William H. Stern

About William H. Stern

Independent director of Ameris Bancorp since November 2013 (age 68). President and Chief Executive Officer of Stern Development, a Southeast-focused real estate development firm, since 1980. Chairs the Corporate Governance and Nominating Committee and serves on the Compensation and Executive Committees. External civic roles include Chairman of the South Carolina State Ports Authority and member of the South Carolina Coordinating Council for Economic Development; he also chairs Ameris Bank’s community board for South Carolina. Independence is affirmed in the proxy’s director slate.

Past Roles

External Roles

Board Governance

• Committees: Compensation Committee (member); Corporate Governance & Nominating Committee (Chair); Executive Committee (member).
• Independence: Listed as “Independent” in director slate.
• Meetings and attendance: Board met 6 times in 2024; committees met 3–5 times. Each director attended at least 75% of Board and applicable committee meetings; independent directors held six executive sessions in 2024.
• Lead Independent Director: Leo J. Hill is Lead Independent Director.

• 2025 shareholder vote outcome (signal of investor support): Stern received 50,013,486 “For” vs 5,047,224 “Against” (higher “Against” than most peers), while Say‑on‑Pay passed with 53,534,986 “For” vs 1,297,582 “Against”.

Fixed Compensation

• Director compensation program (2024):
  • Annual cash retainer $60,000; annual equity retainer ~$85,000 (time‑based restricted stock, vests at next annual meeting or 1‑year anniversary); Chair retainers—CG&N $20,000; Executive $10,000; Compensation $20,000; Audit $30,000; Enterprise Risk $30,000; community board monthly fee $400 or $600 if chair.
• Stern’s 2024 director compensation (cash + equity):
  • Fees earned in cash: $87,200 (aligned with $60k base + $20k CG&N Chair + community board chair at $600/month).
  • Stock awards (grant-date fair value): $85,031 (1,786 restricted shares at $47.61).
  • All other compensation: $1,521 (restricted stock dividends upon vesting).
  • Total: $173,752.

Performance Compensation

• Directors receive time‑based restricted stock; no stock options or option‑like instruments were granted in 2024.
• Equity grant practices: annual director grants tied to annual meeting (traditionally June); vest on earlier of one year or next annual meeting.

Other Directorships & Interlocks

No other public company directorships disclosed for Stern.

Expertise & Qualifications

• Real estate development expertise; extensive business experience and economic background; valued for industry knowledge benefiting Board deliberations.

Equity Ownership

• Beneficial ownership: 50,283 shares; percent of class noted as “less than 1%” in the proxy.
• Breakdown (as of the record date/footnote detail): includes 1,786 restricted shares (voting but not investment power), 2,777 shares by a family trust, 234 by a family foundation, 2,337 by children, and 337 by spouse.
• Ownership guidelines: non‑employee directors must hold stock equal to 5x annual cash retainer; the Company states all executives and non‑employee directors met ownership requirements in the 2024 annual review. Hedging and short sales are prohibited by policy.

Governance Assessment

• Committee leadership and duties: As Chair of Corporate Governance & Nominating, Stern oversees board composition and nominations and administers the related party transaction policy; in urgent cases under $1,000,000, the Committee Chair may approve transactions prior to full committee review, emphasizing the need for robust independence and process controls. No Stern‑related transactions are disclosed.
• Independence and interlocks: Stern is independent; the Compensation Committee (where he serves) reports no interlocks or insider participation, mitigating pay‑setting conflicts.
• Attendance and engagement: All directors met at least 75% attendance thresholds; independent directors held six executive sessions in 2024—positive for board effectiveness.
• Pay structure and alignment: Director pay mixes cash retainers with time‑based equity; no options or performance conditions for directors, consistent with market norms, and ownership guidelines (5x cash retainer) were met at the 2024 review; insider policy prohibits hedging and short sales.
• Shareholder sentiment signal (RED FLAG watch): Stern’s director election drew 5,047,224 “Against” votes vs 50,013,486 “For,” notably higher opposition than most peers on the slate—an investor‑confidence data point to monitor.
• Pledging/hedging: No pledging disclosed for Stern; company policy prohibits hedging and short sales for directors. (Note: separate footnote discloses pledging by another director, not Stern.)