Wm. Millard Choate
Ameris BancorpAbout Wm. Millard Choate
Wm. Millard Choate, age 72, has served as an independent director of Ameris Bancorp since July 2019. He is the founder and currently Chairman of Choate Construction Company (est. 1989) and holds bachelor’s degrees in economics and business from Vanderbilt University; his background includes establishing operations, banking, insurance, bonding, marketing, and technology functions for the firm .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Choate Construction Company | Founder & Chairman | 1989–present | Built operations and financial relationships; sector expertise aids credit risk oversight |
| Fidelity Southern Corp./Fidelity Bank | Director | 2010–2019 | Board experience prior to Ameris acquisition |
External Roles
| Organization | Role | Type | Interlocks/Notes |
|---|---|---|---|
| Choate Construction Company | Chairman | Private | Ameris CEO H. Palmer Proctor serves as a director of Choate Construction Company (information flow/interlock to CEO) |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director; Board determined all directors except Miller and Proctor are independent |
| Committee Assignments | Audit Committee member; Credit Risk Committee Chair |
| Attendance | All directors attended ≥75% of Board and assigned committees in 2024; meeting counts: Board (6), Audit (5), Compensation (5), Corporate Governance & Nominating (4), Executive (3), Enterprise Risk (3), Credit Risk (4) |
| Lead Independent Director | Not applicable to Choate; Board LID role held by Leo J. Hill since Sept 2019 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (2024) | $60,000 | Non‑employee director base retainer |
| Committee Chair Fee (2024) | $10,000 | Credit Risk Committee chair retainer |
| Fees Earned (2024) | $70,000 | Matches base + CRC chair fee |
| Dividends on Restricted Stock (2024) | $1,521 | Paid upon vesting |
| Annual Cash Retainer (effective 4/15/2025) | $75,000 | Updated summary of director compensation (Exhibit 10.1) |
Performance Compensation
| Grant Type | Grant Date | Shares | Fair Value/Share | Vesting Condition |
|---|---|---|---|---|
| Time‑based Restricted Stock | 2024‑06‑06 | 1,786 | $47.61 | Vests at earlier of one year from grant or next annual meeting |
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| CEO–Director Interlock | Ameris CEO H. Palmer Proctor sits on Choate Construction’s board while Choate chairs that company; monitor for related‑party exposure, though no transactions with Choate Construction are disclosed in the proxy |
Expertise & Qualifications
- Founder/operator with deep construction industry, operations, and financial relationship expertise; Vanderbilt economics and business degrees .
- Audit Committee service complements risk and controls oversight; Credit Risk Committee chair role aligns with lending and asset quality governance .
- Independent director status supports board effectiveness and investor confidence .
Equity Ownership
| Holder | Shares | Notes |
|---|---|---|
| Wm. Millard Choate | 236,852 | <1% of class |
| Restricted Stock (unvested) | 1,786 | Voting but not investment power |
| Family Foundation | 220,882 | Indirect beneficial ownership |
| Spouse | 7,490 | Shared voting/investment power |
| Pledged Shares | None disclosed for Choate | |
| Ownership Guidelines | Directors must hold ≥5× annual cash retainer; all executives and non‑employee directors met conditions in 2024; retain 50% of net shares post‑vesting until compliant | |
| Hedging/Pledging Policy | Hedging/short sales prohibited by policy; policy details in Insider Trading Policy |
Governance Assessment
- Board effectiveness: Independent, Audit member and Credit Risk Chair with ≥75% attendance in 2024; supports robust oversight of asset quality and financial reporting .
- Compensation alignment: Mix of cash and time‑based equity with standard vesting; modest cash relative to equity retainer; 2025 cash retainer updated to maintain competitiveness .
- Ownership alignment: Significant beneficial ownership including foundation holdings; compliance with ownership guidelines; no pledging disclosed; hedging prohibited .
- Shareholder signals: Strong support for Choate’s re‑election (54,960,465 for vs. 103,800 against; broker non‑votes 5,700,768) and for say‑on‑pay (53,534,986 for; 1,297,582 against; 283,156 abstentions) at 2025 annual meeting—indicates positive investor sentiment on governance/compensation .
- Related‑party/RED FLAGS: No disclosed related‑party transactions involving Choate; interlock exists via CEO Proctor’s role on Choate Construction’s board—monitor for potential conflicts and ensure recusal protocols; disclosed related‑party payments involved FSM Energy (CEO’s brother) and Chairman Miller’s agreements, not Choate .
Director Compensation (Detail)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $70,000 |
| Stock Awards (Grant‑date fair value) | $85,031 |
| All Other Compensation (Dividends on RSU) | $1,521 |
| Total | $156,552 |
Committee Structure Reference
- Audit Committee: Choate member; charter covers financial reporting, internal controls, auditor independence; Choate listed among members; Lynch chairs; Lynch designated financial expert .
- Credit Risk Committee: Choate is Chair; oversees asset quality, lending standards, allowance adequacy .
Shareholder Voting Outcomes (2025)
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Director election – Wm. Millard Choate | 54,960,465 | 103,800 | 51,459 | 5,700,768 |
| Say‑on‑pay | 53,534,986 | 1,297,582 | 283,156 | 5,700,768 |
Related Party Transactions (Company Disclosure)
- No transactions disclosed involving Choate or Choate Construction Company; policy requires CG&N Committee review/approval for related party transactions over $120,000 .
- Disclosed items: Miller split‑dollar termination payments; consulting to FSM Energy (CEO’s brother) totaling ~$140,000 (Jan 1, 2024–Mar 31, 2025) .
Notes on Insider Trades
- Attempt to retrieve Form 4 transactions via insider‑trades skill returned an authorization error; analysis relies on proxy beneficial ownership disclosures and policy restrictions [ReadFile(/public/skills/insider-trades/SKILL.md)] and tool execution log.