Leo J. Hill

About Leo J. Hill

Leo J. Hill (age 69) has been an independent director of Ameris Bancorp since January 2013 and serves as the Board’s Lead Independent Director since September 2019. He is founder and owner of Advisor Network Solutions, LLC and previously held senior banking roles at Wachovia Bank of Georgia (SVP/Senior Loan Administration Officer), Barnett Banks (President & CEO of Barnett Treasure Coast Florida), and Bank of America (Market President, Sun Coast Florida). Hill holds a BBA in management and an M.S. in finance from Georgia State University and completed LSU’s Graduate School of Banking, bringing extensive banking and credit experience to the Board .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors except the Chairman (James B. Miller, Jr.) and CEO (H. Palmer Proctor, Jr.) are independent; Hill is independent and serves as Lead Independent Director since September 2019 .
• Committee assignments and roles:
  • Compensation Committee – Chair .
  • Corporate Governance & Nominating Committee – Member .
  • Executive Committee – Member .
• Meeting cadence and attendance:
  • 2024 meetings: Board (6), Audit (5), Compensation (5), Corporate Governance & Nominating (4), Executive (3), Enterprise Risk (3), Credit Risk (4) .
  • Each director attended at least 75% of Board and applicable committee meetings in 2024; independent directors held six executive sessions in 2024 .

Fixed Compensation (Director Pay – 2024)

• Director compensation program also includes an annual equity retainer for all non-employee directors, plus fixed chair premiums; no meeting fees; cash retainers prorated if appointments are partial-year .

Performance Compensation (Equity and Metrics)

• Director equity grant (time-based restricted stock):
  • 2024 equity retainer: 1,786 shares of restricted Common Stock to each non-employee director, aggregate value $85,031 at $47.61/share; vests on the earlier of one year or the next annual meeting .
  • Hill’s 2024 stock award value: $85,031 .

• Compensation Committee pay-for-performance design (as overseen by Hill as Chair):
  • Annual cash incentives for NEOs used three metrics with weights and clear thresholds/targets; 2024 Company achievement factor: 133.26% (above target) .

• Long-term incentives for executives emphasize TBV Growth and ROTCE PSUs with a relative TSR modifier versus the KBW Nasdaq Regional Banking Index (KRX); payout caps at 200% and explicit vesting/certification timelines .

Other Directorships & Interlocks

• Current public-company boards: None disclosed for Hill (external role is Lead Independent Director of Transamerica Mutual Funds) .
• Compensation Committee interlocks: None; all members (including Hill) were independent and none served as Ameris officers or employees .
• Board service limits and audit committee load constraints are codified in Corporate Governance Guidelines (e.g., audit committee membership limits) .

Expertise & Qualifications

• Degrees: BBA (Management) and MS (Finance), Georgia State University; LSU Graduate School of Banking .
• Domain expertise: Corporate lending, credit administration, regional banking leadership; currently Lead Independent Director of a mutual fund family .
• Board qualifications: Experienced independent chair (Compensation), Lead Independent Director; not designated as Audit Committee Financial Expert (that designation is held by Robert P. Lynch) .

Equity Ownership

• Ownership alignment policies: Non-employee directors must hold Company stock equal to 5× annual cash retainer; annual review in 2024 found all executives and directors meeting ownership requirements .
• Hedging/pledging: Insider Trading Policy prohibits hedging/short sales; no pledge disclosure for Hill in ownership footnotes (pledges noted for other individuals, not Hill) .
• Clawback: Mandatory clawback policy for erroneously awarded incentive compensation per SEC/NYSE rules .

Compensation Committee Analysis (Peer Group and Say-on-Pay)

• 2024 executive compensation peer group (16 regional banks; asset size comparable to Ameris):
  • Pinnacle Financial Partners ($52.6B), UMB Financial ($50.4B), Cadence Bank ($47.0B), SouthState ($46.4B), Bank OZK ($38.3B), Hancock Whitney ($35.1B), Commerce Bancshares ($32.0B), United Bankshares ($30.0B), United Community Banks ($27.7B), Simmons First National ($26.9B), Atlantic Union ($24.6B), Home Bancshares ($22.5B), Trustmark ($18.2B), Renasant ($18.0B), Independent Bank Group ($17.6B), Hilltop Holdings ($16.3B); Ameris at $26.3B .
• Say-on-Pay: ~92% approval at the 2024 Annual Meeting; annual say-on-pay frequency adopted .

Related-Party Transactions and Conflicts

• Ameris maintains a formal related-party transaction policy administered by the Corporate Governance & Nominating Committee, requiring review/approval for transactions >$120,000 involving directors/officers and their immediate family members .
• Disclosed related-party transactions in 2024–2025 involved Chairman Miller (split-dollar termination payments) and FSM Energy (affiliate of CEO’s brother) (~$140,000); no related-party transactions disclosed involving Leo J. Hill .

Governance Assessment

• Strengths and positive signals:
  • Independent Lead Director role provides balance to a non-independent Chair and sitting CEO director; Hill has served in this role since 2019 .
  • Chair of Compensation Committee with transparent, multi-metric, capped incentive design; robust LTIs with relative performance and TSR modifier .
  • Strong attendance standards; independent executive sessions; explicit ownership guidelines met; hedging prohibited; clawback policy implemented .
  • High say-on-pay support (~92%) indicates investor alignment with pay practices .
• Watch items:
  • Executive Committee includes two current/former employees, requiring continued vigilance to maintain independent oversight; Hill participates as a member, providing independent perspective .
  • Ensure continued adherence to director service limits across external boards/audit committees as responsibilities evolve .

Overall, Hill’s roles as Lead Independent Director and Compensation Committee Chair, combined with his banking and credit background, support board effectiveness and investor confidence, with no disclosed conflicts or pledging and clear alignment mechanisms via ownership guidelines and oversight of pay-for-performance structures .