Michael T. Pierson

About Michael T. Pierson

Corporate Executive Vice President, Chief Governance Officer, and Corporate Secretary at Ameris Bancorp; age 55; officer since 2019. He has served as Chief Governance Officer since March 2020 and Corporate Secretary since January 2022; previously Executive Vice President and Chief Operations Officer of Ameris and Ameris Bank (July 2019–March 2020). Prior to the Company’s acquisition of Fidelity, he spent 21 years in leadership roles at Fidelity and Fidelity Bank, including Head of Commercial Banking, M&A, and Chief Risk Officer . Company performance during his tenure includes cumulative TSR rising to 158.80 by 2024 versus 130.90 for the KBW Nasdaq Regional Banking Index and TBV Growth of 14.71% in 2024, with net income of $358.7 million .

Past Roles

External Roles

Fixed Compensation

• Michael T. Pierson is not a Named Executive Officer (NEO) in the 2025 proxy; individual base salary, bonus, and cash compensation are not disclosed. The proxy provides detailed compensation only for the NEOs (CEO, CFO, Banking Group President, Chief Strategy Officer, CIO) .

Performance Compensation

Ameris’ executive incentive design (applies to senior executives including Pierson) uses annual cash incentives and long‑term equity awards:

Annual (Short-Term) Incentive Metrics and 2024 Outcomes

• Formula: Base Salary × Target % × Company Achievement × Individual Performance; total weighted company payout factor was 133.26% (before ±10% individual adjustment) .
• Individual target percentages by executive are disclosed for NEOs; Pierson’s target % is not disclosed .

Long-Term Incentives (2024 grants; 60% PSUs, 40% RSAs)

• PSUs: 50% TBV Growth (relative to KRX, excluding AOCI), 50% ROTCE (relative to KRX, excluding AOCI); TSR modifier ±20% if outside 25th–75th percentile; vest on Dec 31, 2026 (certification expected in 1Q27); payout scale 50% (threshold) to 200% (max) .
• RSAs: time‑based restricted stock vest ratably over three years .
• For the prior PSU cycle (2022–2024): TBV PSUs vested at ~174% (TBV to $38.59) and ROTCE PSUs vested at 200% (TSR modifier not applied) .

Equity Ownership & Alignment

• Stock ownership guidelines: CEO at 6× base salary; all other NEOs at 3× base; 50% net shares retained until compliant; 2024 review found all conditions met. Applies to officers broadly; Pierson’s individual compliance level is not separately disclosed .
• Hedging and short sales are prohibited for officers, directors, and employees under the Insider Trading Policy .
• Beneficial ownership table lists directors and NEOs individually; Pierson is not a director and not listed as a NEO, so his individual share count and % ownership are not disclosed .

Employment Terms

• Severance and CIC: Severance Agreements exist for certain NEOs (Bassett, LaHaise, Creasy, Stokes) with 2× base + target bonus (installments, lump‑sum upon CIC within 12 months), pro‑rated bonus, up to 18 months COBRA; 2‑year non‑compete/non‑solicit post‑termination. Pierson’s Severance Agreement is not disclosed in the proxy .
• Equity acceleration under the 2021 Plan: upon death, disability, or change of control, equity awards become fully vested and options fully exercisable (single‑trigger vesting for CIC) .
• Cause/good reason definitions provided for NEO Severance Agreements and for the CEO’s Employment Agreement; restrictive covenants and non‑compete periods apply post‑termination (CEO 18 months) .

Performance & Track Record

• 2024 highlights: Net income $358.7M; Adjusted net income $346.6M; ROA 1.38% (adjusted 1.33%); TBV per share +$4.95 (+14.7%) to $38.59; TCE ratio 10.59% vs 9.64%; NIM (TE) 3.56%; deposits +$1.01B; allowance for loan losses 1.63%; net charge‑offs 0.19%. These metrics underpinned above‑target incentive outcomes .
• Pay versus performance (five‑year view): Company TSR 158.80 vs KRX TSR 130.90 (as of 2024); Net income $358.7M; TBV Growth 14.71% in 2024 .

Governance, Say‑on‑Pay, and Compensation Committee

• Say‑on‑Pay approval: ~92% support at 2024 Annual Meeting; annual frequency selected by shareholders .
• Compensation Committee: all independent (Hill, Bullard, Ezzell, Jeter, Stern); independent consultant FW Cook; peer benchmarking targeted to 50th–75th percentile; balanced mix of cash/equity, with strong at‑risk pay and clawback policy .

Compensation Peer Group (for benchmarking 2024)

• Peer banks include Pinnacle, UMB, Cadence, SouthState, Bank OZK, Hancock Whitney, Commerce Bancshares, United Bankshares, United Community Banks, Simmons, Atlantic Union, Home Bancshares, Trustmark, Renasant, Independent Bank Group, Hilltop; Ameris assets $26.3B vs peer median $28.9B .

Vesting Schedules and Insider Selling Pressure

• 2024 PSU awards vest Dec 31, 2026 with certification in 1Q27; RSAs vest in equal annual tranches over 3 years .
• Form 4 insider activity for Pierson is not discussed in the proxy; specific selling pressure disclosures are not available therein. Hedging is prohibited; pledging is footnoted for certain directors/NEOs (e.g., Miller, LaHaise), but no Pierson‑specific pledging disclosure appears in the proxy .

Revenue and EBITDA (context)

Values retrieved from S&P Global.*

Investment Implications

• Alignment: Pierson’s governance role and Corporate Secretary responsibilities align with strong governance practices; executive ownership guidelines, clawbacks, and hedging prohibitions reduce misalignment risk .
• Incentive design: Company‑wide STI metrics (Credit Quality, ROA, Efficiency Ratio) and LTI PSUs (TBV, ROTCE with TSR modifier) emphasize balance sheet quality and returns—favorable for shareholders in regional banking cycles. Single‑trigger equity vesting upon change‑of‑control under the 2021 Plan can increase transaction‑related dilution and may accelerate selling pressure around corporate events .
• Disclosure gaps: As a non‑NEO, Pierson’s individual pay, ownership, and vesting details are not disclosed; analysts should monitor Form 4 filings and future proxies for specific grant and ownership data. High say‑on‑pay support and peer‑aligned benchmarking indicate low near‑term compensation controversy risk .