Brian Schmitt
About Brian D. Schmitt
Brian D. Schmitt (age 63) serves as Executive Vice Chairman of the Board and Director of Colony Bankcorp, Inc. (CBAN) since August 2021, following his tenure as President and CEO of SouthCrest Financial Group and SouthCrest Bank (July 2016–August 2021). He holds a BA in Finance from Troy University and has been in banking since 1983; the Board cites his bank executive management experience as core credentials for his directorship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SouthCrest Financial Group, Inc. / SouthCrest Bank | President & CEO | Jul 2016 – Aug 2021 | Led the institution until its merger with CBAN in Aug 2021 . |
| The PrivateBank | Executive leadership role | Not disclosed | Prior executive leadership position . |
| Premier Bank | Executive leadership role | Not disclosed | Prior executive leadership position . |
| Heritage Financial Group | Executive leadership role | Not disclosed | Prior executive leadership position . |
External Roles
- No current public company board directorships disclosed for Schmitt; prior roles listed are executive positions at banks rather than external public boards .
Board Governance
- Independence: The Board determined Schmitt is not independent under NYSE/SEC rules due to his status as a current/past executive officer of the Company/Bank .
- Committees: Schmitt is not listed as a member of the Audit Committee, Talent Management & Compensation Committee, or Nominating & Governance Committee; all directors (including Schmitt) are members of the Risk Management Committee .
- Attendance: The Board met 8 times in 2024; each director attended at least 75% of meetings of the full Board and their committees .
- Executive sessions: Independent directors met in executive session 9 times in 2024; the Board has separated the roles of Chairman (independent, Mark H. Massee) and CEO, and has not designated a Lead Independent Director .
- Nomination/tenure: Schmitt is among eight nominees to be elected to one-year terms at the 2025 Annual Meeting; each nominee currently serves on the Board .
Committee Assignments
| Committee | 2024 Membership | Role |
|---|---|---|
| Audit Committee | Massee (Chair), Loomis, Hollingsworth; Joiner joined Mar 1, 2025 | Schmitt is not a member . |
| Talent Management & Compensation Committee | Hollingsworth (Chair), Downing, Massee | Schmitt is not a member . |
| Nominating & Governance Committee | Mowry (Chair), Loomis, Reed | Schmitt is not a member . |
| Risk Management Committee | All directors | Member (all directors serve) . |
Fixed Compensation
| Component (2024) | Amount/Detail |
|---|---|
| Cash retainer | $48,000 . |
| Stock awards (restricted stock) | $9,113 (aggregate grant date fair value) . |
| Total | $57,113 . |
| 2024 director equity grant detail | 600 restricted shares to each non‑employee Director on July 1, 2024 at $12.15 per share (grant date fair value basis) . |
| Committee chair fees (policy) | $2,500 annually per committee chaired (Schmitt is not listed as a chair) . |
| Retainer policy | Independent Directors: $48,000; Chairman: $63,000; employees serving as Directors: $18,000 . |
- Note: The proxy’s narrative indicates non‑employee Directors were awarded 750 shares vesting in three equal annual installments, while the 2024 Director Compensation table footnote shows 600 shares granted on July 1, 2024; this disclosure inconsistency should be monitored .
Performance Compensation
| Performance Linkage to Director Pay | Metrics / Structure |
|---|---|
| None disclosed | Director compensation is structured as cash retainers plus restricted stock grants; no performance conditions or metrics tied to director equity/fees are disclosed . |
Other Directorships & Interlocks
- Compensation Committee interlocks: None—no CBAN executive officers served on another entity’s board where that entity’s executive officers served on CBAN’s Compensation Committee, and no transactions requiring disclosure occurred for Compensation Committee members in 2024 .
- No shared public company directorships with competitors/suppliers/customers are disclosed for Schmitt .
Expertise & Qualifications
- Education: BA in Finance, Troy University .
- Depth of experience: Banking since 1983; track record in start‑up, growth, consolidation, and sale of financial institutions; prior executive leadership at The PrivateBank, Premier Bank, Heritage Financial Group .
- Board‑cited qualification: “Experience in bank executive management” .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As of |
|---|---|---|---|
| Brian D. Schmitt | 78,849 | 0.45% | Mar 28, 2025 . |
| Shares outstanding | 17,481,709 | — | Record date Mar 28, 2025 . |
| Directors & executive officers (17 persons) | 1,156,646 | 6.62% | Mar 28, 2025 . |
- Hedging policy: Directors/officers/employees are prohibited from speculative trading and hedging, including short‑selling and derivatives; restricted from buying Company securities on margin; trading subject to blackout windows and pre‑clearance by General Counsel .
- Pledging: No specific disclosure of pledged shares for Schmitt; pledging restrictions are not explicitly stated beyond margin prohibition .
Governance Assessment
- Independence and potential conflicts: Schmitt is not independent due to his executive officer status (Executive Vice Chairman), which reduces purely independent oversight; however, key committees (Audit, Compensation, Nominating) are composed of independent members without Schmitt, limiting direct influence on those oversight functions .
- Attendance: Meets minimum governance expectations (≥75% attendance) with the Board meeting 8 times in 2024; independent directors held 9 executive sessions, and the Chairman is independent, supporting oversight quality .
- Ownership alignment: Schmitt’s beneficial ownership of 78,849 shares (0.45% of outstanding) provides meaningful skin‑in‑the‑game for a regional bank director, complementing the standard cash retainer and restricted stock mix .
- Director pay practices: Modest cash retainer and restricted stock are standard; the 2024 grant disclosure discrepancy (750 vs 600 shares) warrants clarification to ensure transparent equity grant practices .
- Related‑party exposure: The Bank extends loans to certain officers/directors and related entities (aggregate $4,038,375.34 outstanding/available as of Dec 31, 2024), subject to Regulation O/W and a Board‑approved related‑party transaction policy with Audit Committee review; no individual loan disclosure for Schmitt is provided, but compliance mitigates conflict risk .
- Risk indicators: No material legal proceedings; no director‑level proceedings affecting integrity in the last 10 years; clawback policy aligned with NYSE Rule 10D‑1; prohibition on hedging/derivatives supports shareholder alignment .
RED FLAGS
- Not independent (Executive Vice Chairman), which may affect investor perceptions of board independence; mitigated by independent membership on core oversight committees .
- Equity grant disclosure inconsistency (750 vs 600 shares) suggests process/communication gap; seek confirmation on actual grant amounts and vesting terms for 2024 .