Definitive proxy statements

Pay vs Performance Disclosure

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Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

Pay Versus Performance Disclosure

 

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and our performance for the fiscal years listed below.

 

 

 

 

   

 

   

 

   

 

   

Value of Initial Fixed $100 Investment based on:

   

 

   

 

 
Year     Summary Compensation Table Total for PEO
(1)
      Compensation Actually Paid to PEO
(2)(3)
      Average Summary Compensation Table Total for Non-PEO NEOs       Average Compensation Actually Paid to Non-PEO NEOs
(2)(3)
   

TSR

   

Peer Group TSR
(4)

     

Net Income

(millions)

      Basic Earnings Per Share  

2023

  $ 2,139,984     $ 2,109,738     $ 692,677     $ 736,614     $ 188.97     $ 115.64     $ 206.9     $ 3.80  

2022

    2,612,554       2,634,492       755,359       807,351       191.23       116.10       251.5       4.63  

2021

    2,546,502       3,583,655       962,371       960,478       232.85       124.74       207.7       3.83  

2020

    1,560,626       1,547,188       504,616       525,789       109.19       91.29       169.6       3.15  

 

(1)

Thomas A. Broughton was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

 

2020

2021 - 2022

2023

Rodney E. Rushing

Rodney E. Rushing

Rodney E. Rushing

William M. Foshee

William M. Foshee

William M. Foshee

Henry F. Abbott

Henry F. Abbott

Henry F. Abbott

Clarence C. Pouncey III

 

Kirk Pressley

 

(2)

The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

(3)

Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the applicable Summary Compensation Table.

     
PEO Total Compensation Amount $ 2,139,984 $ 2,612,554 $ 2,546,502 $ 1,560,626
PEO Actually Paid Compensation Amount $ 2,109,738 2,634,492 3,583,655 1,547,188
Adjustment To PEO Compensation, Footnote

Year

Summary Compensation Table Total for PEO

Exclusion of Stock Awards and Option Awards for PEO

Inclusion of Equity Values for PEO

Compensation Actually Paid to PEO

2023

$2,139,984

$(757,050)

$726,804

$2,109,738

 

Year

Average Summary Compensation Table Total for Non-PEO NEOs

Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs

Average Inclusion of Equity Values for Non-PEO NEOs

Average Compensation Actually Paid to Non-PEO NEOs

2023

$692,677

$(207,325)

$251,262

$736,614

 

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

 

Year

Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO

Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO

Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO

Total - Inclusion of
Equity Values for PEO

2023

$678,110

$62,310

$(13,616)

$726,804

 

Year

Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs

Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs

Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs

Total - Average Inclusion of
Equity Values for Non-PEO NEOs

2023

$253,149

$7,732

$(9,620)

$251,262

 

(4)

The Peer Group TSR set forth in this table utilizes the KBW Nasdaq Regional Bank Index (KRX), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year for the Company and in the KBW Nasdaq Regional Bank Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

(5)

We determined Basic Earnings Per Share to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.

 

 

     
Non-PEO NEO Average Total Compensation Amount $ 692,677 755,359 962,371 504,616
Non-PEO NEO Average Compensation Actually Paid Amount $ 736,614 807,351 960,478 525,789
Compensation Actually Paid vs. Total Shareholder Return

PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (TSR)

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the cumulative TSR over the four most recently completed fiscal years for the Company, and the KBW Nasdaq Regional Bank Index cumulative TSR over the same period.

 

pvp1.jpg

 

     
Compensation Actually Paid vs. Net Income

PEO and Non-PEO NEO Compensation Actually Paid and Net Income

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years.

 

pvp2.jpg

 

     
Compensation Actually Paid vs. Company Selected Measure

PEO and Non-PEO NEO Compensation Actually Paid and Earnings Per Share

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Earnings Per Share during the four most recently completed fiscal years.

 

 

pvp3.jpg

 

     
Tabular List, Table

Tabular List of Most Important Financial Performance Measures

 

The following table presents the financial performance measures that we consider to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to our performance. The measures in this table are not ranked.

 

 

Earnings Per Share

Relative Total Stockholder Return

Loan and Deposit Growth

 

 

     
Total Shareholder Return Amount $ 188.97 191.23 232.85 109.19
Peer Group Total Shareholder Return Amount 115.64 116.1 124.74 91.29
Net Income (Loss) $ 206,900,000 $ 251,500,000 $ 207,700,000 $ 169,600,000
Company Selected Measure Amount 3.8 4.63 3.83 3.15
Measure:: 1        
Pay vs Performance Disclosure        
Name Earnings Per Share      
Measure:: 2        
Pay vs Performance Disclosure        
Name Relative Total Stockholder Return      
Measure:: 3        
Pay vs Performance Disclosure        
Name Loan and Deposit Growth      
Exclusion Of Stock Awards And Option Awards For PEO [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 757,050      
Inclusion Of Equity Values For PEO [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 726,804      
Average Exclusion Of Stock Awards And Options Awards For Non-PEO NEOs [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 207,325      
Average Inclusion Of Equity Values For Non-PEO NEOs [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 251,262      
Year-End Fair Value Of Equity Awards Granted During Year That Remained Unvested As Of Last Day Of Year For PEO [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 678,110      
Change In Fair Value From Last Day Of Prior Year To Last Day Of Year Of Unvested Equity Awards For PEO [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 62,310      
Change In Fair Value From Last Day Of Prior Year To Vesting Date Of Unvested Equity Awards That Vested During Year For PEO [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 13,616      
Total - Inclusion Equity Values For PEO [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 726,804      
Average Year-End Fair Value Of Equity Awards Granted During Year That Remained Unvested As Of Last Day Of Year For Non-PEO NEOs [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 253,149      
Average Change In Fair Value From Last Day Of Prior Year To Last Day Of Year Of Unvested Equity Awards For Non-PEO NEOs [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 7,732      
Average Change In Fair Value From Last Day Of Prior Year To Vesting Date Of Unvested Equity Awards That Vest During Year For Non-PEO NEOs [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 9,620      
Total - Average Inclusion Of Equity Values For Non-PEO NEOs [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 251,262