Definitive proxy statements

Pay vs Performance Disclosure

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Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
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.

 

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)  


 
 

Value of Initial Fixed $100 Investment based on:

   

Net Income

(millions)  


 
 

Basic Earnings Per Share  


 
         

TSR

   

Peer Group TSR(4)

     

2024

  $ 2,093,028     $ 2,903,059     $ 498,850     $ 362,285     $ 243.52     $ 130.90     $ 227.2     $ 4.17  

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)

Mr. 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

2024

Rodney E. Rushing

Rodney E. Rushing

Rodney E. Rushing

Rodney E. Rushing

William M. Foshee

William M. Foshee

William M. Foshee

William M. Foshee

Henry F. Abbott

Henry F. Abbott

Henry F. Abbott

Henry F. Abbott

Clarence C. Pouncey III

 

Kirk Pressley

Kirk Pressley

     

Edison K. Woodie, III

 

 

       
PEO Total Compensation Amount $ 2,093,028 $ 2,139,984 $ 2,612,554 $ 2,546,502 $ 1,560,626
PEO Actually Paid Compensation Amount $ 2,903,059 2,109,738 2,634,492 3,583,655 1,547,188
Adjustment To PEO Compensation, Footnote

(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 column are the totals from the Stock Awards and Option Awards columns set forth in the applicable Summary Compensation Table.

 

Year

 

Summary Compensation Table Total for PEO

   

Exclusion of Stock Awards for PEO

   

Inclusion of Equity Values for PEO

   

Compensation Actually Paid to PEO

 

2024

  $ 2,093,028     $ (783,300 )   $ 1,593,331     $ 2,903,059  

 

Year

 

Average Summary Compensation Table Total for Non-PEO NEOs

   

Average Exclusion of Stock Awards for Non-PEO NEOs

   

Average Inclusion of Equity Values for Non-PEO NEOs

   

Average Compensation Actually Paid to Non-PEO NEOs

 

2024

  $ 498,850     $ (97,924 )   $ (38,641 )   $ 362,285  

 

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

   

Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO

   

Total - Inclusion of
Equity Values for PEO

 

2024

  $ 1,063,587     $ 514,721     $ 15,023       -     $ 1,593,331  

 

 

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

   

Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs

   

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

 

2024

  $ 81,533     $ 31,054     $ (1,185 )   $ (150,043 )   $ (38,641 )

 

(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, 2024. 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 2024. 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 $ 498,850 692,677 755,359 962,371 504,616
Non-PEO NEO Average Compensation Actually Paid Amount $ 362,285 736,614 807,351 960,478 525,789
Compensation Actually Paid vs. Total Shareholder Return

PEO and Average 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 five most recently completed fiscal years for the Company, and the KBW Nasdaq Regional Bank Index cumulative TSR over the same period.

 

peocompensation.jpg

 

       
Compensation Actually Paid vs. Net Income

PEO and Average 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 five most recently completed fiscal years.

 

 

peocompensation2.jpg
       
Compensation Actually Paid vs. Company Selected Measure

PEO and Average 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 five most recently completed fiscal years.

 

peocompensation3.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 2024 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 $ 243.52 188.97 191.23 232.85 109.19
Peer Group Total Shareholder Return Amount 130.9 115.64 116.1 124.74 91.29
Net Income (Loss) $ 227,200,000 $ 206,900,000 $ 251,500,000 $ 207,700,000 $ 169,600,000
Company Selected Measure Amount 4.17 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        
PEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 1,593,331        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (783,300)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,063,587        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 514,721        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 15,023        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (38,641)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (97,924)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 81,533        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 31,054        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,185)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (150,043)