Lawton E. Bassett, III
Corporate Executive Vice President, Chief Banking Officer and Bank President at 
Ameris Bancorp
Ameris BancorpExecutive
About Lawton E. Bassett, III
Ameris Bancorp’s Corporate Executive Vice President, Chief Banking Officer and Bank President; age 56; executive officer since 2016. He has served as Chief Banking Officer and Bank President since February 2017 (Corporate EVP since February 2016) after prior regional/market leadership roles and earlier service as President/CEO of Citizens Security Bank (a former Ameris subsidiary) from 2003–2006 . Under the current leadership team, Ameris reported 2024 net income of $358.7 million (ROA 1.38%) and tangible book value per share growth of 14.7% to $38.59, while a $100 investment at 12/31/2019 was worth $158.80 at 12/31/2024, supporting pay-for-performance alignment and PSU outcomes tied to ROTCE/TBV growth .
Past Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| Ameris Bancorp / Ameris Bank | Corporate EVP; Chief Banking Officer; Bank President | EVP since Feb 2016; CBO/Bank President since Feb 2017 | Senior line leadership over banking franchise; progressed from regional/market leadership |
| Ameris (Citizens Security Bank subsidiary) | President & CEO | 2003–2006 | Led wholly owned subsidiary prior to integration |
| Barnett Bank; SunTrust | Commercial lending and leadership roles | Pre-2003 | Foundational commercial banking experience |
External Roles
- No public company directorships or external roles disclosed for Mr. Bassett in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $500,000 | $500,000 | $500,000 |
| 2024 Base Salary Setting (effective Mar 1, 2024) | — | $500,000 | $500,000 |
Performance Compensation
Short-Term (Annual) Incentive – Design and 2024 Outcomes
| Element | Detail |
|---|---|
| Target opportunity (% of salary) | 65.00% |
| Performance metrics/weights | Credit Quality 33%; ROA 34%; Efficiency Ratio 33% |
| Curve/payout mechanics | Threshold 50% of weight; Target 100–120%; Max 170% of weight; +/-10% individual modifier |
| 2024 actuals vs goals | Credit Quality 0.42% → 90.00% payout; ROA 1.38% → 170.00%; Efficiency Ratio 53.88% → 138.67%; weighted factor 133.26% |
| Individual modifier | 110% (10% upward) |
| 2024 cash incentive payout ($) | $476,405 |
Detailed metric table:
| Metric | Weight | Threshold | Target Min | Target Max | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|---|
| Credit Quality | 33.0% | 0.50% | 0.40% | 0.35% | 0.25% | 0.42% | 90.00% |
| ROA (peer-relative) | 34.0% | 25th pct | 50th pct (0.99%) | 60th pct (1.03%) | 75th pct (1.22%) | 1.38% | 170.00% |
| Efficiency Ratio | 33.0% | 59.00% | 56.00% | 55.00% | 52.00% | 53.88% | 138.67% |
2024 award calculation:
| Base Salary | Target % | Company Achievement | Individual Modifier | Actual Incentive ($) |
|---|---|---|---|---|
| $500,000 | 65.00% | 133.26% | 110.00% | $476,405 |
Long-Term Incentives (LTI)
Structure and metrics:
- 60% PSUs: equally split between relative TBV Growth (ex-AOCI) and relative ROTCE vs KBW Nasdaq Regional Banking Index, with a ±20% TSR modifier (25th/75th percentile), 3-year performance; payout 0–200%; vest/end of performance period with certification in following Q1 .
- 40% time-based RSAs vest ratably over 3 years; dividends accrue and pay on vest .
2024 grants (Feb 21, 2024):
| Award | Target Shares/Units | Grant-date Fair Value ($) |
|---|---|---|
| RSA | 4,311 | $200,030 |
| TBV PSUs (Target) | 3,232 | $153,132 |
| ROTCE PSUs (Target) | 3,233 | $153,180 |
Recent PSU vesting (2019–2021 cycles granted 2022; performance period 2022–2024):
| PSU Type | Performance Result | Shares Issued to Bassett |
|---|---|---|
| TBV PSU (2022 grant; vested 12/31/2024) | 174% of target | 4,554 |
| ROTCE PSU (2022 grant; vested 12/31/2024) | 200% of target; TSR modifier neutral | 5,240 |
2024 stock vested:
| Shares Vested in 2024 | Value Realized ($) |
|---|---|
| 14,181 | $816,025 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 90,799 shares; includes 7,339 restricted shares (voting, no investment power) |
| Ownership as % of SO | <1% (asterisked in table) |
| Pledging | No pledging disclosed for Bassett (pledging noted for other insiders; not for Bassett) |
| Stock ownership guidelines | 3x base salary for non-CEO NEOs; retain 50% of net after-tax shares until compliant; all executives met guidelines in 2024 review |
| Hedging/short sales | Prohibited under Insider Trading Policy; 10b5-1 compliance, blackout periods, etc. |
| Clawback | Mandatory policy complying with SEC/NYSE; recovery upon restatement |
Outstanding equity and near-term vesting (values at $62.57 on 12/31/2024):
| Award | Shares/Units | Market/Payout Value ($) | Vest/Performance End |
|---|---|---|---|
| RSA (2024 grant) | 1,437 | $89,913 | 2/21/2025/2026/2027 (ratable) |
| RSA (2023 grant) | 1,380 | $86,347 | 2/24/2025/2026 (ratable) |
| RSA (2022 grant) | 3,128 | $195,719 | 2/24/2025 (final tranche) |
| TBV PSUs (2023 grant; at Target) | 3,106 | $194,342 | 12/31/2025 |
| ROTCE PSUs (2023 grant; at Target) | 3,106 | $194,342 | 12/31/2025 |
| TBV PSUs (2024 grant; at Target) | 3,232 | $202,226 | 12/31/2026 |
| ROTCE PSUs (2024 grant; at Target) | 3,233 | $202,289 | 12/31/2026 |
Vesting and potential selling pressure calendar (next 24–30 months):
- RSAs: 2/21/2025; 2/24/2025; 2/21/2026; 2/24/2026; 2/21/2027 (ratable tranches)
- PSUs: performance periods ending 12/31/2025 and 12/31/2026; shares issue post-certification in Q1 2026 and Q1 2027, respectively (TSR modifier may adjust payouts; 0–200% cap) .
Nonqualified deferred compensation (Bassett):
| 2024 Exec Contributions | 2024 Earnings | 12/31/2024 Aggregate Balance |
|---|---|---|
| $69,085 | $53,068 | $466,796 |
Employment Terms
| Agreement | Key Provisions |
|---|---|
| Severance Protection & Restrictive Covenants Agreement (May 7, 2019) | If terminated without cause or resigns for good reason: two times (salary + target bonus) paid over 24 months; pro-rata bonus; COBRA reimbursements up to 18 months; if within 1 year post-change-of-control, cash paid in lump sum . Non-compete and non-solicit covenants for two years post-termination . Definitions of cause/good reason specified . |
| Equity acceleration | Equity under the 2021 Plan fully vests upon death, disability, or change of control (single-trigger for equity) . |
| SERP (Supplemental Executive Retirement Agreement) | $75,000 annually for 15 years commencing at age 65 if employed until 65; reduced/alternative benefits if earlier qualifying termination; vested in termination benefit since Nov 2022 . Present value on books at 12/31/2023: $291,984 . |
| Potential payments (illustrative at 12/31/2024) | See table below . |
Potential payments upon termination/change-in-control (Bassett):
| Scenario | Cash Base ($) | Cash Bonus ($) | Pro-Rata Bonus ($) | SERP ($) | Equity Acceleration ($) | Health & Welfare ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Qualifying Termination within 12 months post-CoC | 1,000,000 | 650,000 | 476,405 | 291,984 | 0 | 12,467 | 2,430,856 |
| Change in Control (standalone; equity only) | 0 | 0 | 0 | 0 | 2,138,205 | 0 | 2,138,205 |
| Termination without cause / for good reason | 1,000,000 | 650,000 | 476,405 | 291,984 | 0 | 12,467 | 2,430,856 |
| Death | 0 | 0 | 476,405 | 750,000 | 1,339,728 | 0 | 2,566,133 |
| Disability | 0 | 0 | 476,405 | 291,984 | 1,339,728 | 0 | 2,108,117 |
Notes:
- Single-trigger equity vesting on change-of-control (without termination) is a potential governance/overhang consideration .
- 280G cutback applies if excise tax would reduce after-tax value (no gross-up disclosed) .
Compensation Structure and Governance Context
- Program design emphasizes at-risk pay; 60% of LTI is performance-based PSUs; common metrics are relative TBV growth and ROTCE vs KRX with TSR modifier; time-based RSAs 40% for retention .
- 2024 peer group (16 regional banks; assets ~$16–53B) used for benchmarking; target pay levels broadly set between 50th–75th percentile .
- Say-on-pay support: ~92% approval in 2024; annual frequency adopted .
- Clawback policy in place; insider trading policy prohibits hedging/short sales; ownership guidelines enforced and met .
- Company performance highlights (2024): net income $358.7m; ROA 1.38%; TBV/share +14.7% to $38.59; NIM (TE) 3.56% .
Investment Implications
- Alignment: Bassett’s pay is levered to ROA, efficiency, and credit quality annually, with multi-year PSUs tied to TBV/ROTCE vs regional peers—consistent with value-creation metrics for regional banks. 2024 overachievement (133% STI factor) and maximum/near-maximum PSU vesting for the 2022–2024 cycle reflect strong profitability and capital accretion, reinforcing incentive alignment .
- Retention and overhang: Meaningful unvested PSUs/RSAs through 2026 anchor retention; near-term vesting dates (Feb tranches; Dec 2025/2026 PSU maturities) could create episodic selling pressure, though ownership guidelines and 50% net-share hold mitigate churn risk .
- Change-in-control economics: Cash severance at 2x salary+target plus single-trigger equity vesting in a CoC is shareholder-standard for cash but more permissive for equity; this could increase deal-related dilution risk but also ensures management continuity incentives during strategic events .
- Risk flags: No pledging by Bassett; clawback and hedging prohibitions in place; no option repricing; related-party disclosures do not involve Bassett—low governance red flags specific to him .