Robert P. Lynch
Ameris BancorpAbout Robert P. Lynch
Robert P. Lynch (age 61) is an independent director of Ameris Bancorp, serving on the Ameris Bancorp board since February 2000 and the Ameris Bank board since February 2006 . He is Vice President and Chief Financial Officer of Lynch Management Company (three automobile dealerships in Jacksonville, FL) and has been with the company for more than 40 years; he also has family ownership in Shadydale Farm, a beef cattle operation in Georgia . Lynch holds a bachelor’s degree in business administration from the University of Florida . He chairs the Audit Committee, is designated by the Board as an “audit committee financial expert,” and also serves on the Bank-level Credit Risk Committee; the Board has determined he is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lynch Management Company | Vice President & Chief Financial Officer | >40 years | Extensive operating/financial experience informs board oversight |
| Ameris Bank (Jacksonville community board) | Community board member | Current | Market insight and local engagement |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| — | No other public company directorships disclosed in the proxy biography for Mr. Lynch | — | None disclosed |
Board Governance
- Independence and roles:
- Independent director; Audit Committee Chair; Audit Committee Financial Expert; member, Credit Risk Committee .
- All members of the Audit, Compensation, Corporate Governance & Nominating, and Enterprise Risk Committees are independent .
- Board/committee structure and activity (2024):
- Meetings held in 2024: Board (6), Audit (5), Credit Risk (4); each director attended at least 75% of Board and committee meetings on which they served .
- Lead Independent Director structure in place (Leo J. Hill), and regular executive sessions of independent directors were held (six in 2024) .
| Committee | Role | Independence | Meetings Held (2024) | Attendance Note |
|---|---|---|---|---|
| Board of Directors | Director | Independent | 6 | All directors ≥75% of meetings |
| Audit Committee | Chair; Financial Expert | Independent | 5 | All directors ≥75% of meetings |
| Credit Risk Committee (Bank-level) | Member | Independent | 4 | All directors ≥75% of meetings |
Fixed Compensation
- Program design (non-employee directors, 2024): cash retainer $60,000; equity retainer of time-based restricted stock (~$85,000 grant-date value; 1,786 shares at $47.61); committee chair retainers (Audit Chair $30,000); community board members receive $400/month ($600 if chair) .
- Mr. Lynch 2024 actuals: cash fees $94,800; stock awards $85,031; all other compensation (dividends on restricted stock upon vesting) $1,521; total $181,352 . His cash fees are consistent with the $60,000 annual retainer plus $30,000 Audit Chair retainer and community board member fees ($400/month), per program terms .
| Component (2024) | Detail | Amount |
|---|---|---|
| Annual cash retainer | Non-employee director | $60,000 |
| Audit Committee Chair retainer | Chair fee | $30,000 |
| Community board member fee | Policy rate | $400/month |
| Fees earned (cash) | Reported for 2024 | $94,800 |
| Equity retainer | 1,786 restricted shares at $47.61; vests at earlier of 1-year or next annual meeting | $85,031 |
| All other compensation | Dividends on restricted stock upon vesting | $1,521 |
| Total | Sum of components | $181,352 |
Notes:
- For 2024 director grants, each non-employee director received 1,786 restricted shares (aggregate $85,031; $47.61/share), vesting at the earlier of June 6, 2025 or the 2025 annual meeting, contingent on continued service .
- Community board fees of $400/month apply to non-employee directors serving on Bank community boards (Mr. Lynch serves on the Jacksonville market community board) .
Performance Compensation
- Ameris does not use performance-based cash incentives for directors; director equity is time-based restricted stock (no performance metrics) .
| Metric | Applicability to Director Pay | Notes |
|---|---|---|
| Financial/operational performance hurdles | Not applicable | Director equity grants are time-based only |
| Vesting modifier/TSR metric | Not applicable | No performance modifier for director equity |
Other Directorships & Interlocks
- Compensation Committee interlocks: None of the Compensation Committee members are or have been officers or employees of the Company; Mr. Lynch is not listed as a member of the Compensation Committee (members are Bullard, Ezzell, Hill (Chair), Jeter, Stern) .
- No other public company board service disclosed for Mr. Lynch in his biography .
| Company | Role | Committee Roles | Interlock Notes |
|---|---|---|---|
| — | None disclosed | — | No disclosed interlocks involving Mr. Lynch |
Expertise & Qualifications
- Finance and operating leadership in retail auto dealerships; broad commercial perspective relevant to Ameris’s commercial customer base .
- Audit Committee Financial Expert designation by the Board; serves as Audit Committee Chair .
- Community engagement via Ameris Bank’s Jacksonville community board .
Equity Ownership
- Ownership guidelines: Non-employee directors must own stock equal to 5x their annual cash retainer; the 2024 annual review determined all executives and non-employee directors met the share ownership policy at that time .
- Beneficial ownership as of March 27, 2025 (record date): 212,358 shares; includes 1,786 restricted shares (voting but not investment power) and 1,664 shares owned by his spouse (shared voting/investment power); less than 1% of class .
| Item | Detail | Amount/Status |
|---|---|---|
| Total beneficial ownership | As of 3/27/2025 | 212,358 shares; <1% of class |
| Restricted stock included | Shares with voting but not investment power | 1,786 shares |
| Spousal/indirect holdings | Shares owned by spouse (shared voting/investment power) | 1,664 shares |
| Pledged shares | Disclosed for Mr. Lynch | None disclosed for Lynch; pledging disclosures apply to others as noted in footnotes |
| Stock ownership guideline | Non-employee directors: 5x annual cash retainer | In compliance as of 2024 review |
Related-Party Transactions & Conflicts
- The proxy discloses related-party transactions involving the Chair (Mr. Miller) and a vendor relationship involving the CEO’s brother; no related-party transactions involving Mr. Lynch are disclosed .
- Related party transaction policy requires review/approval by the Corporate Governance & Nominating Committee; ordinary-course banking transactions with directors must be on market terms and not present abnormal risk .
Additional Governance Signals
- Insider Trading Policy prohibits hedging, short sales and certain derivatives for officers, directors and employees .
- Say-on-pay support at the 2024 annual meeting was approximately 92%, indicating broad shareholder support for compensation practices (contextual governance signal) .
Governance Assessment
- Strengths:
- Independent Audit Committee Chair with “financial expert” designation; committee (and other key committees) are fully independent .
- Solid engagement/attendance expectations met; all directors attended ≥75% of their meetings in 2024 .
- Meaningful stock ownership with policy requiring 5x cash retainer for directors; compliance affirmed in 2024 review .
- No pledging or related-party transactions disclosed for Mr. Lynch, reducing alignment/conflict risks .
- Watch items:
- Long tenure (Ameris director since 2000) may prompt some investors to scrutinize perceived independence over time; the Board has formally determined independence under NYSE/SEC standards .