Roy Dallis Copeland Jr.
About Roy Dallis Copeland Jr.
Roy Dallis Copeland Jr., age 56, is President of Colony Bankcorp, Inc. and Colony Bank, a role he has held since September 2022 after serving as Special Advisor from July 2021 to September 2022. He previously spent a decade on Synovus’ Executive Committee and served as EVP and Chief Community Banking Officer (2015–2019), overseeing corporate, CRE, retail, wealth, treasury, card, marketing, and special assets, reporting directly to the Chairman/CEO from 2009 until his 2019 retirement . Company performance context: Colony’s reported Company TSR “value of $100” rose from 75.10 (2022) to 104.81 (2023) to 121.35 (2024), while Net Income increased from $19.542m (2022) to $21.747m (2023) to $23.868m (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Colony Bankcorp, Inc. (Company and Bank) | President | Sep 2022–present | Leads the enterprise; promoted from Special Advisor (Jul 2021–Sep 2022) to President . |
| Synovus Financial Corporation | EVP & Chief Community Banking Officer; Executive Committee member | EVP CCB 2015–2019; Exec Committee and direct report to Chairman/CEO 2009–2019 | Responsible for corporate, CRE, retail, private wealth, treasury management, credit card, marketing, and special assets across Synovus . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Development Authority of Columbus | Board member | Current (as disclosed) | Local economic development engagement . |
| University System of Georgia Foundation | Executive committee (prior) | Prior (as disclosed) | System-level higher-ed foundation governance . |
| Greater Columbus Chamber of Commerce | Board member (prior) | Prior (as disclosed) | Regional business and civic leadership . |
| Georgia Bankers Association | Member/Board roles (prior) | Prior (as disclosed) | Industry advocacy and banking community engagement . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary (USD) | $350,000 | $365,000 |
| Bonus (non‑equity, for prior year performance) | $28,000 | $145,000 |
| Stock awards (grant date fair value) | $42,390 | $53,885 |
| All other compensation | $35,195 | $48,535 |
| Total | $455,585 | $612,420 |
Base salary in effect: $365,000 for 2024 ; $380,000 for 2025 .
Perquisites and other compensation detail (annual):
| Component | 2023 amount | 2024 amount |
|---|---|---|
| Vehicle allowance | $12,000 | $12,000 |
| Company‑paid life insurance | $1,032 | $1,032 |
| Interest paid on deferred bonus | $653 | $564 |
| Dividends on restricted stock | $1,003 | $2,698 |
| Disability insurance | $3,468 | $3,248 |
| 401(k) match | $17,039 | $16,994 |
| Social club dues | — | $12,000 |
Performance Compensation
Annual incentive framework and metrics:
| Metric | Weight (2023 plan; paid 2024) | Target (2023 plan) | Weight (2024 plan; paid 2025) | Target (2024 plan) |
|---|---|---|---|---|
| Operating ROAA | 25% | > 0.89% | 25% | > 0.83% |
| Operating EPS | 25% | > $1.53 | 25% | > $1.44 |
| Net organic customer deposit growth | 20% | > $103.129m | 20% | > $49.418m |
| Net operating NIE / Avg Assets | 20% | < 1.94% | 20% | < 1.39% |
| Individual performance goals | 10% | Not disclosed | 10% | Not disclosed |
Payment timing:
- For 2023 performance (paid 2024): 60% paid in cash in 2024; remaining balance paid in equal installments over the following three years .
- For 2024 performance (paid 2025): 80% paid in cash in 2025; remaining balance to be paid in 2026 .
Equity awards (structure):
- Copeland’s awards are time‑vested restricted stock; option awards are not disclosed for him in the NEO tables. Companywide equity plan shows 144,558 options/warrants/rights outstanding at a $12.53 weighted average exercise price; remaining shares available for issuance: 843,718 (as of 12/31/2024) .
Equity Ownership & Alignment
Beneficial ownership (individual):
| Date | Shares beneficially owned | Percent of class |
|---|---|---|
| Mar 22, 2024 | 23,858 | 0.14% |
| Mar 28, 2025 | 27,183 | 0.16% |
Outstanding unvested stock and vesting cadence:
| As of | Unvested RS shares | Market value basis | Vesting schedule (per grant) |
|---|---|---|---|
| 12/31/2023 | 6,834 | $90,892 at $13.30 close | 1/1/2022 grant vesting on 1/1/2024 and 1/1/2025; 7/1/2023 grant vesting 7/1/2024, 7/1/2025, 7/1/2026 . |
| 12/31/2024 | 9,769 | $120,001 at $16.14 close | 1/1/2022 grant vested 1/1/2025; 7/1/2023 grant vests 7/1/2025 and 7/1/2026; 7/1/2024 grant vests 7/1/2025, 7/1/2026, 7/1/2027 (service‑based) . |
Trading, hedging, pledging policies and Section 16 compliance:
- Company prohibits short‑selling, derivatives hedging, and buying on margin; trades by directors/officers subject to blackout windows and pre‑clearance; NYSE‑compliant clawback policy in place .
- No pledging disclosure is noted for Copeland in the ownership tables (no footnote indicating pledging) .
- One administrative exception: Copeland filed a late Form 4 on July 8, 2024 to report tax withholding of 832 shares upon a January 1, 2024 RS vesting .
Employment Terms
| Term | Detail |
|---|---|
| Agreement term | 2‑year employment agreement; expires September 13, 2026 . |
| Base salary at outset of agreement | $365,000 initial base salary under agreement . |
| Bonus eligibility | Eligible for annual bonus per company plans . |
| Severance (no change in control) | If terminated without cause/disability or resigns for good reason: 12 months’ base salary (paid in installments) . Estimated: $380,000 as of 12/31/2024 . |
| Severance (within 12 months post‑CIC) | 1.5x (current base salary + prior year’s bonus), lump sum within 30 days . Estimated as of 12/31/2024: $701,364 . |
| Restrictive covenants | Non‑compete and non‑solicit during employment and for 12 months post‑termination (or longer if severance is being paid); standard confidentiality; release required . |
Related Party Transactions and Governance Notes
- Related party transaction policy compliant with SEC/NASDAQ/NYSE standards; insider loans permitted only on market terms. As of 12/31/2022, insiders and related entities had $4,459,988.50 in aggregate outstanding/available borrowings with the Bank, all in ordinary course and on substantially similar terms to non‑related customers .
- Company maintains annual say‑on‑pay; Board recommended “FOR” in 2025 and supports annual frequency .
Investment Implications
- Pay-for-performance alignment: Annual cash incentive is explicitly tied to bank operating KPIs (ROAA, EPS, organic deposit growth, expense efficiency) with clear weights; payout deferral mechanics (portion paid later) encourage retention and sustained execution . Time‑based RS helps align with shareholders but lacks explicit multi‑year performance vesting; consider whether adding PSUs could increase long‑term alignment. The PVP disclosure shows improving TSR and Net Income over 2022–2024, supporting incentive relevance .
- Retention and overhang: Copeland’s unvested RS schedule clusters on July 1, 2025–2027, which may create periodic selling pressure around vest dates; however, ownership increased to 27,183 shares (0.16%) as of March 28, 2025, indicating growing skin‑in‑the‑game .
- Governance risk: Anti‑hedging and margin restrictions reduce misalignment risk; no pledging noted. A single late Form 4 for tax withholding appears administrative rather than a trading red flag .
- Change‑of‑control economics: CIC protection at 1.5x salary+bonus is moderate for a bank of CBAN’s size; the presence of restrictive covenants (12 months) mitigates competitive risk if he departs .
- Cash vs equity mix: 2024 pay includes a larger non‑equity bonus ($145k) alongside modest RS grants ($53.9k grant‑date value), implying a balanced but cash‑tilted mix which may be appropriate given near‑term KPI focus; monitor mix and any shift toward guaranteed or purely time‑based equity in future proxies .
Overall: Copeland’s incentives are tied to core banking outcomes and buttressed by retention‑focused RS vesting, with moderate CIC protection and increasing personal ownership. Watch mid‑year vesting windows, future introduction (or absence) of performance‑based equity, and continued delivery on ROAA/EPS/efficiency/organic deposit growth targets as leading indicators for compensation‑performance alignment .