’s individual beneficial ownership is not itemized in the 2025 proxy’s ownership table; NEOs/directors are listed individually, with “all directors and executive officers as a group (21 persons)” holding 3,711,844 shares (5.4%) as of 3/27/2025 .
- Stock ownership policy: CEO 6x salary; other NEOs 3x salary; directors 5x cash retainer; retain 50% of net shares until compliant. 2024 review found all policy conditions were being met (policy applies to NEOs and non-employee directors) .
- Hedging/short sales prohibited by Insider Trading Policy; policy also provides blackout periods and 10b5-1 compliance guidance .
- Pledging: The beneficial ownership footnotes disclose pledges for certain insiders (e.g., Miller, LaHaise) but contain no Spencer-specific pledging footnote; Spencer is not individually listed in the table .
Employment Terms
- The proxy discloses a formal employment agreement only for the CEO; separate Severance Agreements cover certain executives (Bassett, LaHaise, Creasy, Stokes) with 2x salary+target bonus cash severance and COBRA in qualifying terminations (lump sum if within 12 months post-Change in Control) . No Spencer-specific employment or severance agreement is disclosed in the 2025 proxy .
- Equity awards under the 2021 Plan accelerate on death, disability, or Change in Control as defined; PSUs generally at target or based on actuals depending on scenario .
- Company has a Dodd-Frank-compliant clawback policy for erroneously awarded incentive compensation and maintains an insider trading/hedging prohibition .
Key company-wide legal/contract terms and definitions:
- “Cause,” “Good Reason,” and “Change of Control” definitions are detailed for applicable agreements; post-termination noncompete and nonsolicit terms are included in certain agreements .
Additional Governance, Pay Practices, and Say-on-Pay
- Independent compensation consultant (FW Cook); annual advisory vote on executive compensation; limits on maximum incentive payouts; stock ownership requirements; clawback policy; hedging/short sales prohibition .
- 2024 say-on-pay support was approximately 92% of votes cast .
Related Party Transactions
- The 2025 proxy discloses transactions involving the Chairman and a vendor associated with a relative of the CEO; no transactions involving Spencer are disclosed .
Investment Implications
- Pay-for-performance alignment: Ameris’ incentive framework ties cash bonuses and PSUs to balance sheet quality (Credit Quality), profitability (ROA, ROTCE), efficiency, and TBV growth vs peers, with a TSR modifier; 2024 payout factor of 133.26% reflects strong results and should support retention across senior management, including legal leadership roles .
- Vesting and potential selling pressure: Company equity vests over multi-year horizons (RSAs ratable over 3 years; PSUs cliff after 3 years), which can concentrate vesting/settlement windows, but there is no Spencer-specific grant/vesting disclosure to quantify near-term supply; hedging is prohibited, and ownership policies increase alignment .
- Retention risk economics: With no Spencer-specific severance agreement disclosed, change-in-control and termination economics for the CLO are not detailed, reducing visibility into downside protection; however, company-wide equity acceleration protections apply under the 2021 Plan for death/disability/CIC .
- Governance and risk: Strong governance practices (independent consultant, clawback, hedging ban, say-on-pay support) mitigate compensation risk; no disclosed related-party issues involving Spencer .
Overall, while Spencer’s individual cash/equity details are not disclosed, Ameris’ incentive architecture, performance outcomes, and governance policies point to solid alignment and moderate retention risk; lack of Spencer-specific severance transparency is the primary information gap relevant to transition/CIC scenarios .