Form DEF 14A Ameris Bancorp For: Jun 10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Preliminary Proxy Statement

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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-12

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AMERIS BANCORP

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

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Fee paid previously with preliminary materials.

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3490 Piedmont Road N.E., Suite 1550
Atlanta, Georgia 30305

April 26, 2021

Dear Shareholder:

It is my pleasure to invite you to the 2021 Annual Meeting of Shareholders of Ameris Bancorp, which will be held on Thursday, June 10, 2021, commencing at 9:30 a.m. ET.

For your convenience and safety, the Annual Meeting will be completely virtual, held via live audio webcast. You will be able to attend the Annual Meeting and vote your shares by visiting http://www.meetingcenter.io/266934352. Details regarding how to attend the Annual Meeting, how to vote your shares and the formal business to be conducted at the Annual Meeting are more fully described in the enclosed Notice of the 2021 Annual Meeting of Shareholders. At the Annual Meeting, we will also report on our operations and related matters of current interest to our shareholders.

The Internet will be the primary means by which we furnish proxy materials to our shareholders. We will send shareholders a notice with instructions for how to access these materials. That electronic notice will also provide information on how shareholders may obtain paper copies of our proxy materials if they so choose, as most will not otherwise receive paper copies. We believe this process, which lowers our costs and saves paper, contributes to both our efficiency and sustainability efforts and provides our shareholders a convenient way to connect with the information they need about the matters on which we will vote at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to ensure that your shares are represented and voted at the Annual Meeting. You may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. If you attend the Annual Meeting, then you may vote during the Annual Meeting even though you have previously voted your proxy.

On behalf of Ameris Bancorp, I thank you for your continued support and look forward to seeing you at this year’s Annual Meeting.

 

 

 
3490 Piedmont Road N.E., Suite 1550
Atlanta, Georgia 30305

To the Shareholders of Ameris Bancorp:

NOTICE IS HEREBY GIVEN that the 2021 Annual Meeting of Shareholders of Ameris Bancorp will be held virtually, via live audio webcast at http://www.meetingcenter.io/266934352, on Thursday, June 10, 2021, commencing at 9:30 a.m. ET, for the following items of business:

(1)

To elect each of the 13 director nominees named in the accompanying Proxy Statement to serve as a director until our 2022 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified;

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(2)

To ratify the appointment of Crowe LLP as our independent registered public accounting firm for the year ending December 31, 2021;

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(3)

To approve, on an advisory basis, the compensation of our named executive officers;

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To approve the Ameris Bancorp 2021 Omnibus Equity Incentive Plan; and

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To transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

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The close of business on April 1, 2021, has been fixed as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record as of the close of business on that date are entitled to notice of, and to vote at, the Annual Meeting.

To access the virtual Annual Meeting, visit: http://www.meetingcenter.io/266934352. To be deemed present and to have the ability to vote during the Annual Meeting, you will be required to enter your control number and the meeting password, ABCB2021. If you are a shareholder of record as of the close of business on the record date, then your control number can be found on the proxy card or Notice of Internet Availability of Proxy Materials you previously received.

If you are a beneficial owner as of the close of business on the record date, then you must register in advance to attend and vote at the Annual Meeting. To register, you must obtain a legally valid proxy from your broker, bank or other nominee and present it to the Company’s transfer agent, Computershare Investor Services. Once you have received a valid proxy from your broker, bank or other nominee, you must email it to Computershare at [email protected] with “Legal Proxy — Ameris Bancorp” in the subject line. Please include with your email proof from your broker, bank or other nominee of your valid proxy reflecting your holdings of our common stock (e.g., a forwarded email from your broker, bank or other nominee with your valid proxy attached, or an image of your valid proxy attached to your email). Requests for registration must be received by Computershare no later than 5:00 p.m. ET on June 7, 2021. You will then receive by email from Computershare a confirmation of your registration, with a control number for use in accessing the virtual meeting website.

Online access to the virtual meeting site will open at 9:15 a.m. ET on June 10, 2021, to allow time for you to log in and test your device’s audio system.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to ensure that your shares will be represented and voted at the Annual Meeting.

Atlanta, Georgia
April 26, 2021

 

 

 

 

 

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3490 Piedmont Road N.E., Suite 1550
Atlanta, Georgia 30305

PROXY STATEMENT
FOR 2021 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 10, 2021

This summary highlights information contained elsewhere in this proxy statement (“Proxy Statement“) and in our 2020 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”) and accompanies this Proxy Statement. You should read the entire Proxy Statement and the 2020 Annual Report before voting. We are first making the proxy materials available to shareholders on or about April 26, 2021.

In this Proxy Statement: (i) Ameris Bancorp is referred to as “Ameris,” “we,” “our,” “us,” or the “Company”; (ii) Ameris Bank, Ameris’s wholly owned subsidiary, is referred to as the “Bank”; and (iii) the Company’s Board of Directors is referred to as the “Board.”

Information About the 2021 Meeting of Shareholders of Ameris Bancorp (the “Annual Meeting”)

Annual Meeting Agenda and Board Voting Recommendations

 

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In addition to the above matters, we will transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

How to Cast Your Vote

Whether or not you plan to attend the Annual Meeting, we urge you to vote as soon as possible to ensure that your shares will be represented and voted at the Annual Meeting. If you are a shareholder of record (meaning you hold your shares in your own name) as of the close of business on the Record Date, then you have four voting options. You may vote using one of the following methods:

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Over the Internet at www.envisionreports.com/ABCB, which you are encouraged to do if you have access to the Internet;

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By telephone at the number included in your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice”) you previously received;

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For those shareholders who request to receive a paper proxy card in the mail, by completing, signing and returning the proxy card; or

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By attending the Annual Meeting (by visiting http://www.meetingcenter.io/266934352 and entering enter your control number and the meeting password, ABCB2021) and following the voting instructions on the virtual meeting site.

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How to Attend and Vote at the Annual Meeting

Only shareholders of record as of the close of business on the Record Date, or beneficial owners who follow the instructions below, will be able to attend and vote at the Annual Meeting. Guests will not be able to attend the Annual Meeting.

The Annual Meeting will be held virtually, via live audio webcast. To access the Annual Meeting, visit the virtual meeting site at http://www.meetingcenter.io/266934352. To be deemed present and to have the ability to vote during the Annual Meeting, you will be required to enter your control number and the meeting password, ABCB2021.

If you are a shareholder of record as of the close of business on the Record Date, then your control number can be found on the proxy card or the Notice you previously received.

If you are a beneficial owner as of the close of business on the Record Date, then you must register in advance to attend and vote at the Annual Meeting. (You are a beneficial owner if your shares are held in “street name” through a bank, broker or other nominee that holds your shares as the holder of record.) To register, you must obtain a legally valid proxy from your broker, bank or other nominee and present it to our transfer agent, Computershare Investor Services (“Computershare”). Once you have received a valid proxy from your broker, bank or other nominee, you must email it to Computershare at [email protected] with “Legal Proxy — Ameris Bancorp” in the subject line. Please include with your email proof from your broker, bank or other nominee of your valid proxy reflecting your holdings of Common Stock (e.g., a forwarded email from your broker, bank or other nominee with your valid proxy attached, or an image of your valid proxy attached to your email). Requests for registration must be received by Computershare no later than 5:00 p.m. ET on June 7, 2021. You will then receive by email from Computershare a confirmation of your registration, with a control number for use in accessing the virtual meeting website.

Once you are admitted to the Annual Meeting, you may vote during the Annual Meeting by following the instructions on the virtual meeting site.

Online access to the virtual meeting site will open at 9:15 a.m. ET on June 10, 2021, to allow time for you to log in and test your device’s audio system.

Shareholder Questions

Shareholders of record and registered beneficial owners who attend the Annual Meeting can submit questions at the virtual meeting site, http://www.meetingcenter.io/266934352, by following the

 

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instructions available on the virtual meeting site during the meeting. During the Annual Meeting, we intend to answer questions so submitted that are pertinent to the Company and meeting matters, as time permits.

Shareholder List

An electronic list of shareholders of record as of the Record Date will be available for examination by shareholders at http://www.meetingcenter.io/266934352 during the Annual Meeting, along with the proxy materials for the Annual Meeting.

Business Overview

We are proud of the results that we delivered in 2020, including:

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Growth in net income of  $100.5 million, from $161.4 million in 2019 to $262.0 million in 2020;

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Adjusted return on average assets of 1.56%, compared with 1.52% in 2019;

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Improvement in adjusted efficiency ratio to 52.17% in 2020, compared with 55.67% in 2019;

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Growth in tangible book value of 13.8%, from $20.81 at the end of 2019 to $23.69 at the end of 2020;

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Organic growth in loans of  $1.66 billion, or 13.0% (and $834.8 million, or 6.5%, exclusive of loans under the U.S. Small Business Administration’s Paycheck Protection Program (“PPP”)); and

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Improvement in deposit mix such that noninterest bearing deposits represent 36.27% of total deposits, up from 29.94% at December 31, 2019.

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Adjusted return on average assets, adjusted efficiency ratio and tangible book value are performance measures determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See “Reconciliation of GAAP and Non-GAAP Financial Measures” in Exhibit A to this Proxy Statement for a reconciliation to 2020 GAAP results.

Director Nominees

At the Annual Meeting, shareholders are being asked to elect each of the director nominees identified below to serve as a director until the 2022 Annual Meeting and until his or her successor is duly elected and qualified.

 

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Corporate Governance and Executive Compensation Program Highlights

Our corporate governance and executive compensation policies promote the long-term interests of shareholders. Below are highlights of our corporate governance and executive compensation framework.

 

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Why am I receiving these materials?

The Board has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the solicitation of proxies by and on behalf of the Board for use at the Annual Meeting. The Annual Meeting will be held virtually, via live audio webcast at http://www.meetingcenter.io/266934352, on Thursday, June 10, 2021, commencing at 9:30 a.m. ET. These materials will be first made available to shareholders on or about April 26, 2021. Shareholders of the Company are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.

What is included in these materials?

These materials include:

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The Company’s Proxy Statement for the Annual Meeting; and

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The 2020 Annual Report, which includes the Company’s audited consolidated financial statements.

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If you request printed versions of these materials by mail, then these materials will also include the proxy card for the Annual Meeting.

Why did I receive a one-page notice in the mail or e-mail notification regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), the Company has provided access to its proxy materials over the Internet. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice, free of charge, or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials electronically by e-mail on an ongoing basis.

How can I get electronic access to the proxy materials?

The Notice provides you with instructions regarding how to:

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View proxy materials for the Annual Meeting on the Internet and execute a proxy; and

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Instruct the Company to send future proxy materials to you electronically by e-mail.

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Choosing to receive future proxy materials by e-mail will save the Company the cost of printing and mailing documents to you and will reduce the impact of its annual meetings on the environment. If you choose to receive future proxy materials by e-mail, then you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

What is being voted on at the Annual Meeting?

Shareholders are being asked to vote on each of the following proposals:

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To elect each of the 13 director nominees named in this Proxy Statement to serve as a director until the 2022 Annual Meeting and until his or her successor is duly elected and qualified (Proposal 1);

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To ratify the appointment of Crowe as our independent registered public accounting firm for the year ending December 31, 2021 (Proposal 2);

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To approve, on an advisory basis, the compensation of our named executive officers (Proposal 3); and

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To approve the 2021 Plan (Proposal 4).

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In addition to the above matters, we will transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. As of the date of this Proxy Statement, the Board knows of no other matters that will be brought before the Annual Meeting.

You may not cumulate your votes for any matter being voted on at the Annual Meeting, and you are not entitled to appraisal or dissenters’ rights.

Who can vote?

You may vote if you were a shareholder of record of the Common Stock as of the close of business on April 1, 2021, the Record Date for the Annual Meeting. Your shares can be voted at the Annual Meeting only if you are present or represented by a valid proxy. As of the Record Date, there were 69,713,426 shares of Common Stock outstanding and entitled to vote.

If you are a beneficial owner of the Common stock as of the close of business on the Record Date, then you will receive voting instructions from the bank, broker or other nominee that holds your shares as the holder of record. You must follow the voting instructions of the holder of record in order for your shares to be voted.

How many votes am I entitled to?

Each share of Common Stock represented at the Annual Meeting is entitled to one vote for each director nominee with respect to the proposal to elect directors and one vote for each of the other proposals to be voted on.

How do I vote?

If you are a record holder, then you may vote by proxy or in person at the Annual Meeting at http://www.meetingcenter.io/266934352. To vote by proxy, you may select one of the following options:

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Over the Internet, which you are encouraged to do if you have access to the Internet;

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By telephone; or

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For those shareholders who request to receive a paper proxy card in the mail, by completing, signing and returning the proxy card.

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The Notice provides instructions on how to access your proxy card, which contains instructions on how to vote via the Internet or by telephone. For those shareholders who request to receive a paper proxy card in the mail, instructions for voting via the Internet, by telephone or by mail are set forth on the proxy card. Please follow the directions on your proxy card carefully.

If you are a beneficial owner, then you will receive voting instructions from the bank, broker or other nominee that holds your shares as the holder of record. You must follow the voting instructions of the holder of record in order for your shares to be voted. Although most banks, brokers and other nominees will offer telephone and Internet voting, availability and specific procedures will depend on their voting arrangements. Please follow their voting instructions carefully.

How do I attend and vote at the Annual Meeting?

The Annual Meeting will be held virtually, via live audio webcast. To access the Annual Meeting, visit the virtual meeting site at http://www.meetingcenter.io/266934352. To be deemed present and to have the ability to vote during the Annual Meeting, you will be required to enter your control number and the meeting password, ABCB2021.

 

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If you are a shareholder of record, then your control number can be found on the proxy card or the Notice you previously received.

If you are a beneficial owner, then you must register in advance to attend and vote at the Annual Meeting. To register, you must obtain a legally valid proxy from your broker, bank or other nominee and present it to our transfer agent, Computershare. Once you have received a valid proxy from your broker, bank or other nominee, you must email it to Computershare at [email protected] with “Legal Proxy — Ameris Bancorp” in the subject line. Please include with your email proof from your broker, bank or other nominee of your valid proxy reflecting your holdings of Common Stock (e.g., a forwarded email from your broker, bank or other nominee with your valid proxy attached, or an image of your valid proxy attached to your email). Requests for registration must be received by Computershare no later than 5:00 p.m. ET on June 7, 2021. You will then receive by email from Computershare a confirmation of your registration, with a control number for use in accessing the virtual meeting website.

Once you are admitted to the Annual Meeting, you may vote during the Annual Meeting by following the instructions on the virtual meeting site.

Online access to the virtual meeting site will open at 9:15 a.m. ET on June 10, 2021, to allow time for you to log in and test your device’s audio system.

Can I change my mind after I vote?

If you are a shareholder of record and vote by proxy, then you may revoke that proxy at any time before it is voted at the Annual Meeting. You may do this by using one of the following methods:

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Voting again by telephone or over the Internet prior to 9:30 a.m. ET on June 10, 2021;

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Giving written notice to the Company’s Corporate Secretary at 3490 Piedmont Road N.E., Suite 1550, Atlanta, Georgia 30305;

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Delivering a later-dated proxy; or

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By attending the Annual Meeting (by visiting http://www.meetingcenter.io/266934352 and entering enter your control number and the meeting password, ABCB2021) and following the voting instructions on the virtual meeting site.

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If you are a beneficial owner, then you must follow the instructions provided by the bank, broker or other nominee that holds your shares as the holder of record if you wish to change or revoke your vote.

How many votes must be present to hold the Annual Meeting?

In order for the Company to conduct the Annual Meeting, the holders of a majority of the shares of Common Stock outstanding and entitled to vote as of the Record Date must be present or represented by proxy at the Annual Meeting. This is referred to as a quorum.

Shares represented by valid proxies received but marked as abstentions, and shares represented by valid proxies received but reflecting broker non-votes (further discussed below), will be counted as present at the Annual Meeting for purposes of establishing a quorum.

What are broker non-votes?

Under certain circumstances, including the election of directors, matters involving executive compensation and other matters considered non-routine, banks and brokers are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the bank or broker. This is generally referred to as a “broker non-vote.” In these cases, as long as a routine matter is also being voted on, and in cases where the shareholder does not vote on such routine matter, those shares will be counted for the purpose of determining if a quorum is present, but will not be included as votes cast with respect to those matters. Whether a bank or broker has authority to vote its shares on uninstructed matters is determined by stock exchange rules. We expect that brokers will be allowed to exercise discretionary authority for beneficial owners who have not provided voting

 

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instructions only with respect to Proposal 3 but not with respect to any of the other proposals to be voted on at the Annual Meeting.

What is the vote required to elect directors and to adopt each of the other proposals?

The following chart describes the proposals to be considered at the Annual Meeting, the vote required to elect directors and to adopt each of the other proposals, and the manner in which votes will be counted:

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See “Matters To Be Voted On — Proposal 1 — Election of Directors” for a further description of the vote required to elect directors.

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We are asking our shareholders to approve the 2021 Plan at the Annual Meeting, among other reasons, because the rules of The Nasdaq Stock Market (“Nasdaq”) require shareholder approval of equity compensation arrangements pursuant to which stock may be acquired by officers, directors, employees or consultants. Under the Nasdaq rules, shareholder approval of the 2021 Plan requires approval by a majority of votes cast and abstentions will have no effect.

What if my shares are registered in more than one person’s name?

If you own shares that are registered in the name of more than one person, then each person must sign the proxy. If an attorney, executor, administrator, trustee, guardian or any other person signs the proxy in a representative capacity, then the full title of the person signing the proxy should be given and a certificate should be furnished showing evidence of appointment.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, then you have multiple accounts with brokers or the Company’s transfer agent. Please vote all of these shares. It is recommended that you contact your broker or the

 

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Company’s transfer agent, Computershare, as applicable, to consolidate as many accounts as possible under the same name and address. Computershare may be contacted by telephone at (800) 568-3476.

How are proxies solicited and what is the cost?

The cost of preparing and mailing proxy materials will be borne by the Company. We have engaged Georgeson LLC to assist with the solicitation of proxies for an annual fee of  $10,000 plus expenses. In addition to solicitation by Internet or mail, solicitations may be made by directors, officers and other employees of the Company in person or by telephone, facsimile or e-mail without additional compensation. The Company may also solicit proxies through press releases and postings on its website at www.amerisbank.com. Brokerage houses, custodians, nominees and fiduciaries will be reimbursed for the expense of sending proxy materials to the beneficial owners of Common Stock held of record on behalf of such persons.

 

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Proposal 1 — Election of Directors

The Board is asking that our shareholders elect each of the 13 director nominees identified in the table below to serve as a director until the 2022 Annual Meeting and until his or her successor is duly elected and qualified. See “Board of Directors — Director Members” for more information regarding each of the director nominees.

The Company requires majority voting in uncontested director elections, which is an election in which the number of nominees for director is less than or equal to the number of directors to be elected. As a result, each director will be elected by a majority of the votes cast at the Annual Meeting, meaning that the number of shares voted “For” a director nominee must exceed the votes cast “Against” such director nominee.

If an incumbent director does not receive a greater number of such shares voted “For” such director than the number of such shares voted “Against” such director, then the Company requires that such director must tender his or her resignation to the Board, the effectiveness of which shall be conditioned upon, and subject to, acceptance by the Board. In that situation, the Corporate Governance and Nominating Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. Within 90 days from the date the election results are certified, the Board will act on the Corporate Governance and Nominating Committee’s recommendation and will publicly disclose its decision and the rationale behind it.

In a contested election, which is an election in which the number of nominees for director is greater than the number of directors to be elected, director nominees are elected by a plurality of the votes cast.

The following table provides summary information about each director nominee, all of whom currently serve on our Board:

 

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* Independent

AC = Audit Committee Member

CC = Compensation Committee Member

NC = Corporate Governance and Nominating Committee Member

EC = Executive Committee

ERC =Enterprise Risk Committee

CRC = Credit Risk Committee

TC = Trust Committee

CH = Committee Chair

FE = Audit Committee Financial Expert

Proxies cannot be voted at the Annual Meeting for a greater number of persons than the number of director nominees named above.

Unless otherwise directed, the persons named as proxies in the enclosed form of proxy intend to vote “FOR” the election of each director nominee. If any such nominee for any reason should not be available as a candidate for director, then votes will be cast pursuant to authority granted by the enclosed proxy for such other candidate or candidates as may be nominated by the Board. The Board is unaware of a nominee who is unable to serve as a director or will decline to serve as a director, if elected.

Proposal 2 — Ratification of the Appointment of Our Independent Registered Public Accounting Firm

The Company has appointed Crowe as its independent registered public accounting firm for the current fiscal year, which ends December 31, 2021. Our shareholders are being asked to ratify such appointment at the Annual Meeting. In view of the difficulty and expense involved in changing our independent registered public accounting firm on short notice, should the shareholders not ratify the selection of Crowe, it is contemplated that the appointment of Crowe for the year ending December 31, 2021 will stand unless the Board finds other appropriate reasons for making a change. Disapproval by the shareholders will be considered a recommendation that the Board select another independent registered public accounting firm for the following year.

Representatives of Crowe (our independent registered public accounting firm for the current year as well as for the most recently completed year) are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions by shareholders submitted in accordance with the procedures discussed under “Proxy Statement Summary — Shareholder Questions.”

Proposal 3 — Advisory Approval of the Compensation of Our Named Executive Officers

With this Proposal 3, our shareholders are being asked to provide advisory approval of the 2020 compensation of the Company’s named executive officers, as it is described under “Executive Compensation.” This proposal, commonly known as a “say-on-pay” proposal, gives each shareholder the opportunity to endorse or not endorse the Company’s executive compensation program. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers and the philosophy, policies and practices described in this Proxy Statement. While this vote is advisory and not binding on the Company, it will provide the Company with information regarding investor sentiment about its executive compensation philosophy, policies and practices, which

 

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the Compensation Committee will be able to consider when determining executive compensation for the remainder of fiscal 2021 and beyond.

In response to the voting results for the frequency of the “say-on-pay” vote at the Company’s 2018 Annual Meeting of Shareholders, shareholders are being given the opportunity to provide a “say-on-pay” advisory vote on an annual basis. In 2020, over 59 million shares of Common Stock were voted on the shareholder “say-on-pay” resolution, with approximately 98% of all such votes cast in favor of the executive officer compensation program described in the Company’s 2020 proxy statement.

The Company believes that its executive compensation policies and procedures are competitive, focused on pay-for-performance principles, strongly aligned with the long-term interests of our shareholders and designed to attract and retain the talent needed to drive shareholder value and help the Company meet or exceed its financial and performance targets. The Company also believes that the compensation of its named executive officers for 2020 reflected the Company’s financial results for 2020. The Company employs an executive compensation program for its senior executives that emphasizes long-term compensation, with a significant portion weighted toward equity awards. This approach strongly aligns senior executive compensation with the interest of our shareholders. Accordingly, shareholders are being asked to vote on the following resolution to be presented at the Annual Meeting:

“RESOLVED, that the holders of the Common Stock hereby approve the compensation of the named executive officers as described in this Proxy Statement under “Executive Compensation,” including the “Compensation Discussion and Analysis,” the compensation tables and related material.”

The vote by the shareholders will be a non-binding, advisory vote, meaning that the voting results will not be binding on the Company, the Compensation Committee or the Board or overrule or affect any previous action or decision by the Compensation Committee or the Board or any compensation previously paid or awarded. However, the Compensation Committee and the Board will take the voting results into account when determining executive compensation matters in the future.

Proposal 4 — Approval of Ameris Bancorp 2021 Omnibus Equity Incentive Plan

Background and Reasons for the Proposal

Upon the recommendation of the Compensation Committee, on April 15, 2021, the Board adopted the Ameris Bancorp 2021 Omnibus Equity Incentive Plan, subject to shareholder approval. The purpose of the 2021 Plan is to promote the interests of the Company and its shareholders by providing employees and non-employee directors with the opportunity to receive grants of options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance units, performance awards and other stock-based awards under the 2021 Plan. We believe that the 2021 Plan will encourage participants to contribute materially to the long-term growth and financial success of the Company, thereby benefiting our shareholders, and will align the economic interests of participants with those of our shareholders.

Under the Ameris Bancorp 2014 Omnibus Equity Compensation Plan (the “2014 Plan”), approximately 335,854 shares of Common Stock remain available for awards as of April 1, 2021. Accordingly, unless the 2021 Plan is approved, we will be severely limited in the awards we are able to grant in the future.

The 2021 Plan will become effective on June 10, 2021 (the “effective date”), provided it is approved by our shareholders at the Annual Meeting. If the 2021 Plan is approved, then no new awards may be

 

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granted under the 2014 Plan after the effective date, except for awards of restricted shares of Common Stock having an aggregate grant date value of approximately $715,000, which will be granted no later than June 30, 2021 to the Company’s non-employee directors elected at the Annual Meeting as the annual equity retainer for their service (the “2021 non-employee director awards”).

Awards outstanding under the 2014 Plan as of the effective date will remain in full force and effect under the 2014 Plan according to their respective terms, including any such terms which may provide for, or result in, the issuance of additional shares after the effective date. For example, if the target level of the applicable performance condition is exceeded, up to 26,774 additional shares of Common Stock will become issuable under the 2014 Plan in February 2022 in respect of performance-based restricted stock awards granted in 2019.

Determination of the Number of Shares Needed

Significant Historical Award Information

Common measures of a stock plan’s cost include burn rate, overhang and dilution. The burn rate refers to annual share usage, which measures how fast a company uses the supply of shares authorized for issuance under its stock plan. Over the last three years, we have maintained an average burn rate(1) of approximately 0.24% of shares of Common Stock outstanding per year. Dilution measures the degree to which our shareholders’ ownership has been diluted by stock-based compensation awarded under our various equity plans and also includes shares that may be awarded under our various equity plans in the future, which is commonly referred to as “overhang.”

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(1)

Burn rate is calculated by dividing the number of shares subject to equity awards granted during the applicable fiscal period (including additional shares granted as dividend equivalents and adjustments made to performance-based awards) by the total number of shares of Common Stock outstanding during the applicable fiscal period.

​

(2)

Overhang is calculated by dividing: (i) the sum of  (a) the number of shares subject to equity awards outstanding at the end of the year and (b) the number of shares available for future grants; by (ii) the fully diluted number of shares of Common Stock outstanding at the end of the year.

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(3)

Dilution is calculated by dividing the number of shares subject to equity awards outstanding at the end of the fiscal year by the fully diluted number of shares of Common Stock outstanding at the end of the fiscal year.

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Future Share Needs

Subject to certain anti-dilution adjustments, the maximum number of shares of Common Stock which may be issued to participants pursuant to awards granted under the 2021 Plan (the “share authorization”) may not exceed: (i) 2,500,000, plus (ii) the number of shares of Common Stock remaining available for grant under the 2014 Plan as of the effective date (less the number of shares of Common Stock subject to the 2021 non-employee director awards), plus (iii) the number of shares of Common Stock subject to outstanding awards under the 2014 Plan as of the effective date that, after such date, cease to be outstanding other than by reason of their having been exercised for, or settled in, vested and nonforfeitable shares.

We expect this amount to last for the stated 10-year duration of the 2021 Plan. This estimate is based on an average annual burn rate of 0.24%, as described above. While we believe this modeling provides a reasonable estimate of how long such a share authorization would last, there are a number of factors that could impact our future equity share usage. Among the factors that will impact our actual share usage are changes in market grant values, changes in the number of recipients, changes in our stock price, changes in the structure of our equity program and forfeitures of awards granted under the 2021 Plan. The total overhang resulting from this share request, including the shares remaining available for grant under the 2014 Plan as of the effective date, the 2021 non-employee director awards and the

 

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awards outstanding under the 2014 Plan as of the effective date, represents approximately 4.65% of the shares of our fully diluted Common Stock outstanding as of April 1, 2021.

Information on Equity Compensation Plans as of April 1, 2021

The information included in this Proxy Statement and our 2020 Annual Report is updated by the following information regarding all existing equity compensation plans as of April 1, 2021:

​

(1)

Represents shares issuable upon the exercise of stock options under the Fidelity Southern Corporation Equity Incentive Plan and the Fidelity Southern Corporation 2018 Omnibus Incentive Plan, each as amended, which options converted into options to acquire shares of Common Stock on July 1, 2019, pursuant to the Agreement and Plan of Merger, dated as of December 17, 2018 (the “Fidelity Merger Agreement”), by and between the Company and Fidelity Southern Corporation (“Fidelity”). No stock appreciation rights were outstanding as of April 1, 2021.

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(2)

Represents grants of performance stock units under the 2014 Plan, assuming performance at the target level.

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(3)

Represents an estimated number of shares of Common Stock, based on a value of  $53.24 per share, which was the reported closing price of one share of Common Stock on April 1, 2021, with respect to which the 2021 non-employee director awards may be granted no later than June 30, 2021 under the 2014 Plan.

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(4)

Includes shares granted as either time- or performance-based restricted stock under the 2014 Plan.

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Notable Provisions of the 2021 Plan

The 2021 Plan contains a number of provisions that we believe are consistent with the interests of our shareholders and sound corporate governance practices, including:

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No liberal share recycling for options and stock appreciation rights.   The 2021 Plan provides that the full number of options and stock appreciation rights granted that are to be settled in shares shall be counted against the share authorization, regardless of the number of shares actually issued upon exercise or settlement.

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•

Minimum Vesting Requirements.   Subject to the exceptions described below, the 2021 Plan requires that any stock-based awards shall vest no earlier than the first anniversary of the date of grant.

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•

No repricing of stock options or stock appreciation rights.   The 2021 Plan prohibits the repricing of stock options or stock appreciation rights without shareholder approval.

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•

Annual limit on awards to non-employee directors.   The maximum value of awards that may be granted to any one non-employee director in any calendar year, taken together with any cash fees paid to him or her during such calendar year in respect of his or hers service as a Board member, may not exceed $500,000.

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•

Compensation recoupment policy.   Awards under the 2021 Plan will be subject to any compensation recoupment policy that we may adopt from time to time.

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Summary of the 2021 Plan

The following is a summary of the material terms of the 2021 Plan. This summary is qualified in its entirety by the full text of the 2021 Plan, which is attached to this Proxy Statement as Exhibit B.

Eligibility and Administration

Employees of the Company, its subsidiaries and affiliates, and non-employee directors of the Company, are eligible to participate in the 2021 Plan. As of April 1, 2021, approximately 2,738 persons

 

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(which includes approximately 2,727 employees and 11 non-employee directors) are eligible to participate in the 2021 Plan. Subject to the terms of the 2021 Plan, the Compensation Committee (or a subcommittee thereof or other committee designated by the Board to administer the 2021 Plan) is authorized to select participants, determine the type and number of awards to be granted, determine the terms and conditions of any award, establish any objectives and conditions for earning awards (including any performance goals), amend (subject to certain limitations) the terms of any award, interpret and specify the rules and regulations relating to the 2021 Plan, and make all other determinations which may be necessary or desirable for the administration of the 2021 Plan.

Shares Available for Awards Under the 2021 Plan

Subject to certain anti-dilution adjustments, the share authorization may not exceed: (i) 2,500,000, plus (ii) the number of shares of Common Stock remaining available for grant under the 2014 Plan as of the effective date (less the number of shares of Common Stock subject to the 2021 non-employee director awards), plus (iii) the number of shares of Common Stock subject to outstanding awards under the 2014 Plan as of the effective date that, after such date, cease to be outstanding other than by reason of their having been exercised for, or settled in, vested and nonforfeitable shares.

The maximum number of shares of the share authorization that may be issued pursuant to incentive stock options may not exceed 2,500,000. The shares available for issuance under the 2021 Plan may be authorized and unissued shares or treasury shares.

Substitute Awards

Shares issued by the Company as substitute awards granted solely in assumption of outstanding awards previously granted by a company acquired by the Company or with which the Company combines (“substitute awards”) do not reduce the number of shares authorized for grant under the 2021 Plan.

Share Usage

Shares covered by a full-value award will only be counted as used under the 2021 Plan to the extent they are actually issued. A “full-value award” is an award, other than an option or stock appreciation right, which is to be settled by the issuance of Common Stock.

Any shares related to full-value awards that: (i) terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares, (ii) are settled in cash in lieu of shares or (iii) are exchanged with the Compensation Committee’s permission prior to the issuance of shares for awards not involving shares, will be available again for grant under the 2021 Plan and will not count against the share authorization. However, the full number of options and stock appreciation rights granted that are to be settled by the issuance of shares is counted against the share authorization, regardless of the number of shares actually issued upon exercise or settlement of such options or stock appreciation rights.

Further, any shares withheld to satisfy tax withholding obligations on full-value awards will be available again for grant under the 2021 Plan and will not count against the share authorization, but any shares withheld to satisfy tax withholding obligations on options or stock appreciation rights, shares tendered to pay the exercise price of options and shares repurchased on the open market with the proceeds of an option exercise will no longer be available shares under the 2021 Plan.

Adjustments in Connection with Certain Events

In the event that any extraordinary dividend or other distribution, recapitalization, stock split, reorganization, merger, consolidation, repurchase or exchange of shares of the Company, or other similar corporate transaction or event affecting the Common Stock, the Compensation Committee shall in an equitable and proportionate manner: (i) adjust (a) the number and kind of shares, other securities or property that may be issued under awards granted under the 2021 Plan, (b) the number and kind of shares, other securities or property subject to outstanding awards granted under the 2021 Plan, (c) the grant or exercise price of any award granted under the 2021 Plan, and (d) the terms and conditions of any outstanding awards granted under the 2021 Plan; (ii) provide for an equivalent award in respect of

 

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securities of the surviving entity of any merger, consolidation or other transaction; or (iii) make provision for a cash payment to the holder of an outstanding award.

Stock Options and Stock Appreciation Rights

The Compensation Committee is authorized to grant options, including both incentive stock options, which can result in potentially favorable tax treatment to the participant, and non-qualified stock options. The Compensation Committee may specify the terms of such grants subject to the terms of the 2021 Plan. The Compensation Committee is also authorized to grant stock appreciation rights, either with or without a related option, which stock appreciation rights may be settled in cash or Common Stock, as the Compensation Committee may determine. The exercise or grant price per share subject to an option or stock appreciation right may not be less than the fair market value of a share of Common Stock on the date of the grant, except in the case of substitute awards. In addition, the 2021 Plan prohibits: (i) amending the terms of a previously granted option or stock appreciation right to reduce the exercise or grant price, as applicable; (ii) canceling an out of the money option or stock appreciation right in exchange for cash; or (iii) canceling an option or stock appreciation right in exchange for another award or a substitute option or stock appreciation right with a lower exercise or grant price, as applicable. The maximum term of each option or stock appreciation right, the times at which each option or stock appreciation right will be exercisable, and the provisions requiring forfeiture of unexercised options at or following termination of service generally are fixed by the Compensation Committee, except that no option or tandem stock appreciation right relating to an option may have a term exceeding ten years. Incentive stock options or tandem stock appreciation rights related thereto that are granted to holders of more than 10% of the Company’s voting securities are subject to certain additional restrictions, including a five-year maximum term and a minimum exercise price of 110% of fair market value.

Restricted Shares and Restricted Share Units

The Compensation Committee is authorized to grant restricted shares of Common Stock and restricted share units. Restricted shares are shares of Common Stock subject to transfer restrictions as well as forfeiture upon certain terminations of service prior to the end of a restricted period or other conditions specified by the Compensation Committee in the award agreement, if any. A participant granted restricted shares of Common Stock generally has most of the rights of a shareholder of the Company with respect to the restricted shares; provided, however, that the Compensation Committee has discretion with respect to whether the holder of such shares shall have the right to vote such shares. Except as provided in the 2021 Plan, none of the restricted shares may be transferred, encumbered or disposed of during the restricted period or until after fulfillment of the restrictive conditions.

Each restricted share unit has a value equal to the fair market value of a share of Common Stock on the date of grant. The Compensation Committee determines, in its sole discretion, the restrictions applicable to the restricted share units. Except as determined otherwise by the Compensation Committee, restricted share units may not be transferred, encumbered or disposed of, and such units shall terminate, without further obligation on the part of the Company, unless the participant remains in continuous service of the Company for the restricted period and any other restrictive conditions relating to the restricted share units are met.

Performance Share and Performance Unit Awards

A performance share award consists of a right to receive shares of Common Stock upon the achievement of certain performance goals during certain performance periods as established by the Compensation Committee, and payable at such time as the Compensation Committee shall determine. Performance share awards may be paid in a lump sum or in installments following the close of a performance period or on a deferred basis, as determined by the Compensation Committee. A performance unit award consists of a right that is: (i) denominated in cash or shares; (ii) valued, as determined by the Compensation Committee, in accordance with the achievement of such performance goals during such performance periods as the Compensation Committee shall establish; and (iii) payable at such time and in such form as the Compensation Committee shall determine. Performance unit awards may be paid in a lump sum or in installments following the close of a performance period or on a deferred basis, as determined by the Compensation Committee. Absent a determination by the

 

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Compensation Committee to the contrary, a participant’s rights to any performance share award or performance unit award may not be transferred, encumbered or disposed of in any manner, except by will or the laws of descent and distribution.

Other Stock-Based Awards

The Compensation Committee is authorized to grant any other type of awards that are denominated or payable in, valued by reference to, or otherwise based on or related to shares of Common Stock. The Compensation Committee will determine the terms and conditions of these awards, consistent with the terms of the 2021 Plan.

Minimum Vesting Requirement

Stock-based awards shall vest no earlier than the first anniversary of the date on which the award is granted (the “minimum vesting requirement”). Notwithstanding the foregoing, the following awards are not be subject to the minimum vesting requirement: (i) any substitute awards; (ii) shares delivered in lieu of fully vested cash obligations; (iii) awards to non-employee directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of shareholders which is at least 11 months after the immediately preceding year’s annual meeting of shareholders; and (iv) any additional awards the Compensation Committee may grant, up to a maximum of 5% of the share authorization, subject to certain anti-dilution adjustments.

The minimum vesting requirement also does not apply to the Compensation Committee’s discretion to provide for accelerated exercisability or vesting of any award.

Dividend and Dividend Equivalents

Dividends and dividend equivalents based on the dividends declared on shares of Common Stock may be granted with respect to full-value awards. Dividends and dividend equivalents with respect to such awards will be subject to such terms, conditions, limitations and/or restrictions as determined by the Compensation Committee and, in all cases, will be paid as and when determined by the Compensation Committee.

Any dividend or dividend equivalents that are not paid currently shall be credited by the Company to an account for the participant and, as determined by the Compensation Committee, may be accrued as a cash obligation or may be converted to additional shares for the participant, and may accrue interest. The Compensation Committee may provide that dividend or dividend equivalents will be payable based on the achievement of certain performance goals.

Termination of Service

The Compensation Committee will determine the terms and conditions that apply to any award upon a “termination of service” ​(as defined in the 2021 Plan) with the Company, its subsidiaries and affiliates, and provide these terms in the applicable award agreement or in the rules or regulations as the Compensation Committee may prescribe after grant.

Change in Control

The effect of a change of control of Ameris on awards granted under the 2021 Plan will depend on whether the awards are assumed by the surviving entity or are otherwise equitably converted or substituted in the transaction. In the case of awards that are not so assumed or converted, and unless otherwise provided in the award agreement, any time-based awards will become vested and exercisable as of the date of the change of control (or, in the case of out of the money options and stock appreciation rights, canceled without payment as of such date), and the payout opportunities attainable under outstanding performance-based awards will vest based on the target or actual performance (depending on the time during the performance period in which the change of control occurs). In the case of awards that are assumed by the surviving entity or are otherwise equitably converted or substituted in the change of control transaction, and unless otherwise provided in the award agreement, the above-described vesting acceleration will not occur unless the participant’s employment is terminated within two years following the change of control either: (i) by the surviving entity without cause; or (ii) by the

 

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participant for good reason. For this purpose, a participant shall not be considered to have been terminated without cause or to have resigned for good reason unless either: (i) the award agreement includes such provision; or (ii) the participant is party to an employment, severance or similar agreement with the Company, any subsidiary or affiliate, or the surviving entity, as applicable, that includes provisions regarding termination without cause or resignation for good reason.

Limit on Awards to Non-Employee Directors

The 2021 Plan imposes a maximum value of awards of  $500,000 that may be granted to any one non-employee director in any calendar year when taken together with any cash fees paid to such non-employee director during such calendar year in respect of such non-employee director’s service as a Board member.

Amendment, Modification, Suspension and Termination

The Board may amend, alter, suspend, discontinue or terminate the 2021 Plan or any portion of the 2021 Plan at any time, except that shareholder approval must be obtained for any of these actions if the approval is necessary to comply with any tax or regulatory requirement with which the Board deems it desirable or necessary to comply. The Compensation Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate any award, either prospectively or retroactively. The Compensation Committee does not have the power, however, to: (i) amend the terms of a previously granted option or stock appreciation right to reduce the exercise or grant price, as applicable; (ii) cancel an out of the money option or stock appreciation right in exchange for cash; or (iii) cancel an option or stock appreciation right in exchange for another award or a substitute option or stock appreciation right with a lower exercise or grant price, as applicable. The Compensation Committee also may not materially and adversely affect the rights of any award holder without the award holder’s consent.

Other Terms

Awards granted under the 2021 Plan are: (i) exercisable only by the participant during the participant’s lifetime; (ii) not transferable other than by will or the laws of descent and distribution; and (iii) not subject, in whole or in part, to attachment, execution or levy of any kind. Notwithstanding the foregoing, the Compensation Committee may, in its discretion, determine that any or all awards (other than incentive stock options) may be transferable to, and exercisable by such transferees, and subject to such terms and conditions, as the Compensation Committee deems appropriate; provided, however, that no award may be transferred for value (as defined in the General Instructions to Form S-8).

Benefits to Named Executive Officers, Borrowers and Others

As of April 1, 2021, no awards had been granted under the 2021 Plan. Awards under the 2021 Plan will be granted at the discretion of the Compensation Committee. Accordingly, future awards under the 2021 Plan are not determinable.

Certain Federal Income Tax Consequences

The following is a brief description of the current federal income tax consequences generally arising with respect to awards under the 2021 Incentive Plan.

Tax consequences to the Company and to participants receiving awards will vary with the type of award. Generally, a participant will not recognize income, and the Company is not entitled to take a deduction, upon the grant of an incentive stock option, a nonqualified option, a stock appreciation right, a restricted share or unit award, a performance share award or a performance unit award. A participant will not have taxable income upon exercising an incentive stock option (except that the alternative minimum tax may apply). Upon exercising an option other than an incentive stock option, the participant must generally recognize ordinary income equal to the difference between the exercise price and fair market value of the freely transferable and non-forfeitable shares of Common Stock acquired on the date of exercise.

 

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If a participant sells shares of Common Stock acquired upon exercise of an incentive stock option before the end of two years from the date of grant and one year from the date of exercise, then the participant must generally recognize ordinary income equal to the difference between: (i) the fair market value of the shares of Common Stock at the date of exercise of the incentive stock option (or, if less, the amount realized upon the disposition of the incentive stock option shares of Common Stock); and (ii) the exercise price. Otherwise, a participant’s disposition of shares of Common Stock acquired upon the exercise of an option (including an incentive stock option for which the incentive stock option holding period is met) generally will result in short-term or long-term capital gain or loss measured by the difference between the sale price and the participant’s tax basis in such shares of Common Stock (the tax basis generally being the exercise price plus any amount previously recognized as ordinary income in connection with the exercise of the option).

The Company generally will be entitled to a tax deduction equal to the amount recognized as ordinary income by the participant in connection with an option. The Company generally is not entitled to a tax deduction relating to amounts that represent a capital gain to a participant. Accordingly, the Company will not be entitled to any tax deduction with respect to an incentive stock option if the participant holds the shares of Common Stock for the incentive stock option holding periods prior to disposition of the shares.

Similarly, the exercise of a stock appreciation right will result in ordinary income on the value of the stock appreciation right to the individual at the time of exercise. The Company will be allowed a deduction for the amount of ordinary income recognized by a participant with respect to a stock appreciation right. Upon a grant of restricted stock or performance shares, the participant will recognize ordinary income on the fair market value of the Common Stock at the time such shares of become vested as a result of the restrictions lapsing with respect to restricted shares or the achievement of the performance goals with respect to performance shares unless a participant makes an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to be taxed at the time of grant. The participant also is subject to capital gains treatment on the subsequent sale of any Common Stock acquired through the exercise of a stock appreciation right or restricted share award. For this purpose, the participant’s basis in the Common Stock is its fair market value at the time the stock appreciation right is exercised or the restricted share becomes vested (or is granted, if an election under Section 83(b) is made).

Payments made under performance awards settled in cash are taxable as ordinary income at the time an individual attains the performance goals and the payments are made available to the participant.

With the passage of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), Section 162(m) of the Code was amended to eliminate the exclusion to the $1,000,000 deductibility cap for “performance-based” compensation paid to certain of a company’s officers. Previously, “performance-based” awards granted under the 2014 Plan were designed with the goal of being exempt from the limitations on deductible compensation. Because of the elimination of the “performance-based” compensation exemption as a result of the Tax Act, no awards under the 2021 Plan, whether performance-based or otherwise, will be eligible to be excluded from the $1,000,000 cap on deductible compensation for those of our officers that are covered by Section 162(m).

The foregoing discussion is general in nature and is not intended to be a complete description of the federal income tax consequences of the 2021 Plan. This discussion does not address the effects of other federal taxes or taxes imposed under state, local or foreign tax laws. Participants in the 2021 Plan are urged to consult a tax advisor as to the tax consequences of participation.

Equity Compensation Plan Information

The following table sets forth certain information with respect to securities to be issued under our equity compensation plans as of December 31, 2020.

 

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​

(1)

Represents shares issuable upon the exercise of stock options outstanding under the Fidelity Southern Corporation Equity Incentive Plan and the Fidelity Southern Corporation 2018 Omnibus Incentive Plan, each as amended, which options converted into options to acquire shares of Common Stock on July 1, 2019, pursuant to the Fidelity Merger Agreement, and performance stock units granted under the 2014 Plan at target. Performance stock units are not taken into account in column (b).

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(2)

Consists of our 2014 Plan, which provides for the granting to directors, officers and certain other employees of qualified or nonqualified stock options, stock units, stock awards, stock appreciation rights, dividend equivalents and other stock-based awards.

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Director Independence

Each member of the Board, other than Messrs. Miller and Proctor, is “independent,” as defined for purposes of the rules of the SEC and the listing standards of Nasdaq. For a director to be considered independent, the Board must determine that the director does not have a relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making this determination, the Board will consider all relevant facts and circumstances, including any transactions or relationships between the director and the Company or its subsidiaries.

Board Leadership Structure and Role in Risk Oversight

The Company is committed to having sound corporate governance principles and practices, and independent board oversight is valued as an essential component of our corporate governance framework. Our commitment to independent oversight is demonstrated by the fact that all of our directors, except our Chairman and our Chief Executive Officer, are independent. In addition, all of the members of the Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee, and Enterprise Risk Committee are independent.

Messrs. Miller and Proctor became our Chairman and our Chief Executive Officer, respectively, on July 1, 2019, upon the Company’s acquisition of Fidelity. In connection with Mr. Miller’s appointment as Chairman, the Board also appointed a Lead Independent Director in furtherance of the Board’s belief that strong, independent board leadership is a critical aspect of effective corporate governance. Mr. Jeter served as Lead Independent Director from July 2019 to September 2019, and Mr. Hill has served as Lead Independent Director since September 2019. The Lead Independent Director, who must be independent, presides over executive sessions of the independent directors, consults as appropriate with the Chairman or the Chief Executive Officer, oversees the flow of information to the Board and acts as liaison between the non-employee directors and management. The Lead Independent Director also serves as a focal point for the independent directors, thereby enhancing and clarifying the Board’s independence from management.

The Board believes that having a separate Chairman and Chief Executive Officer provides a depth of dependable, decisive and experienced leadership to execute the Company’s strategy. While the Board believes that having these separate, although non-independent roles, together with an engaged and experienced Lead Independent Director, is the most appropriate leadership structure for the Board at this time, the Board retains the flexibility to revise this structure in the future based upon its assessment of the Company’s needs, including consideration of relevant governance and strategic matters.

The Enterprise Risk Committee is primarily responsible for overseeing the Company’s risk management processes on behalf of the full Board, although the Board and all of its committees are sensitive to risks relating to the Company and its operations. Through its interaction with the Company’s Chief Risk Officer, the Enterprise Risk Committee oversees credit risk, market risk (including liquidity and interest rate risk) and operational risk (including compliance and legal risk). The Audit Committee focuses on financial reporting risk, oversees the entire audit function and evaluates the effectiveness of internal and external audit efforts. It receives reports from management regularly regarding the Company’s assessment of the adequacy and effectiveness of internal control systems. Our external auditors meet at least quarterly with the Audit Committee in executive session to discuss potential risk and control issues involving the Company. Our Chief Risk Officer meets with both the Enterprise Risk Committee and the Audit Committee as necessary to discuss potential risk or control issues. The Enterprise Risk Committee and the Audit Committee report regularly to the full Board, which also considers the Company’s entire risk profile, including additional strategic and reputational risks. While the Board oversees the Company’s risk management, management is responsible for the day-to-day risk management processes. We believe that this division of responsibility is the most effective approach for addressing the risks facing the Company; however, we will continue to re-examine our Board leadership structure on a regular basis, recognizing that different structures may be appropriate in different situations faced by the Company.

 

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Director Nomination Process and Diversity

With respect to the nomination process, the Corporate Governance and Nominating Committee reviews the composition and size of the Board to ensure that it has the proper expertise and independence; determines the criteria for the selection of Board members and Board committee members; plans for continuity on the Board as existing Board members retire or rotate off the Board; establishes criteria for qualifications as independent directors, consistent with applicable laws and listing standards; maintains a file of suitable candidates for consideration as nominees to the Board; reviews Board candidates recommended by shareholders in compliance with all director nomination procedures for shareholders; and recommends to the Board the slate of nominees of directors to be elected by the shareholders and any directors to be elected by the Board to fill vacancies.

The Corporate Governance and Nominating Committee has not established specific minimum age, education, years of business experience or specific types of skills for potential candidates but, in general, expects qualified candidates will have ample experience and a proven record of business success and leadership. Director candidates will be evaluated based on their financial literacy, business acumen and experience, independence for purposes of compliance with SEC and Nasdaq rules and willingness, ability and availability for service. In addition, the Corporate Governance and Nominating Committee requires that each Board candidate have the highest personal and professional ethics, integrity and values, including respectfulness, honesty and a commitment to teamwork and high standards consistent with the core values of the Company, and consistently exercise sound and objective business judgment. It is also anticipated that the Board as a whole has individuals with significant appropriate senior management or other leadership experience, a long-term and strategic perspective and the ability to advance constructive debate.

The Corporate Governance and Nominating Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend a director nominee, the members of the Corporate Governance and Nominating Committee consider and discuss diversity, among other factors, with a view toward the role and needs of the Board as a whole. When identifying and recommending director nominees, the members of the Corporate Governance and Nominating Committee generally view diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint and perspective, professional experience, education, skill and other qualities or attributes that together contribute to the functioning of the Board. The Corporate Governance and Nominating Committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the goal of creating a Board that best serves the needs of the Company and the interests of its shareholders. At present, 23% percent of our current directors self-identify as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, two or more races or ethnicities, or as LGBTQ+. Additionally, 15% of our directors self-identify as female.

The Corporate Governance and Nominating Committee has performed a review of the experience, qualifications, attributes and skills of the Company’s current directors and nominees and believes that such persons possess a variety of complementary skills and characteristics, including the following:

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Personal characteristics, including leadership, character, integrity, accountability, sound business judgment and personal reputation;

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Successful business or professional experience;

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•

Various areas of expertise or experience, including financial, strategic and general management;

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•

Expertise or experience in various industries, including banking and financial services, hospitality, construction, consumer finance, automotive, real estate, timber, agricultural and mediation services, as well as with various non-profit organizations;

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Residence in the Bank’s market areas;

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•

Willingness and ability to commit the necessary time to fully discharge the responsibilities of a director in connection with the affairs of the Company; and

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•

A demonstrated commitment to the success of the Company.

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For a discussion of the specific backgrounds and qualifications of our current directors and director nominees, see “Board of Directors — Board Members.”

Although the Corporate Governance and Nominating Committee has authority to retain a search firm or consultant to assist in identifying director candidates, to date no such search firm or consultant has been engaged. Additionally, the Corporate Governance and Nominating Committee would consider any director candidate proposed by any shareholder of record who has given timely written notice to the Corporate Secretary as required by Article III, Section 2(b) of the Company’s Bylaws. The proposing shareholder’s notice to the Corporate Secretary must set forth the information required by such section, including the director candidate’s name, credentials, contact information and his or her consent to be considered as a director candidate, as well as the proposing shareholder’s own contact information and a statement of his or her share ownership (how many shares held and for how long). To be timely, a proposing shareholder’s notice must be received at the Company’s principal executive office no later than the date determined in accordance with the Company’s Bylaws. There are no differences in the manner in which the Corporate Governance and Nominating Committee evaluates director candidates it identifies and candidates who are recommended for nomination for membership on the Board by a shareholder.

Communicating with the Board and its Committees

Our shareholders may communicate with the Board by directing correspondence to the Board, any of its committees or one or more individual members, in care of the Corporate Secretary, Ameris Bancorp, 3490 Piedmont Road N.E., Suite 1550, Atlanta, Georgia 30305. The Corporate Secretary will forward such correspondence to the persons to whom it is addressed.

Director Reviews and Education

The Board conducts a self-assessment annually, and individual directors are separately evaluated each year in connection with director performance reviews. The Corporate Governance and Nominating Committee reviews and discusses with the Board the results of these annual assessments.

Director education is an essential component of good governance and effective compliance practices for financial institutions. It increases the likelihood of retaining good directors and attracting more highly skilled candidates to serve on the boards of banks. The Board’s regular meetings often include an educational and strategic session focused on a variety of topics, such as legislative and regulatory developments, important banking industry trends and fundamental bank directorship knowledge. In addition, our Chief Legal Officer updates the Board as appropriate on relevant developments with respect to corporate governance matters.

Reflecting our commitment to principles of director education, in: (i) May 2020, Mr. Bowen completed Crowe’s “Contending With Today’s Portfolio Vulnerabilities to Manage Risk” webinar; (ii) October 2020, Mr. Lynch completed Crowe’s “Industry Overview for Financial Institution Audit Committee Members” webinar; and (iii) August 2020, Mr. Jeter, Ms. McCague and Ms. O’Neal completed a webinar course on “Enterprise Risk Management.”

Additionally, all directors completed required compliance training during 2020. Topics included BSA/​AML and Compliance, Information Security Awareness, Liquidity, and the Company’s Code of Business Conduct and Ethics Policy.

 

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Oversight

The Board has delegated to the Corporate Governance and Nominating Committee responsibility for oversight of the Company’s social, environmental and sustainability initiatives. Additionally, the Company has formed an ESG Management Committee at the Bank level to evaluate and consider risk and opportunities related to such initiatives. The ESG Management Committee regularly provides to the Corporate Governance and Nominating Committee updates on the Company’s efforts with respect to environmental, social and governance matters, as well as more specifically on employee engagement, support and growth opportunities, and efforts to improve diversity and inclusion.

Strategy

We believe in the potential of our communities, neighbors and employees. We are committed to creating positive change. The Company proudly supports community engagement and sustainability initiatives across the Southeast and makes investing and growing a talented, diverse and inclusive team a key priority.

Investing in a Sustainable Future

In 2020, the ingenuity of the Bank’s mortgage and technology teams created automated and scalable, electronic and robotic solutions to maximize efficiencies and human capital engagement. The Bank continues to convert thousands of customers to e-statements, online banking, mobile banking and other digital offerings. At the new Ameris headquarters, which opened in July 2020, LED lighting is used, and with the support of a third-party energy consultant, the Company has further plans to reduce energy consumption and greenhouse gases across all facilities.

Building a Better Community

The Company and its employees passionately give time, talents and resources to support our communities, with efforts focused on improving educational equality, housing affordability and the overall health and wellbeing of those within the community. In 2020, the Bank gave over $1.5 million to philanthropic and civic organizations. The Bank made homeownership a reality for 30,033 buyers. We are proud of our efforts to make homeownership a reality for 8,002 first-time homebuyers; 6,385 buyers through Veterans Affairs, Fair Housing Administration or U.S. Department of Agriculture programs; and 1,390 buyers through down payment assistance programs. The Company funded a total of  $1.5 billion home loans to borrowers of low-to-moderate income.

Advancing Our Teammates

Our employees are energetic, dynamic team players and problem-solvers who are committed to going the extra mile. Ameris supports our culture of learning and dedication to our teammates by offering leadership development, numerous health and wellness programs, mentorship, tuition reimbursement and career pathways. We are committed to empowering our people, diversifying our teams and building inclusion throughout our organization.

Human Capital Management

At Ameris, we consider our teammates to be our greatest strength. From our humble beginnings in 1971 to a multi-billion dollar publicly traded company, our team of employees continues to be the driving force of our success. At December 31, 2020, the Company employed 2,671 full-time-equivalent employees, primarily located in our core markets of Georgia, Alabama, Florida, North Carolina and South Carolina.

Employee Engagement

We take pride in listening to our employees, welcoming unique perspectives, supporting personal and professional growth and developing natural strengths. For example, each year the Company

 

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administers an employee engagement survey to gather meaningful insights and data, which is used as we continue to make improvements at the Company and build upon our strong culture. The input obtained from these surveys helps the Board and executive officers to execute on initiatives such as the Ameris Bank Foundation, leadership training and diversity and inclusion initiatives. Our 2020 employee engagement survey revealed that, among other things, 92% of respondents feel that they can make a difference in the success of the Company and 96% of respondents have a clear understanding of what is expected of them in their position.

Effective and frequent communication is critical to supporting our growing culture and teammate needs and is carried out through regular e-newsletters, executive announcements and bulletins, which provide access to information regarding Company news, alerts and updates, as well as educational opportunities and programs.

Support and Benefits

Providing employees with meaningful, competitive and supportive benefits to care for their lives and families is a top priority for the Company. We are proud to offer a comprehensive benefits package that includes medical, dental, vision and life insurance, paid time-off, 401(k) profit-sharing plan participation and an employee stock purchase plan. The Company’s 401(k) plan matches 50% of each employee’s elective deferral amount, up to the first 6% of the contribution.

The Company’s benefits programs also include access to a network of nearby providers with options for either in-person care or virtual visits at any time. Our behavioral health benefit offers support for such issues as alcohol and drug use recovery, medication management, coping with grief and loss, and depression, anxiety and stress management.

Personal and Professional Growth

At Ameris, our leaders develop action plans and provide mentorship to help employees reach their aspirations. Our teammates are encouraged to share their goals and dreams, and we take pride in offering professional growth opportunities through our robust learning and development initiatives.

Mentorship at all levels is encouraged throughout our organization, as it supports our culture of learning and commitment to our teammates, new ideas and leadership development. Mentor Ameris is the Bank’s formal mentorship program, whereby annually, high potential colleagues are identified as mentees and paired with a selected mentor at the Bank. The program is a nine-month commitment that is designed to encourage a lifelong mentee-mentor relationship.

Launched at the end of 2020, our Leadership Development Program is a self-paced, three-tiered program available to all employees, with coursework specific to leading self, leading others and leading leaders. We believe that effective and meaningful leadership development will further elevate the Company and support us in continuing to attract and retain top talent.

The development of our employees’ skills and knowledge is critical to the success of the Company. We offer skills training in various formats, including our online Ameris Bank University which offers 1,185 active online courses covering a wide variety of topics, such as general banking, customer service, human resources, marketing and more. We encourage the use of these resources. We offer training programs covering a wide variety of topics so that teammates can maintain and improve their skills or knowledge related to their current job or to obtain the requisite skills to advance in the careers.

Diversity and Inclusion

Diversity, equity and inclusion represent an integral part of our strategic vision at Ameris. The Company is committed to fostering an equitable work environment that seeks to ensure fair treatment, equality of opportunity, and fairness in access to information and resources for all employees. We believe this is only possible in an environment built on respect and equal dignity, and we believe inclusion builds a culture of belonging by actively inviting the contribution and participation of all people.

Diversity Task Force

As part of that commitment, the Bank appointed its first Diversity and Inclusion Officer in 2020 and established a Diversity Task Force comprised of a diverse group of 13 teammates from across the

 

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Company. This group is dedicated to cultivating an environment that supports our strategy to engage, recruit, develop, retain and advance a diverse team of talent, inclusively and equitably. Leaders from this group have established employee resource groups (“ERGs”), which are meant to bring teammates together from across the Company and offer strong networking opportunities and a forum to listen and to discuss and sponsor programs, activities and empowering resources that foster diversity and inclusion education and awareness.

Employee Resource Groups

Voluntary, employee-led ERGs were developed in 2020 and launched in early 2021. These groups bring teammates together from across our organization offering strong networking opportunities and to help foster and promote diversity and inclusion within the organization. ERGs include women in banking, LGBTQIA+, veterans, BIPOC (Black, Indigenous and People of Color), multigenerational, caregivers and mindfulness-mental health.

2021 Initiatives

The Company looks forward to continuing our commitment to supporting local community initiatives with a mission to create a more inclusive world that embraces differences. We are launching facilitated conversations, and our ERGs will grow, evolve and flourish. A pathways program for career development is being formalized, and we continue to proudly support our teammates as they passionately volunteer to advance marginalized populations and the growth of acceptance and inclusion of all.

As of December 31, 2020, females represent 69% of the Company’s employee population, and minorities represent 30%. In addition, females represent 45% of the Company’s senior management staff, consisting of Vice Presidents and above, and minorities represent 15%.

COVID-19 Response

2020 was a year unlike any other, as the Company, our employees, customers and communities reacted to the pressures, restrictions and mandates caused by the COVID-19 pandemic. Ameris leadership successfully pivoted and remained agile, providing the resources and financial support needed during this unprecedented time.

Preparedness Protocols

Ameris leadership continuously monitored the effects of the COVID-19 pandemic, and as necessary, to help ensure safety and wellbeing, closed branch lobbies, shifting customers to conduct banking at drive-thrus, by appointment or through online and mobile banking platforms. Bankers quickly adapted to providing an exceptional customer experience remotely or digitally. Protocols were instituted, including mandatory mask requirements in all Bank facilities, social distancing, sanitizing procedures, travel bans and in-person meeting restrictions. The Bank deployed monthly customer e-newsletters that included supportive, pandemic-related articles specific to cybersecurity awareness, financial support and personal care.

Paycheck Protection Program

Small businesses are the heartbeat of our local economies and providing hardship relief loans to businesses facing these difficult times was a priority. With the support of over 300 employees across the organization, the Bank successfully administered PPP loans to 8,812 businesses totaling over $1.1 billion.

Employee Care

For the safety of our employees, their families and our customers, in March of 2020, 75% of Ameris’s workforce seamlessly transitioned to work-from-home. Within days, the Bank’s information technology team deployed an additional 300 laptops for remote work and video conference usage increased by 150%. Communication remained a top priority, with weekly written or recorded communications sent to all employees providing support, procedures and empathy. The Bank also issued over $1.5 million in “thank you” pay to employees who continued to work on our front lines, supporting customers throughout the pandemic.

 

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Board Members

The Company’s Bylaws provide that the Board will consist of not fewer than seven directors nor more than 15 directors. We currently have 13 directors, each of whom has been recommended by the Corporate Governance and Nominating Committee, and nominated by the Board, for election as a director at the Annual Meeting.

The following information about each director (and director nominee) includes such individual’s business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications attributes or skills that caused the Corporate Governance and Nominating Committee and our Board to determine that such individual should be nominated to serve as a director.

 

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30

 

 

31

 

 

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Board Committees

Audit Committee

The Audit Committee is currently comprised of four directors, none of whom is a current or former employee of the Company and all of whom are independent directors of the Company. The current members of the Audit Committee are Messrs. Choate, Ezzell and Lynch (Chairman) and Ms. O’Neal. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee, which operates under a written charter, represents the Board in discharging its responsibility relating to the accounting, reporting and financial practices of the Company and its subsidiaries. Its primary functions include monitoring the integrity of the Company’s financial statements, system of internal controls and compliance with regulatory and legal requirements; monitoring the independence, qualifications and performance of the Company’s independent registered public accounting firm and internal auditing services; and providing a vehicle for communication among the independent registered public accounting firm, management, internal audit and the Board. The complete text of the Audit Committee charter is available at www.amerisbank.com.

Compensation Committee

The Compensation Committee is currently comprised of four directors — Messrs. Bullard, Hill (Chairman), Jeter and Stern — none of whom is a current or former employee of the Company or any of its subsidiaries and all of whom are independent directors of the Company. The duties of the Compensation Committee, which operates under a written charter, are generally to establish the compensation for the Company’s executive officers and to act on such other matters relating to compensation as it deems appropriate, including an annual evaluation of the Company’s Chief Executive Officer and the design and oversight of all compensation and benefit programs in which the Company’s employees and officers are eligible to participate. Additional information regarding the Compensation Committee’s processes and procedures for consideration of executive officer compensation is provided under “Executive Compensation — Compensation Discussion and Analysis.” The complete text of the Compensation Committee charter is available at www.amerisbank.com.

 

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Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is currently comprised of four directors, none of whom is a current or former employee of the Company and all of whom are independent directors of the Company. The members of the Corporate Governance and Nominating Committee are Messrs. Hill, Stern (Chairman) and Veal and Ms. McCague. Pursuant to its written charter, the Corporate Governance and Nominating Committee is responsible for considering, and making recommendations to the Board regarding, the size and composition of the Board, recommending and nominating candidates to fill Board vacancies that may occur and recommending to the Board the director nominees for whom the Board will solicit proxies. Additional information regarding the Corporate Governance and Nominating Committee’s processes and procedures is provided under “Governance — Director Nomination Process.” The complete text of the Corporate Governance and Nominating Committee charter is available at www.amerisbank.com.

Executive Committee

The Executive Committee is currently comprised of five directors, two of whom are current or former employees of the Company. The current members of the Executive Committee are Messrs. Hill, Miller, Proctor (Chairman) and Stern and Ms. McCague. The Executive Committee is authorized to exercise all of the powers of the Board, except those that under the Georgia Business Corporation Code may not be exercised by a committee of directors.

Enterprise Risk Committee

The Enterprise Risk Committee is currently comprised of three directors, none of whom is a current or former employee of the Company and all of whom are independent directors of the Company. The members of the Enterprise Rick Committee are Mr. Jeter, Ms. McCague (Chairman) and Ms. O’Neal. Pursuant to its written charter, the Enterprise Risk Committee is responsible for the oversight and governance of risk management functions, programs and activities throughout the Company.

Credit Risk Committee

The Credit Risk Committee is currently comprised of four directors, none of whom is a current or former employee of the Company and all of whom are independent directors of the Company. The directors who are members of the Credit Risk Committee are Messrs. Bowen, Choate, Lynch and Veal. Pursuant to its written charter, the Credit Risk Committee oversees the Company’s asset quality and credit administration practices by reviewing risk strategies for the loan portfolio, loan applications, overall credit quality standards and performance, new loan products and lending strategies and compliance and adequacy of the Allowance for Loan and Lease Losses (“ALLL”).

Trust Committee

The Trust Committee is currently comprised of three directors, none of whom is a current or former employee of the Company and all of whom are independent directors of the Company. The members of the Trust Committee are Messrs. Bowen, Bullard and Ezzell (Chairman). Pursuant to its written charter, the Trust Committee is responsible for overseeing the Trust Department’s accounting and financial reporting processes, its system of and adherence to internal controls, and its compliance with the Company’s fiduciary responsibilities.

 

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Board and Committee Meetings

The following table provides the number of meetings held by the Board and its committees during 2020.

Each director attended at least 75% of all meetings of the full Board and of those committees on which he or she served and was eligible to attend in 2020. Additionally, the independent directors met in executive sessions, without any members of management or other employees, seven times in 2020. These executive sessions allow the Board to review key decisions and discuss matters in a manner that is independent of management.

All members of the Board then serving participated in the Company’s 2020 annual meeting of shareholders.

Director Compensation

The objectives of our non-employee director compensation program are to attract highly qualified individuals to serve on the Board and to appropriately align the interests of the Company’s directors with those of our shareholders. The Compensation Committee reviews the director compensation program periodically to ensure that it continues to meet these objectives. In order to determine whether the director compensation program is competitive, the Compensation Committee considers peer group and general market information on program design provided by its independent compensation consultant, as well as the significant amount of time that directors expend in fulfilling their duties to the Company and the skill level required by members of the Board.

For 2020, director compensation is comprised of the following components:

•

Annual Cash Retainer — each non-employee director receives an annual cash retainer at a rate of $60,000 per year.

​

•

Annual Equity Retainer — each non-employee director receives an annual award of time-based restricted stock that vests after one year with a value of approximately $60,000, which increased to $65,000 per year for 2021.

​

•

Lead Independent Director — receives an additional annual cash retainer of  $25,000.

​

•

Board Chair — a non-employee Board chair receives an additional annual cash retainer of $25,000.

​

•

Committee Chair Retainer — the non-employee chair of each committee receives an additional annual cash retainer at the rate set forth below:

​

•

Audit — $20,000 per year.

​

•

Compensation — $15,000 per year.

​

•

Corporate Governance and Nominating — $10,000 per year, which increased to $15,000 per year for 2021.

​

 

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•

Enterprise Risk — $10,000 per year, which increased to $15,000 per year for 2021.

​

•

Executive — $10,000 per year.

​

•

Trust — $10,000 per year.

​

•

Community Boards — each non-employee director with membership on a Community Board receives an additional monthly fee of  $400, or $600 if serving as chair.

​

Cash retainers payable to non-employee directors are prorated in any year in which the Board or committee chair appointment is not effective for the entirety of such year.

Director Compensation Table

The following Director Compensation Table sets forth the total compensation earned by directors for the fiscal year ended December 31, 2020. Mr. Proctor, who is also a named executive officer, is not included in the table below. Compensation paid to named executive officers for their service in a director capacity, if any, is presented in the supplementary table to the Summary Compensation Table included in “Executive Compensation — Compensation Tables.”

(1)

The stock award figure represents the fair value of the stock awards as calculated in accordance with GAAP. The shares were issued June 12, 2020 and the fair value was $24.04 per share. The shares vest on the earlier of June 12, 2021 and the date of the Annual Meeting, provided that the grantee continues to serve as a director of the Company through the vesting date.

​

(2)

Represents amounts paid to Mr. Miller pursuant to his employment agreement with the Company, which is described below.

​

Employment Agreement with Mr. Miller

In connection with the execution of the Fidelity Merger Agreement, the Company and the Bank entered into an employment agreement with Mr. Miller, which became effective upon the Company’s acquisition of Fidelity on July 1, 2019 (the “Miller Employment Agreement”). The Miller Employment Agreement provides that Mr. Miller will serve as Chairman and a member of the boards of directors of the Company and the Bank. The term of the employment agreement is three years. In consideration for his services, Mr. Miller will be entitled to: (i) an annual base salary of  $1,000,000; (ii) incentive compensation opportunities that are no less favorable than those provided by Fidelity prior to its acquisition or, if more favorable, those provided to other senior executives of the Company, provided that the target annual

 

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incentive opportunities will not be less than 50% of Mr. Miller’s annual base salary; and (iii) employee benefits and fringe benefits (including life insurance, vacation, reimbursement of club dues and automobile benefits) that are no less favorable than those provided by Fidelity prior to its acquisition or, if more favorable, those provided to other senior executives of the Company.

The Miller Employment Agreement provides that, in the event of termination of Mr. Miller’s employment by the Company without cause or by Mr. Miller for good reason, the Company will pay to Mr. Miller, subject to the execution of a release of claims, certain accrued but unpaid amounts and the following severance benefits:

•

A cash severance payment equal to the excess of: (i) the product of  (a) three multiplied by (b) the executive’s “Final Compensation” ​(which is defined generally as the sum of the executive’s annual base salary and the greater of the executive’s target annual cash bonus opportunity and the annual cash bonus paid for the year preceding the year of termination) over (ii) the amount described in the immediately following bullet, payable in installments over 36 months.

​

•

A cash payment equal to 60% of the annual base salary that would have been payable to the executive during the 18-month restrictive covenant period (as described below), payable in installments over 18 months. (This amount is payable to Mr. Miller in the event of any termination other than death or disability.)

​

•

Continued participation in employee welfare benefit programs for 18 months after the date of termination on the same basis as other executives.

​

•

A prorated annual cash bonus for the year in which termination occurs, determined assuming performance goals are satisfied at the target level.

​

•

Full vesting of any equity or other long-term incentive awards, with any applicable performance goals deemed satisfied at the greater of target and actual performance and with any stock options exercisable for the full remaining term thereof.

​

The Miller Employment Agreement also provides that the Company will maintain, during Mr. Miller’s lifetime, life insurance policies in the aggregate face amount of  $8.0 million. If the compensation and benefits payable under the Miller Employment Agreement would be subject to Section 280G of the Code, such amounts would be reduced to the extent such reduction would place Mr. Miller in a better after-tax position. The Miller Employment Agreement contains certain restrictive covenants, including a perpetual nondisclosure covenant and covenants concerning noncompetition and nonsolicitation of clients, customers and employees, each of which apply for 18 months following Mr. Miller’s termination of employment.

Under the Miller Employment Agreement:

•

“cause” means: (i) any act or omission requiring the Company to terminate the executive in order to comply with certain provisions of the Federal Deposit Insurance Act; (ii) the commission of a felony or any other crime involving moral turpitude or the pleading of nolo contendere to any such act; (iii) the commission of any act or acts of dishonesty when such acts are intended to result or result, directly or indirectly, in gain or personal enrichment of the executive or any related person or affiliated company and are intended to cause harm or damage to the Company or its subsidiaries; (iv) the illegal use of controlled substances; (v) the misappropriation or embezzlement of assets of the Company or its subsidiaries; (vi) the breach by the executive of certain restrictive covenants and confidentiality obligations set forth in the Miller Employment Agreement; or (vii) the breach by the executive of any other material term or provision of the Miller Employment Agreement; and

​

•

“good reason” means: (i) there is a material change in the executive’s position or responsibilities (including reporting responsibilities) which, in the executive’s reasonable judgment, represents an adverse change from the executive’s status, title, position or responsibilities; (ii) the assignment to the executive of any duties or responsibilities which are materially inconsistent with the position or responsibilities of the executive; (iii) any removal of the executive from or failure to reappoint or reelect the executive to any of the positions the executive held; (iv) there is a material reduction in

​

 

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the executive’s rate of base salary or a change in the manner the incentive compensation of the executive is calculated and such change will result in a reduction of the incentive compensation of the executive; (v) requiring the executive to relocate his principal business office to any place outside a 15-mile radius from the executive’s current place of employment in Atlanta, Georgia; (vi) the failure of the Company to continue in effect certain welfare plans, life insurance policies and other compensation plans or materially and adversely affecting certain fringe benefits; or (vii) the material breach of any provision of the Miller Employment Agreement which is not timely corrected by the Company within a specified cure period.

 

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The following table sets forth certain information regarding each executive officer of the Company. Our executive officers serve at the discretion of the Board, and Mr. Proctor serves subject to his employment agreement with the Company.

 

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Compensation Discussion and Analysis

The following Compensation Discussion and Analysis contains statements regarding future individual and Company performance targets or goals. We have disclosed these targets or goals in the limited context of the Company’s compensation programs; therefore, you should not take these statements to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply such statements in other contexts.

This Compensation Discussion and Analysis is intended to assist our shareholders in understanding the Company’s compensation programs. It presents and explains the philosophy underlying our compensation strategy and the fundamental elements of compensation paid to our named executive officers (collectively, “named executive officers” or “NEOs”) whose 2020 compensation information is provided in the tables following this discussion. Our 2020 NEOs are the following:

Specifically, this Compensation Discussion and Analysis addresses the following:

•

Certain relevant 2020 business performance highlights;

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•

Shareholder outreach;

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•

Our compensation philosophy and the objectives of our compensation programs;

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•

What our compensation programs are designed to reward;

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•

Our process for determining executive officer compensation, including:

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the role and responsibility of the Compensation Committee;

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the role of the Chief Executive Officer and other named executive officers;

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the role of compensation consultants; and

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benchmarking and other market analyses;

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•

Elements of compensation provided to our executive officers, including:

​

−

the purpose of each element of compensation;

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−

why we elect to pay each element of compensation;

​

−

how we determine the levels or payout opportunities for each element;

​

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decisions on final payments for each element and how these align with performance; and

​

−

plan design changes for 2021; and

​

•

Other compensation and benefit policies affecting our executive officers.

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2020 Business Performance Highlights

In 2020, the Company successfully responded to the significant business challenges caused by the COVID-19 pandemic. Ameris leadership successfully pivoted and remained agile, providing the resources and financial support needed during this unprecedented time. We (i) implemented COVID-19 preparedness protocols for the safety and wellbeing of our employees, customers and communities; (ii) successfully deployed the U.S. Small Business Administration’s PPP; and (iii) exceeded our short-term financial targets. As a result, we have positioned the Company for a strong 2021. Following are certain 2020 business performance highlights for the Company:

•

Growth in net income of  $100.5 million, from $161.4 million in 2019 to $262.0 million in 2020;

​

•

Adjusted return on average assets of 1.56%, compared with 1.52% in 2019;

​

•

Improvement in adjusted efficiency ratio to 52.17% in 2020, compared with 55.67% in 2019;

​

•

Growth in tangible book value of 13.8%, from $20.81 at the end of 2019 to $23.69 at the end of 2020;

​

•

Organic growth in loans of  $1.66 billion, or 13.0% (and $834.8 million, or 6.5%, exclusive of PPP loans); and

​

•

Improvement in deposit mix such that noninterest bearing deposits represent 36.27% of total deposits, up from 29.94% at December 31, 2019.

​

Adjusted return on average assets, adjusted efficiency ratio and tangible book value are performance measures determined by methods other than in accordance with GAAP. See “Reconciliation of GAAP and Non-GAAP Financial Measures” in Exhibit A to this Proxy Statement for a reconciliation to 2020 GAAP results.

No adjustment was made to any financial results or metrics to account for the impact of COVID-19 to increase executive incentive compensation payouts.

Shareholder Outreach

The feedback we receive through our shareholder relations and shareholder outreach programs and our advisory votes on executive compensation (“say-on-pay”) enhances our understanding of our shareholders’ views. The Board and senior management remain committed to open and transparent communication and engagement with our shareholders and take all feedback into consideration when evaluating our compensation program design.

At the Company’s 2020 annual meeting of shareholders, approximately 98% of the voting shareholders approved the Company’s 2019 executive compensation program for the NEOs. The Compensation Committee believes our current program adequately and effectively addresses shareholder concerns, promotes the Company’s business strategy and aligns pay with performance and shareholder value.

Compensation Philosophy and the Objectives of Our Compensation Programs

Our executive compensation program reflects the Company’s commitment to pay for performance and the alignment of the interests of the Company’s executives with those of our shareholders. Our executive compensation program is designed to encourage our executives to take actions that support the Company’s short-term financial goals as well as ensure the Company’s ability to sustain strong shareholder value creation over the long-term. To drive the achievement of our short- and long-term goals, our executive compensation program is designed to accomplish the following objectives:

•

Aligning the interests of our NEOs with those of our shareholders by delivering a substantial portion of each executive’s total compensation opportunity through performance-based incentives;

​

•

Attracting, retaining and motivating talented executives with significant industry knowledge and the experience and leadership capability to achieve success; and

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•

Providing a strong link between pay and performance by using cash- and equity-based incentives to reward for the achievement of short- and long-term goals that align with the Company’s strategic priorities.

​

To meet these objectives, the Compensation Committee has carefully structured the Company’s compensation programs to reflect our pay for performance philosophy and support long-term shareholder value creation, as follows:

•

Competitive Compensation Opportunity.   Our compensation levels are benchmarked to peers and industry comparators that are comparable to the Company in terms of factors such as asset size, geography and business model. We target annual pay levels for our NEOs based on a competitive range around the 50th percentile of this market data.

​

•

Well-Balanced Compensation Programs.   The structure of our executive compensation program includes a balanced mix of cash and equity compensation with a strong emphasis on performance-based and at-risk compensation.

​

•

Alignment with Annual Goals.   We use cash-based incentives that rewards our NEOs for the achievement of both the financial and operating objectives of the Company and individual performance objectives, which together support our business strategy.

​

•

Performance-Based Long-Term Incentives.   To strengthen the alignment between pay and performance and ensure retention of key talent, 50% of our equity-based long-term incentive compensation is tied to the achievement of longer-term (three-year) financial and strategic goals, while 50% of our long-term incentive compensation is tied to restricted stock awards that vest three years from the date of grant, either ratably or at one time.

​

•

Limited Perquisites.   We provide our NEOs with minimal perquisites that are consistent with competitive market practice.

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Independent Decision Makers.   Our Compensation Committee of independent directors works closely with an independent compensation consultant to monitor our executive compensation programs to ensure alignment with market trends and practices, our business plans and long-term strategy, and the interests of our shareholders.

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In designing and administering the Company’s executive compensation program, the Compensation Committee strives to maintain an appropriate balance across all of the various compensation elements, realizing that at times some objectives may change. In addition, external factors, such as the general state of the economy and the banking industry or legislative changes impacting executive compensation, may impact the effectiveness of existing approaches to executive compensation. Such events require ongoing monitoring and a careful reconsideration of existing approaches by the Compensation Committee. On an annual basis the Compensation Committee carefully evaluates and, where appropriate, makes decisions and adjustments to future compensation programs in an effort to consistently implement the strategic objectives of executive compensation.

What Our Executive Compensation Programs are Designed to Reward

Our executive officers’ compensation programs use different components to reward different performance considerations. Base salary is provided to reward each executive for daily contributions and the application of his or her knowledge, experience and talent to the success of the Company. Base salary is also a reflection of the external value of each executive’s position in the job market and the internal value of his or her assigned roles and responsibilities to the success and ongoing viability of the Company.

Annual incentives are provided to focus performance on the key strategic short-term objectives defined and established on an annual basis. These incentives are strongly linked to the success of achieving annual performance objectives and provide each executive with cash rewards commensurate with the Company’s annual performance and the Board’s assessment of the executive’s personal performance.

 

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Long-term incentives reward executives for the longer-term success of the Company. In 2020, the Company granted long-term incentives in the form of time-based restricted stock and performance stock units. This equity-based compensation rewards executives for the long-term performance of the Company and maintains the alignment between executive compensation levels and shareholder value.

Benefits provided to each executive officer are in line with our broad-based employee benefits, which meet basic health and welfare needs. We also provide supplemental executive retirement programs for certain of our key executive officers. Perquisites for our executives remain conservative and primarily serve to enhance our executives’ business development activities.

The following charts show the relative value of the various compensation components for 2020 (base salary, annual incentive at target, long-term incentive value at grant date and other compensation, including supplemental retirement and perquisites), as a percentage of 2020 total compensation.

Process for Determining Executive Officer Compensation

Role of the Compensation Committee

The Compensation Committee administers the Company’s executive compensation program. Throughout 2020, the Compensation Committee included Messrs. Bullard, Hill (Chairman), Jeter and Stern. The members of the Compensation Committee all qualify as independent, outside members of the Board in accordance with the requirements of Nasdaq and current SEC regulations.

The Compensation Committee is responsible for all compensation decisions for the Chief Executive Officer and the other named executive officers. The Compensation Committee annually reviews the levels of compensation along with the performance results on goals and objectives relating to compensation for the named executive officers. Based on this evaluation, the Compensation Committee makes decisions related to our executive compensation program with final approval by the Board, except where the Compensation Committee has otherwise been given final authority with respect to a specific component of compensation.

Additionally, the Compensation Committee periodically reviews our incentive plans and other equity-based plans. The Compensation Committee reviews, adopts and submits to the Board any proposed arrangement or plan and any amendment to an existing arrangement or plan that provides or will provide benefits to the executive officers collectively or to an individual executive officer. The Compensation Committee has sole authority to retain and terminate compensation consultants and other advisors as it deems appropriate.

Role of the Executive Officers

The Chief Executive Officer, Chief Financial Officer and Chief Administrative Officer work with the Compensation Committee to gather and compile data and supporting materials for review at

 

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Compensation Committee meetings, attend Compensation Committee meetings and make recommendations about the design of our executive compensation program plans. The Chief Risk Officer annually reviews and verifies all calculations for purposes of determining incentive payouts. The Chief Executive Officer annually reviews the performance of the other NEOs, after which the Chief Executive Officer presents his conclusions and recommendations to the Compensation Committee for approval. The Compensation Committee has absolute discretion as to whether it approves the recommendations of the Chief Executive Officer or makes adjustments, as it deems appropriate.

Role of Compensation Consultant

The Compensation Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”) to serve as the Compensation Committee’s independent compensation consultant. The Compensation Committee has sole authority to retain, terminate and approve the fees of its compensation consultant. In its role as the Compensation Committee’s independent advisor, FW Cook regularly attends Compensation Committee meetings and advises on matters including compensation program design, benchmarking compensation and relative pay for performance. FW Cook also provides market data, analyses and advice regarding compensation of our NEOs and other executive officers. FW Cook has not provided any services to the Company other than executive compensation consulting services provided to the Compensation Committee. The Compensation Committee considered the independence of FW Cook in light of current SEC rules and Nasdaq listing standards and concluded that the work of FW Cook did not raise any conflict of interest.

Benchmarking

The Compensation Committee reviews competitive data for comparable executive positions in the market. External market data is used by the Compensation Committee as a point of reference in its executive pay decisions in conjunction with financial and individual performance data. In considering the competitive environment, the Compensation Committee reviews compensation information disclosed by a peer group of comparably sized companies with which we compete for business and executive talent. In addition, information derived from published compensation surveys is used to supplement the peer group data and is used to compare the elements of each executive officer’s target total direct compensation to the market information for executives with similar roles. The Compensation Committee’s independent compensation consultant compiles this information and size-adjusts the published survey data to reflect our asset size in relation to the survey participants to more accurately reflect the scope of responsibility for each executive officer.

The Compensation Committee, with input from its independent compensation consultant, annually reviews and selects the peer companies, which generally consist of publicly traded regional commercial bank holding companies. For 2020, the peer companies were selected primarily based upon the following criteria: (i) similar business operations and geographic footprint; (ii) assets and market capitalization between approximately one-third and three times our assets and market capitalization; and (iii) competitors for executive talent.

For 2020 compensation actions, our peer group consisted of the following 17 companies (the peer group originally included CenterState Bank Corporation; however, it was removed from the peer group when CenterState Bank Corporation was acquired by South State Corporation in June 2020):

 

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Source: S&P Capital IQ. Data as of 12/31/2020.

($ in billions)

Elements of Compensation

The components of the 2020 executive compensation program, as well as the type of compensation and the objectives of the compensation, are included in the table below:

Base Salary

It is the Company’s philosophy that employees be paid a base salary that is competitive with the salaries paid by comparable organizations based on each employee’s experience, performance and any other unique factors or qualifications. Generally, the Company has chosen to position cash compensation in a range around market median levels in order to remain competitive in attracting and retaining executive talent. The range is also benchmarked, and employees are paid within the market benchmarked range based on their unique situation. Actual base salaries paid vary within a range based on performance over time. The allocation of total cash compensation between base salary and annual bonus or incentives is based on a variety of factors. In addition to the market positioning of the base salary and the mix of total compensation, the Compensation Committee also takes into consideration the following:

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The executive’s performance;

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The performance of the Company;

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The performance of the individual business or corporate function for which the executive is responsible;

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The nature and importance of the position and role within the Company;

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The scope of the executive’s responsibility; and

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The current compensation package in place for the executive, including the executive’s current annual salary and potential awards under the Company’s incentive plan.

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After the Company’s acquisition of Fidelity, and the resulting increase in the Bank’s asset size and business complexity, base salaries were increased, effective as of July 1, 2019, as set forth below. In light of this mid-year adjustment, no base salary changes were approved for 2020.

Annual Incentives

The Compensation Committee believes a formalized annual incentive plan with well-defined and clearly communicated objectives strengthens the link between performance and compensation. The 2020 annual incentive plan was developed to subject a meaningful portion of our NEOs’ cash compensation to achievement of pre-established performance targets to ensure the continued alignment of executive compensation, Company performance and strategic goal attainment. Annual incentive cash payouts reflect the extent to which annual targets for performance goals are met or exceeded. Targets for performance goals are set with the intent that achievement will ultimately result in enhancement to shareholder value. When determining the targets, the Compensation Committee considers past financial performance of the Company and its internal estimates of the current’s year planned financial performance. Growth expectations as well as improved profitability and operating efficiencies are the gauge by which meaningful targets are set and executive performance is measured.

The Compensation Committee uses three performance levels when setting cash incentive targets: “Threshold”, “Target” and “Maximum”. The performance levels are set relative to the prior fiscal year’s actual results and current fiscal year projections. The Compensation Committee expects the Company to achieve or exceed the Target level of performance, which is intended to be a stretch target. The Threshold performance level is the minimum performance level required for any cash incentive payout, while the Maximum level of performance is set at a high level of performance that requires significant efforts and exceptional execution to achieve.

The performance measures used in 2020 were unchanged from the metrics used in 2019 as they continue to align with our internal operating plan and business strategy. The 2020 goals included the following:

For 2020, achievement by the NEOs at Threshold pays out at 50% of the performance goal’s weight. Achievement at Target pays out at 100% of the performance goal’s weight. Achievement at Maximum pays out at 170% (the maximum achievement level or “cap”) of the performance goal’s weight. Actual

 

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results are prorated based on where they fall along the continuum from the Threshold amount through the Target amount, and from the Target amount through the Maximum amount.

In addition to the performance measures listed above, the Compensation Committee retains the ability to apply negative discretion to reduce the incentive payout, if needed. Also, total payouts can be adjusted by +/- 10% based on individual performance assessments in order to differentiate payouts based on individual contributions.

During the first quarter of 2020, the Compensation Committee established the Target percentage of base salary for each of the NEOs. The Compensation Committee used the 2020 base salary in calculating the annual incentive award payments. The following chart shows the range of annual incentive award opportunities expressed as a percentage of salary for the NEOs.

Calculating Annual Incentive Awards

The following formula was used to calculate the payment that could be awarded to a named executive officer under the 2020 annual incentive award program:

Base Salary x Target Percentage of Base Salary x Company Achievement x Individual Performance

The 2020 performance goals for short-term incentive compensation were chosen because each of the goals strongly aligned with the overall business objectives of the Company for the year and were as follows:

The Company achieved above Target but below Maximum level of performance with respect to each of the performance goals. Based on the weighted operating performance results relative to the Targets established for 2020, a 118.04% achievement factor was reached, compared with the targeted payout factor of 100%. The Compensation Committee believes these incentive payments are aligned with the Company’s business results and compensation philosophy.

In deciding the amount of the incentive award, the Compensation Committee can consider, among other things, the Company’s overall performance and the individual participant’s specific contributions and performance throughout the performance period, as well as any actual or perceived inappropriate risks taken by participants. Individual performance criteria for all NEOs in 2020 were reviewed, and based on guidance from the Chief Executive Officer, the Compensation Committee determined to apply the 10% individual performance adjustment to the formulaic calculations for the NEOs, excluding the Chief Executive Officer. Without the Chief Executive Officer present, the Compensation Committee determined that his outstanding performance also warranted a 10% adjustment to the payout.

 

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Annual incentive payouts for 2020 performance for the NEOs are listed below:

2020 Long-Term Equity Awards

The Compensation Committee believes that the Company’s executive compensation program should include a significant equity-based component because this best aligns the interests of our executives with those of our shareholders. The Company’s employees, non-employee directors and consultants and advisors who perform services for the Company and its subsidiaries may participate in the 2014 Plan. Awards may be granted under the 2014 Plan from time to time and may be in the form of stock options, stock units, stock awards, stock appreciation rights and other stock-based awards. If the 2021 Plan is approved by the shareholders at the Annual Meeting, then no new awards will be granted under the 2014 Plan, except for awards of restricted shares of Common Stock having an aggregate grant date value of approximately $715,000, which will be granted no later than June 30, 2021 to the Company’s non-employee directors elected at the Annual Meeting as the annual equity retainer for their service. However, all awards outstanding under the 2014 Plan as of the date of such approval will remain in full force and effect under the 2014 Plan according to their respective terms.

The Compensation Committee carefully considers the following factors when determining the type and amount of equity to award:

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Prior awards issued to the executive officer;

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The current amount and intrinsic value of unvested equity held by the executive officer;

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Current number of shares owned by the executive officer;

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Proportion of total compensation on an annual basis consisting of equity awards; and

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Market data on the median level of equity awarded to comparable positions.

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We consider long-term equity-based compensation to be critical to the alignment of executive compensation with shareholder value creation. Therefore, a market competitive, long-term equity-based incentive component is an integral part of our overall executive compensation program. The total long-term incentive award in a given year is based on a targeted dollar value that is then converted into the specific equity awards. The following chart reflects the 2020 Target award opportunities for each NEO:

Target long-term incentive opportunities are established based on competitive market practices. The fair value of 2020 long-term incentive awards is reflected in the Summary Compensation Table in “Executive Compensation-Compensation Tables.” In 2020, our long-term equity incentive program consisted of the following components:

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Performance Stock Units (50% of long-term incentive award)  — All NEOs received performance stock units on March 11, 2020. These performance stock units are awards that will be earned

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based upon the Compensation Committee’s assessment of the performance achievement of two, equally-weighted financial objectives. The following scale applies to all performance stock unit awards: (i) Threshold performance will result in the NEOs earning 25% of the shares; (ii) Target performance will result in the NEOs earning 100% of the shares; and (iii) Maximum performance will result in the NEOs earning 200% of the shares. Failure to attain the Threshold level of performance will result in the forfeiture of all shares potentially issuable in connection with such performance stock unit awards.

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Fifty percent of the award was based on three-year tangible book value growth objectives. The Targets and corresponding performance range requires meaningful growth over the three-year performance period. Elsewhere in this Proxy Statement, we also refer to these awards as Internal Metric Performance Stock Units or “IM PSUs.”

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Fifty percent of the award was based on relative return on tangible common equity (“ROTCE”) of the Company ranked in terms of a percentile in relation to the three-year ROTCE for the same period of a peer group consisting of the companies comprising the KBW Nasdaq Regional Banking Index (“KRX”). In addition, the performance stock units awards have a relative Total Shareholder Return (“TSR”) modifier comparing the Company to the KRX. Dividend equivalents accrue, and are credited, with respect to the award to the extent dividends are paid on the Common Stock but are paid out only when, and if, the award is earned. Awards earned will vest on December 31, 2022, which is the end of the three-year performance period, and shares in respect of such awards will become issuable upon the Compensation Committee’s certification of the Company’s performance for the performance period, which would be expected to occur in the first quarter of 2023. If the Company delivers three-year TSR that falls between the 25th and 75th percentiles, relative to the KRX, then no adjustment to the payout determined by the cumulative EPS goal will be applied. However, if performance is below the 25th percentile of the KRX, then a 20% discount will be applied to the earned award. Further, if performance is above the 75th percentile of the KRX, then a 20% premium would be applied to the earned award. Regardless of performance, the total award cannot exceed 200% of Target. Elsewhere in this Proxy Statement, we also refer to these awards as Total Shareholder Return Performance Stock Units of  “TSR PSUs.”

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Time-based Restricted Stock (50% of long-term incentive award) — Shares of restricted stock are awarded subject to transfer and vesting restrictions. Restricted stock awards are intended to build stock ownership and foster executive retention. All of the NEOs received restricted stock awards on March 11, 2020. All of these restricted stock awards have dividend and voting rights and vest in equal installments over a three-year period.

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2018 — 2020 Performance-Based Restricted Stock

In addition, in March 2021, additional shares of Common Stock were issued to certain NEOs in respect of the performance-based restricted stock grants issued in 2018 which vested in 2020 and exceeded the Target level of the applicable performance condition. A summary of the performance goals and actual results is set forth below.