Nicole S. Stokes
Ameris BancorpAbout Nicole S. Stokes
Nicole S. Stokes, age 50, is Corporate Executive Vice President and Chief Financial Officer of Ameris Bancorp and Ameris Bank (since January 2018; Bank CFO since June 2016), after serving as Senior Vice President and Controller from December 2010 through May 2016 . Under her finance leadership, Ameris delivered 2024 net income of $358.7 million (ROA 1.38%), with tangible book value growth of 14.7% to $38.59; cumulative TSR since year-end 2019 reached $158.80 versus peer KRX $130.90 . Shareholders supported pay practices with ~92% say‑on‑pay approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ameris Bancorp / Ameris Bank | Corporate EVP & CFO | Jan 2018–present | Oversees company and bank finance; guided profitability and TBV growth metrics used in incentive design . |
| Ameris Bank | Chief Financial Officer | Jun 2016–Dec 2017 | Led Bank-level finance ahead of CFO role at holding company . |
| Ameris Bank | SVP & Controller | Dec 2010–May 2016 | Built reporting controls foundational to later pay‑for‑performance alignment . |
External Roles
No external board or committee roles disclosed for Ms. Stokes in the proxy .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 468,000 | 482,667 | 518,333; increased effective Mar 1, 2024 to $525,000 (+8%) |
| Stock Awards ($, grant-date fair value) | 602,578 | 606,862 | 607,648 |
| Non-Equity Incentive Plan ($) | 531,765 | 515,480 | 577,182 |
| Change in Pension Value & Nonqualified Deferred Comp ($) | 19,745 | 15,462 | 14,356 |
| All Other Compensation ($) | 30,059 | 46,105 | 49,838 |
| Total ($) | 1,652,147 | 1,666,576 | 1,767,357 |
2024 perquisites detail:
- Dividends $15,119; Employer 401(k) match $13,800; Health and Welfare $20,091; Life Insurance $828 .
Performance Compensation
Annual Incentive (Short-Term)
| Metric | Weight | Threshold | Target Min | Target Max | Maximum | Actual 2024 | Payout |
|---|---|---|---|---|---|---|---|
| Credit Quality (adjusted) | 33.0% | 0.50% | 0.40% | 0.35% | 0.25% | 0.42% | 90.00% |
| ROA | 34.0% | 25th pct | 50th pct | 60th pct | 75th pct | 1.38% | 170.00% |
| Efficiency Ratio | 33.0% | 59.00% | 56.00% | 55.00% | 52.00% | 53.88% | 138.67% |
| Weighted Company Achievement | 133.26% |
Target bonus opportunity as % of salary: Threshold 37.50%, Target 75.00%, Maximum 127.50% . Actual 2024 payout formula for Ms. Stokes: $525,000 base × 75.00% target × 133.26% company achievement × 110.00% individual performance = $577,182 .
Long-Term Incentives (Equity)
- 2024 LTI Target: $600,000 .
- Mix: 60% Performance Stock Units (PSUs) tied to three-year TBV Growth and ROTCE relative to KRX with TSR modifier; 40% time-based Restricted Stock (RSAs) vesting ratably over 3 years .
- 2024 grants to Ms. Stokes:
- RSAs: 5,173 shares at $46.40 grant-date (Feb 21, 2024) .
- TBV PSUs: Target 3,879 shares; vest based on 2024–2026 performance, certified Q1 2027 .
- ROTCE PSUs: Target 3,880 shares; same schedule and TSR modifier; payout capped at 200% of target .
Performance outcomes for prior cycle (granted Feb 24, 2022; performance period 2022–2024):
- TBV PSUs vested at ~174% of target (TBV $38.59 vs target $34.95) → Ms. Stokes received 5,465 shares upon certification on Feb 20, 2025 .
- ROTCE PSUs vested at 200% (ROTCE 15.28% vs max 14.30%) → Ms. Stokes received 6,288 shares; TSR modifier not applied (performance within 25th–75th percentile) .
- 2024 “Stock Vested” totals for Ms. Stokes: 16,945 shares; value realized $975,810, including 11,753 PSU shares issued Feb 20, 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 48,883 shares; <1% of class . |
| Restricted Shares included | 8,807 restricted shares where she has voting but not investment power . |
| Outstanding Awards (as of 12/31/2024) | RSAs: 1,724 vest 2/21/2025; 3,753 vest 2/24/2025; 1,724 vest 2/21/2026; 1,656 vest 2/24/2026; 1,725 vest 2/21/2027 . TBV PSUs: 3,727 target vest 12/31/2025; 3,879 target vest 12/31/2026 . ROTCE PSUs: 3,728 target vest 12/31/2025; 3,880 target vest 12/31/2026 . |
| Ownership Guidelines | CEO 6x salary; other NEOs 3x salary; retain 50% of net shares until met; all executives met conditions in 2024 . |
| Hedging/Pledging | Insider Trading Policy prohibits hedging, short sales, and other arrangements . No pledging disclosed for Ms. Stokes; a peer (LaHaise) disclosed pledged shares, highlighting policy sensitivity . |
Upcoming vesting/issuance dates may create selling pressure windows (Feb 21/24 of 2025–2027; Dec 31 of 2025–2026, with PSU issuance upon certification in Q1 following performance end) .
Employment Terms
| Term | Ms. Stokes’ Arrangement |
|---|---|
| Severance Agreement Date | May 7, 2019 . |
| Severance (No Cause / Good Reason) | 2× (base salary + target cash bonus) paid over two years; pro‑rata annual bonus based on goals; up to 18 months COBRA reimbursement . |
| Change of Control (COC) | Cash severance amounts above paid in lump sum if termination occurs at time of, or within one year after, a COC (“double trigger” for cash); equity awards under the 2021 Plan automatically fully vest upon COC, death, or disability (“single trigger” for equity) . |
| Non‑Compete / Non‑Solicit | 2 years post‑termination; confidentiality covenants apply . |
| Definitions | “Cause” and “Good Reason” defined with detailed standards and cure periods . |
| Clawback | Mandatory recovery policy compliant with SEC/NYSE; restatement‑triggered clawbacks . |
Estimated benefits table (hypothetical termination on 12/31/2024):
- Qualifying termination within 12 months following COC: Total $2,563,135 (cash severance $1,837,500; pro‑rata bonus $577,182; SERP $114,795; Health & Welfare $33,658; equity acceleration shown separately below) .
- COC (no termination): Equity acceleration $2,565,996 .
- Voluntary with Good Reason or involuntary without Cause: Total $2,563,135 (same cash severance structure; equity not accelerated absent COC) .
- Death/Disability: Equity acceleration $1,607,716; pro‑rata bonus $577,182; SERP death benefit $500,000 annualized for 10 years payable to beneficiary (per SERP terms); Health & Welfare N/A .
Supplemental Executive Retirement Agreement (SERP):
- Benefit: $50,000 per year for 15 years beginning at age 65 if employed until that age; reduced benefits for earlier termination per agreement; vested with respect to certain benefits in Nov 2022 .
- Present Value of Accumulated Benefit (as of 2023 disclosure): $114,795; 12 years credited service .
Investment Implications
- Alignment and performance linkage: Strong pay‑for‑performance architecture—annual incentives tied to ROA, efficiency, and credit quality; LTI 60% PSUs tied to TBV Growth and ROTCE versus KRX with TSR modifier; 2024 company achievement above target (133.26%) drove Ms. Stokes’ cash bonus to $577k, while 2022–2024 PSUs paid 174–200% on TBV/ROTCE respectively, consistent with superior returns .
- Retention risk: Material unvested equity through 2026 (RSAs and PSUs) and SERP benefits support retention; double‑trigger cash severance and single‑trigger equity acceleration under COC balance executive protection and change‑of‑control dynamics .
- Trading signals: Multiple near‑term vesting dates (Feb 2025–2027 RSAs; Dec 2025–2026 PSUs with issuance in Q1 following certification) may create periodic selling windows; oversight via insider trading policy and ownership guidelines mitigates hedging/short‑term disposition risks .
- Governance quality: 92% say‑on‑pay approval in 2024, independent compensation consultant (FW Cook), peer group benchmarking (targeting 50th–75th percentile), and mandatory clawback indicate disciplined compensation governance .
- Red flags and mitigants: Equity single‑trigger acceleration on COC is shareholder‑sensitive; however, no pledging disclosed for Ms. Stokes, hedging prohibited, and comprehensive clawback reduce alignment concerns; peers’ pledging underscores ongoing monitoring .
Supporting Details
Compensation Peer Group (2024)
Peer group of 16 regional bank holding companies spanning ~$16.3–$52.6 billion in assets; Ameris assets $26.3 billion; compensation targeted between 50th–75th percentile of peers .
Pay Versus Performance (Company-level context)
| Year | PEO SCT Total ($) | PEO Compensation Actually Paid ($) | Avg Non‑PEO SCT Total ($) | Avg Non‑PEO Compensation Actually Paid ($) | Company TSR ($) | Peer TSR (KRX) ($) | Net Income ($mm) | TBV Growth (%) |
|---|---|---|---|---|---|---|---|---|
| 2022 | 4,403,423 | 3,955,720 | 1,587,056 | 1,444,538 | 116.42 | 116.10 | 346.5 | 13.94 |
| 2023 | 5,088,214 | 6,330,078 | 1,588,860 | 1,913,236 | 133.04 | 115.64 | 269.1 | 12.43 |
| 2024 | 5,471,767 | 10,057,494 | 1,631,407 | 2,623,099 | 158.80 | 130.90 | 358.7 | 14.71 |
Outstanding Equity Awards (Ms. Stokes; as of 12/31/2024)
| Award Type | Shares/Units | Vest/Performance End Date |
|---|---|---|
| RSA | 1,724 | 2/21/2025 |
| RSA | 3,753 | 2/24/2025 |
| TBV PSU (Target) | 3,727 | 12/31/2025 (certified Q1 2026) |
| ROTCE PSU (Target) | 3,728 | 12/31/2025 (certified Q1 2026) |
| RSA | 1,724 | 2/21/2026 |
| RSA | 1,656 | 2/24/2026 |
| TBV PSU (Target) | 3,879 | 12/31/2026 (certified Q1 2027) |
| ROTCE PSU (Target) | 3,880 | 12/31/2026 (certified Q1 2027) |
| RSA | 1,725 | 2/21/2027 |
2024 Stock Vested (Value Realized)
| Executive | Shares | Value Realized |
|---|---|---|
| Nicole S. Stokes | 16,945 | $975,810 (includes 11,753 PSUs issued 2/20/2025) |
Policies
- Insider Trading Policy: prohibits hedging, short sales; blackout and disclosure controls; filed as Exhibit 19.1 to 2024 10‑K .
- Clawback Policy: SEC/NYSE-compliant, filed as Exhibit 97.1 to 2024 10‑K .
Investment Implications
- Ms. Stokes’ compensation is heavily tied to tangible book value growth, ROTCE and operational excellence, signaling strong alignment with shareholder value creation in regional banking. Recent PSU outcomes at 174–200% indicate execution against long‑term value measures and relative peer outperformance .
- Retention risk appears low near term given significant unvested equity and SERP benefits; however, single‑trigger equity acceleration under change‑of‑control increases deal‑related cost and dilution considerations, while double‑trigger cash severance mitigates windfall risks .
- Anticipate potential trading pressure around RSA/PSU vest and issuance dates; ownership guidelines and hedging prohibitions should reduce misalignment concerns; continued monitoring of insider Form 4 activity is warranted around those windows .
- Governance and shareholder feedback metrics (peer benchmarking, FW Cook engagement, mandatory clawback, 92% say‑on‑pay) support confidence in compensation discipline; watch for any future changes to performance metric difficulty or equity vesting triggers in proxies .