William D. McKendry
Ameris BancorpAbout William D. McKendry
William D. McKendry (age 56) is Corporate Executive Vice President and Chief Risk Officer of Ameris Bancorp and Ameris Bank, serving since September 2017. Prior roles include EVP & Chief Risk Officer at Bank of North Carolina (Dec 2011–Sep 2017) and Deputy General Auditor at First Citizens Bancshares (Jun 2004–Oct 2011) . Company performance context for his tenure: in 2024 Ameris reported net income of $358.7 million (ROA 1.38%), with tangible book value per share up 14.7% to $38.59; cumulative TSR since 12/31/2019 reached $158.80 vs. $130.90 for the KBW Nasdaq Regional Banking Index (KRX) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ameris Bancorp / Ameris Bank | Corporate Executive Vice President & Chief Risk Officer | Sep 2017–present | Enterprise risk oversight during multi-year growth, aligning to ROA/TBV/TSR-linked incentive frameworks |
| Bank of North Carolina | Executive Vice President & Chief Risk Officer | Dec 2011–Sep 2017 | Built/rationalized risk frameworks pre-combination, CRO leadership |
| First Citizens Bancshares | Deputy General Auditor | Jun 2004–Oct 2011 | Internal audit leadership supporting control and risk disciplines |
External Roles
- No other directorships listed for McKendry in the “Principal Occupation… and Other Directorships” section of the proxy .
Fixed Compensation
Note: McKendry was not a named executive officer (NEO) in the 2024/2025 proxies, so his specific base salary and cash bonus are not disclosed. For structural context, the Compensation Committee positions base salaries around market median with adjustments for role scope and performance; 2024 base salaries for NEOs (effective Mar 1, 2024) are below .
| Executive (NEO) | 2023 Base Salary | 2024 Base Salary | Total Adjustment |
|---|---|---|---|
| H. Palmer Proctor, Jr. (CEO) | $925,000 | $975,000 | 5% |
| Nicole S. Stokes (CFO) | $485,000 | $525,000 | 8% |
| Lawton E. Bassett, III (CBO & Bank President) | $500,000 | $500,000 | 0% |
| James A. LaHaise (CSO) | $455,000 | $500,000 | 10% |
| Ross L. Creasy (CIO) | $414,000 | $435,000 | 5% |
Performance Compensation
Ameris uses a mix of annual cash incentives tied to operating metrics and long-term equity with performance stock units (PSUs) and time-based restricted stock awards (RSAs).
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Short-term incentive (STI) framework and 2024 results for NEOs : | Metric | Weight | Threshold | Target Min | Target Max | Maximum | Actual | Payout % | |---|---:|---:|---:|---:|---:|---:|---:| | Credit Quality (nonaccruals; GNMA-adjusted) | 33% | 0.50% | 0.40% | 0.35% | 0.25% | 0.42% | 90.00% | | ROA vs KRX peers | 34% | 25th pct (0.67%) | 50th pct (0.99%) | 60th pct (1.03%) | 75th pct (1.22%) | 1.38% | 170.00% | | Efficiency Ratio | 33% | 59.00% | 56.00% | 55.00% | 52.00% | 53.88% | 138.67% | | Total Weighted Payout | — | — | — | — | — | — | 133.26% |
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Long-term incentives (LTI) structure :
- PSUs (60% of LTI): Two equally weighted goals over 3 years—relative tangible book value (TBV) growth ex-AOCI vs KRX peers and relative return on tangible common equity (ROTCE) ex-AOCI vs KRX peers; payout 50% (threshold) to 200% (maximum), with a +/-20% TSR modifier vs KRX if below 25th or above 75th percentile; vest at 3-year period end (e.g., 2024 grants vest 12/31/2026, certify in 1Q27) .
- RSAs (40% of LTI): Time-based restricted stock vesting in equal annual installments over three years; dividend equivalents accrue, paid only upon vesting .
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Realized LTI outcomes for prior cycle (2022–2024 PSUs) : | Award (Grant Date) | Performance Metric | Threshold | Target | Maximum | Actual | Payout % | Certification/Issuance | |---|---|---:|---:|---:|---:|---:|---| | 2022 TBV PSUs (2/24/2022) | TBV Growth ($ per share) | $32.62 | $34.95 | $39.94 | $38.59 | 174% | Certified 2/20/2025; shares issued to NEOs (e.g., 18,217 to CEO) | | 2022 ROTCE PSUs (2/24/2022) | Relative ROTCE (%) | 10.35% | 11.84% | 14.30% | 15.28% | 200% | Certified 2/20/2025; shares issued to NEOs (e.g., 20,960 to CEO) |
Implication: The company’s PSU design tightly links realized pay to balance-sheet accretion (TBV growth) and profitability (ROTCE), with demonstrated above-target outcomes for the 2022–2024 cycle .
Equity Ownership & Alignment
| Policy/Practice | Details |
|---|---|
| Stock ownership guidelines | CEO: 6x base salary; all other NEOs: 3x base salary; directors: 5x annual cash retainer. Must retain 50% of net vested shares until guidelines met; 2024 annual review found compliance with policy at that time . |
| Hedging/short sales | Insider Trading Policy expressly prohibits hedging, short sales, and transactions profiting from price declines; includes blackout periods and guidance on material nonpublic information . |
| Clawback | Mandatory recovery policy compliant with SEC/NYSE rules; erroneously awarded incentive compensation must be repaid upon accounting restatement . |
| Pledging | Not categorically prohibited; footnote discloses a senior executive (LaHaise) has 31,615 shares pledged as loan collateral; indicates care is needed assessing pledge-related risk, though no such pledge is disclosed for McKendry in the proxy extracts reviewed . |
| Beneficial ownership disclosure | Proxy tables disclose directors and NEOs; individual ownership for non-NEO officers like McKendry is generally not itemized in DEF 14A; company-level ownership tables and compliance statements provided . |
Employment Terms
Company disclosures focus on CEO and NEO agreements; terms for non-NEO officers such as McKendry are not specified. Key severance/change-in-control features for CEO and NEOs provide a reference framework :
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CEO (Proctor) upon involuntary termination without cause or resignation for good reason:
- Cash severance equal to 3x Final Compensation (base salary + target annual cash bonus), reduced by amounts under next bullet; paid over 36 months .
- Cash equal to 60% of base salary payable during the 18-month restrictive covenant period; paid over 18 months .
- 18 months of welfare benefits, pro‑rated target annual bonus, and full vesting of equity with performance deemed at greater of target or actual; options exercisable for full remaining term .
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NEOs (other than CEO) have severance agreements for terminations without cause/for good reason; no severance for voluntary/for-cause terminations; retirement agreements may provide additional payments as disclosed elsewhere in the proxy .
Investment Implications
- Pay-performance alignment: The PSU framework (TBV growth and ROTCE vs KRX with TSR modifier) and 2022–2024 outcomes (174% TBV; 200% ROTCE) show strong linkage between realized equity and multi-year value creation—supportive for retention of key risk leaders like the CRO and positive for incentive alignment .
- Vesting and selling pressure: RSAs vest annually over three years and PSUs cliff-vest after three; monitor Form 4s around late February (typical grant dates) and year-end/1Q certification windows for potential selling pressure as awards vest/settle (company policy prohibits hedging; pledging seen in at least one executive) .
- Ownership discipline: Robust ownership guidelines and share retention requirements reduce misalignment risk; 2024 review indicated policy compliance .
- Risk governance: CRO tenure since 2017 spans periods where Ameris delivered ROA of 1.38% in 2024 and improved TBV, metrics explicitly embedded in incentives—this supports confidence in execution under the current risk leadership structure .
- Change-in-control economics: CEO’s 3x severance and full equity acceleration reflect competitive but generous protections; while specific terms for McKendry are not disclosed, peer-level practices can create retention friction or windfall risks during strategic events (consider in M&A scenarios) .
- Governance safeguards: Hedging ban and mandatory clawback are positives; isolated pledging by an executive indicates the need to diligence individual officer pledges over time (no such disclosure for McKendry in the materials reviewed) .