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Share Name | Share Symbol | Market | Type |
---|---|---|---|
State Bank Financial Corp.. (delisted) | NASDAQ:STBZ | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 21.59 | 21.50 | 21.55 | 0 | 01:00:00 |
1)
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to elect 12 directors to our board of directors to serve a one-year term;
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2)
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to conduct an advisory vote on the compensation of our named executive officers;
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3)
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to ratify the appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm for 2018; and
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4)
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to transact such other business as may properly come before the annual meeting or any adjournment of the meeting.
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Date:
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May 23, 2018
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Time:
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1:00 p.m. EDT
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Place:
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3399 Peachtree Road NE
Suite 1900
Atlanta, Georgia 30326
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Record Date:
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April 2, 2018
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Voting:
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Common shareholders as of the record date are entitled to vote. Shareholders of record can vote by:
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Mail:
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Vote by filling out the proxy card and sending it back in the postage-paid envelope provided.
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In Person:
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You may vote in person at the annual meeting.
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Board
Recommendation
|
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More
Information
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Proposal 1
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Election of 12 directors
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FOR each nominee
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Page
4
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Proposal 2
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Advisory vote on the compensation of our named executive officers
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FOR
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Page
59
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Proposal 3
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Ratification of the appointment of our independent registered public accounting firm for 2018
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FOR
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Page
60
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Name
|
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Age
|
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Independent
|
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Director Since
|
|
Primary Occupation
|
James R. Balkcom, Jr.
|
|
73
|
|
Yes
|
|
2010
|
|
Chairman of the Board of Espri Gas, Inc., a gas supply chain management company
|
Archie L. Bransford, Jr.
|
|
65
|
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Yes
|
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2010
|
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President of Bransford & Associates, LLC, a bank regulatory consulting group
|
Kim M. Childers
|
|
59
|
|
No
|
|
2010
|
|
Executive Risk Officer of the Company and State Bank and Vice Chairman of the Boards of Directors of the Company and State Bank
|
Ann Q. Curry
|
|
74
|
|
Yes
|
|
2013
|
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Chair and Chief Client Strategist of Coxe Curry & Associates, a fundraising consulting firm
|
Joseph W. Evans
|
|
68
|
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No
|
|
2010
|
|
Chairman of the Boards of Directors of the Company and State Bank
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Virginia A. Hepner
|
|
60
|
|
Yes
|
|
2010
|
|
Former President and Chief Executive Officer of The Woodruff Arts Center, a visual and performing arts center
|
John D. Houser
|
|
69
|
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Yes
|
|
2012
|
|
Of Counsel, McNair, McLemore, Middlebrooks & Co., LLC, an accounting and auditing firm
|
Anne H. Kaiser
|
|
61
|
|
Yes
|
|
2016
|
|
Vice President, Community and Economic Development of Georgia Power Company, a regional utility that supplies electric power and energy services to Georgia residents and businesses
|
William D. McKnight
|
|
60
|
|
Yes
|
|
2015
|
|
President and Chief Executive Officer of McKnight Construction Company, a construction company that provides construction services throughout the Southeast
|
Asif Ramji
|
|
44
|
|
Yes
|
|
2017
|
|
President and Chief Executive Officer of Paymetric, Inc., a company providing electronic payment acceptance and data security solutions for enterprises
|
G. Scott Uzzell
|
|
51
|
|
Yes
|
|
2017
|
|
President and General Manager of Venturing & Emerging Brands, a division of The Coca-Cola Company
|
J. Thomas Wiley, Jr.
|
|
65
|
|
No
|
|
2010
|
|
Chief Executive Officer of the Company and State Bank, President of the Company and Vice Chairman of the Boards of Directors of the Company and State Bank
|
•
|
a cash retainer of $40,000 (which is prorated and payable quarterly);
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•
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an additional cash retainer of $10,000 to the chairs of each of the Audit Committee, Independent Directors Committee and Risk Committee (which is prorated and payable quarterly);
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•
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a fee of $1,000 per board meeting (if attended in person) or $500 (if attended by phone); and
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•
|
a fee of $500 per meeting of the Audit Committee, the Independent Directors Committee, the Risk Committee and the Executive Committee.
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Name
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Fees Earned or
Paid in Cash ($)
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Stock
Awards
($)
(1)
|
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All
Other
Compensation
($)
(2)
|
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Total
($)
|
||||
James R. Balkcom, Jr.
|
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64,500
(3)
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30,018
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653
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95,171
|
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Archie L. Bransford, Jr.
|
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65,000
(4)
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30,018
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653
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95,671
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Ann Q. Curry
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53,500
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30,018
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653
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84,171
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Virginia A. Hepner
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59,000
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30,018
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653
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89,671
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John D. Houser
|
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69,500
(5)
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30,018
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653
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100,171
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Anne Kaiser
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54,000
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30,018
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653
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84,671
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William D. McKnight
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57,000
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30,018
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653
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87,671
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Major General (Ret.) McMahon
(6)
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56,000
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30,018
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491
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86,509
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Asif Ramji
(7)
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—
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—
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—
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—
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G. Scott Uzzell
(7)
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—
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—
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—
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—
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(1)
|
The amounts in the Stock Awards column are the aggregate grant date fair values computed in accordance with FASB ASC Topic 718. Assumptions made in the valuation of awards can be found in Note 16 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
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(2)
|
This amount reflects cash dividends related to unvested restricted stock.
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(3)
|
As chair of the Independent Directors Committee, Mr. Balkcom received a cash retainer of $10,000 in 2017.
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(4)
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As chair of the Risk Committee, Mr. Bransford received a cash retainer of $10,000 in 2017.
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(5)
|
As chair of the Audit Committee, Mr. Houser received a cash retainer of $10,000 in 2017.
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(6)
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Major General (Ret.) McMahon resigned from the board in November 2017.
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(7)
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Mr. Ramji and Mr. Uzzell were appointed as directors in December 2017.
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Name
|
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Restricted Stock
(in shares)
(1)
|
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James R. Balkcom, Jr.
|
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1,155
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Archie L. Bransford, Jr.
|
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1,155
|
|
Ann Q. Curry
|
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1,155
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Virginia A. Hepner
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1,155
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John D. Houser
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1,155
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|
Anne H. Kaiser
|
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1,155
|
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William D. McKnight
|
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1,155
|
|
Major General (Ret.) Robert H. McMahon
(2)
|
|
—
|
|
Asif Ramji
(3)
|
|
—
|
|
G. Scott Uzzell
(3)
|
|
—
|
|
|
|
|
|
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(1)
|
The shares of restricted stock were granted under our 2011 Omnibus Equity Compensation Plan (the “Equity Plan”) and vest in full on May 23, 2018, the date of our annual meeting of shareholders.
|
(2)
|
Because Major General (Ret.) McMahon resigned from the board in November 2017, he forfeited his outstanding shares of restricted stock.
|
(3)
|
Mr. Ramji and Mr. Uzzell were appointed as directors in December 2017.
|
Name
|
|
Age
|
|
Position
|
J. Thomas Wiley, Jr.
|
|
65
|
|
Chief Executive Officer of the Company and State Bank, President of the Company and Vice Chairman of the Boards of Directors of the Company and State Bank
|
Sheila E. Ray
|
|
59
|
|
Chief Financial Officer, Corporate Secretary and Executive Vice President of the Company and State Bank and Chief Operating Officer of the Company
|
David F. Black
|
|
42
|
|
Chief Credit Officer and Executive Vice President of State Bank
|
Remer Y. Brinson III
|
|
57
|
|
President of State Bank and Executive Vice President of the Company
|
David C. Brown
|
|
52
|
|
Corporate Development Officer and Executive Vice President of the Company and State Bank
|
Kim M. Childers
|
|
59
|
|
Executive Risk Officer of the Company and State Bank and Vice Chairman of the Boards of Directors of the Company and State Bank
|
David W. Cline
|
|
57
|
|
Chief Information Officer and Executive Vice President of the Company and Chief Operating Officer and Executive Vice President of State Bank
|
Steven G. Deaton
|
|
55
|
|
Chief Risk Officer and Executive Vice President of the Company and State Bank
|
Joseph W. Evans
|
|
68
|
|
Chairman of the Boards of Directors of the Company and State Bank
|
Bradford L. Watkins
|
|
51
|
|
Managing Director of the Commercial Finance Group and Executive Vice President of State Bank
|
Name
|
|
Audit
Committee
|
|
Independent
Directors
Committee
|
|
Risk
Committee
|
|
Executive
Committee
|
James R. Balkcom, Jr.
|
|
|
|
C
|
|
M
|
|
M
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Archie L. Bransford, Jr.
|
|
|
|
M
|
|
C
|
|
M
|
Ann Q. Curry
|
|
|
|
M
|
|
M
|
|
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Joseph W. Evans
|
|
|
|
|
|
|
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C
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Virginia A. Hepner
|
|
M
|
|
M
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John D. Houser
|
|
C
|
|
M
|
|
|
|
M
|
Anne H. Kaiser
|
|
|
|
M
|
|
M
|
|
|
William D. McKnight
|
|
M
|
|
M
|
|
|
|
|
Asif Ramji
|
|
|
|
M
|
|
|
|
|
G. Scott Uzzell
|
|
|
|
M
|
|
|
|
|
J. Thomas Wiley, Jr.
|
|
|
|
|
|
|
|
M
|
•
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to annually determine and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer;
|
•
|
to review and approve annual base salary, annual incentive levels, any special or supplemental benefits and perquisites for our executive officers;
|
•
|
to review and approve employment agreements, new hire awards or payments, severance and change in control or similar termination agreements for our executive officers;
|
•
|
to oversee and administer our equity-based compensation, including the review and grant of equity awards to all eligible employees, and to fulfill such duties and responsibilities as described in those plans;
|
•
|
to review, approve and recommend to the board, as appropriate, any new compensation and incentive plans, policies or programs;
|
•
|
to oversee, monitor and assess the Company’s compensation and incentive plans, policies and programs; and
|
•
|
to oversee the Company’s management development and succession plans for executive officers.
|
•
|
the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated;
|
•
|
a representation that the shareholder is a holder of record of stock of the Company entitled to vote at the annual meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;
|
•
|
a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the shareholder is making the nomination or nominations; and
|
•
|
such other information regarding each nominee proposed by the shareholder as would be required to be included in a proxy statement filed under the proxy rules of the SEC relating to the election of directors.
|
•
|
the highest ethics, integrity and values;
|
•
|
an outstanding personal and professional reputation;
|
•
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professional experience that adds to the mix of the board as a whole;
|
•
|
the ability to exercise sound, independent business judgment;
|
•
|
freedom from conflicts of interest;
|
•
|
demonstrated leadership skills;
|
•
|
the willingness and ability to devote the time necessary to perform the duties and responsibilities of a director; and
|
•
|
relevant expertise and experience and the ability to offer advice and guidance to our Chief Executive Officer based on that expertise and experience.
|
•
|
whether the candidate possesses the qualities described above;
|
•
|
whether the candidate has significant contacts in our markets and the ability to generate additional business for State Bank;
|
•
|
whether the candidate qualifies as an independent director under our guidelines;
|
•
|
the candidate’s management experience in complex organizations and experience with complex business problems;
|
•
|
the likelihood of obtaining regulatory approval of the candidate, if required;
|
•
|
whether the candidate would qualify under our guidelines for membership on the Audit Committee or the Independent Directors Committee, including whether a potential director nominee qualifies as an “audit committee financial expert” as that term is defined by the SEC or as an “independent” director under the listing standards of The NASDAQ Capital Market;
|
•
|
the extent to which the candidate contributes to the diversity of the board in terms of background, specialized experience, age, gender and race;
|
•
|
the candidate’s other commitments, such as employment and other board positions; and
|
•
|
whether the candidate complies with any minimum qualifications or restrictions set forth in our bylaws.
|
Position
|
|
Stock Ownership Requirement
|
Independent Director
|
|
3x annual cash retainer
|
Chief Executive Officer
|
|
3x base salary
|
Other Executive Officers
|
|
1x base salary
|
Name and Address
|
|
Number of Shares Owned
|
|
Right to Acquire
|
|
Percentage of Beneficial Ownership
(1)
|
||
The Vanguard Group
(2)
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
|
|
3,136,360
|
|
|
—
|
|
8.03
|
%
|
Franklin Mutual Advisers, LLC
(3)
101 John F. Kennedy Parkway
Short Hills, New Jersey 07078
|
|
2,235,360
|
|
|
—
|
|
5.72
|
%
|
BlackRock, Inc.
(4)
55 East 52
nd
Street
New York, New York 10055
|
|
2,121,798
|
|
|
—
|
|
5.43
|
%
|
|
|
|
|
|
(1)
|
The percentage of beneficial ownership is based on 39,059,525 shares outstanding on April 2, 2018.
|
(2)
|
This information is based solely on the Schedule 13G/A filed on February 9, 2018 by The Vanguard Group, which reported sole voting power over 42,218 shares, shared voting power over 8,200 shares, shared dispositive power over 46,972 shares and sole dispositive power over 3,089,388 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 38,772 shares as a result of serving as an investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 11,646 shares as a result of serving as an investment manager of Australian investment offerings.
|
(3)
|
This information is based solely on the Schedule 13G/A filed on February 2, 2016 by Franklin Mutual Advisers, LLC reporting that the shares are beneficially owned by one or more open-end investment companies or other managed accounts which, pursuant to investment management contracts, are managed by Franklin Mutual Advisers, LLC, an indirect wholly-owned subsidiary of Franklin Resources, Inc. Pursuant to the investment management contracts, Franklin Mutual Advisers, LLC has sole voting and dispositive power over 2,235,360 shares. Franklin Mutual Advisers, LLC, however, disclaims any pecuniary interest in the shares and disclaims that it is the beneficial owner of the shares as defined in Rule 13d-3.
|
(4)
|
This information is based solely on the Schedule 13G filed on January 23, 2018 by BlackRock, Inc. which reported sole voting power over 2,026,867 shares and sole dispositive power over 2,121,798 shares.
|
Name and Address
(1)
|
|
Number
of Shares
Owned
(2)
|
|
Right
to Acquire
|
|
Percentage of
Beneficial
Ownership (3) |
|||
James R. Balkcom, Jr.
|
|
10,674
|
|
|
—
|
|
|
*
|
|
Archie L. Bransford, Jr.
(4)
|
|
14,553
|
|
|
—
|
|
|
*
|
|
Remer Y. Brinson III
(5)
|
|
74,355
|
|
|
—
|
|
|
*
|
|
Kim M. Childers
|
|
206,337
|
|
|
—
|
|
|
*
|
|
Ann Q. Curry
|
|
8,655
|
|
|
—
|
|
|
*
|
|
Joseph W. Evans
|
|
429,131
|
|
|
—
|
|
|
1.10
|
%
|
Virginia A. Hepner
|
|
6,355
|
|
|
—
|
|
|
*
|
|
John D. Houser
|
|
25,356
|
|
|
—
|
|
|
*
|
|
Anne H. Kaiser
|
|
1,155
|
|
|
—
|
|
|
*
|
|
William D. McKnight
|
|
75,865
|
|
|
—
|
|
|
*
|
|
Asif Ramji
|
|
—
|
|
|
—
|
|
|
*
|
|
Sheila E. Ray
|
|
39,300
|
|
|
—
|
|
|
*
|
|
G. Scott Uzzell
|
|
—
|
|
|
—
|
|
|
*
|
|
Bradford L. Watkins
|
|
66,330
|
|
|
—
|
|
|
*
|
|
J. Thomas Wiley, Jr.
(6)
|
|
415,918
|
|
|
—
|
|
|
1.06
|
%
|
All Directors and Executive
Officers as a Group (19 persons)
|
|
1,730,946
|
|
|
—
|
|
|
4.43
|
%
|
|
|
|
|
|
(1)
|
The address of each of these listed individuals is c/o State Bank Financial Corporation, 3399 Peachtree Road NE, Suite 1900, Atlanta, Georgia 30326.
|
(2)
|
The shares shown in this column include shares of restricted stock issued under our Equity Plan for which such holder has voting rights in the following amounts: Mr. Balkcom–1,155 shares; Mr. Bransford–1,155 shares; Mr. Brinson–36,000 shares; Mr. Childers–73,938 shares; Ms. Curry–1,155 shares; Mr. Evans–87,500 shares; Ms. Hepner–1,155 shares; Mr. Houser–1,155 shares; Ms. Kaiser–1,155 shares; Mr. McKnight–1,155 shares; Ms. Ray–36,000 shares; Mr. Watkins–45,000; and Mr. Wiley–69,000 shares.
|
(3)
|
The percentages shown above are based on 39,059,525 shares of our common stock outstanding on April 2, 2018.
|
(4)
|
Includes 4,549 shares jointly held by Mr. Bransford’s spouse for which he shares voting and dispositive power.
|
(5)
|
Includes 99 shares of common stock held by Mr. Brinson’s spouse as a custodian for a minor child.
|
(6)
|
Includes 100,000 shares of common stock held by Kiokee Creek Holdings, LLLP for which Mr. Wiley and his spouse are the sole limited partners. The general partner of Kiokee Creek Holdings, LLLP is J.T. Wiley Management, LLC. Mr. Wiley is the sole member of J.T. Wiley Management LLC and therefore has sole voting and dispositive power over the 100,000 shares owned by Kiokee Creek Holdings, LLLP.
|
Name
|
|
Title
|
J. Thomas Wiley, Jr.
|
|
Chief Executive Officer of the Company and State Bank, President of the Company and Vice Chairman of the Boards of Directors of the Company and State Bank
|
Sheila E. Ray
|
|
Chief Financial Officer of the Company and State Bank, Chief Operating Officer of the Company, Corporate Secretary and Executive Vice President of the Company and State Bank
|
Remer Y. Brinson III
|
|
President of State Bank and Executive Vice President of the Company
|
Kim M. Childers
|
|
Executive Risk Officer of the Company and State Bank and Vice Chairman of the Boards of Directors of the Company and State Bank
|
Joseph W. Evans
|
|
Chairman of the Boards of Directors of the Company and State Bank
|
Bradford L. Watkins
|
|
Managing Director of the Commercial Finance Group and Executive Vice President of State Bank
|
•
|
Pretax income of $87.6 million in 2017, an 18.8% increase from $73.8 million in 2016.
|
•
|
Net income for 2017 was $46.6 million compared to net income of $47.6 million for 2016. Net income for 2017 includes the impact of a $10.7 million non-cash tax expense resulting from the enactment of the "Tax Cuts and Jobs Act" in December 2017 and merger election-related revaluation of our net deferred tax assets.
|
•
|
Net interest income, excluding accretion income, increased to $158.7 million in 2017, or 41.3% from 2016 as the Company continued to replace accretion income from failed bank acquisitions with more traditional sources of revenue.
|
•
|
Interest income on loans and invested funds of $174.3 million in 2017, a 42.9% increase from $121.9 million in 2016.
|
•
|
Excluding gains/(losses) on the sale of investment securities, noninterest income increased 6.2% to $41.2 million in 2017.
|
•
|
Maintained an annual cash dividend of $.56 per share in 2017, equating to a 47.1% dividend payout ratio, and a dividend yield of more than 1.8% based on our year-end share price.
|
•
|
$0.52 of tangible book value growth in 2017, a 3.9% increase from yearend 2016.
|
•
|
Despite the impact of the NBG, S Bank, and AloStar acquisitions, the efficiency ratio was 59.7% in 2017, a 3.8% improvement from 62.0% in 2016. The efficiency ratio, excluding merger expenses, was 57.4% in 2017 compared to 60.0% in 2016.
|
•
|
Noninterest expense minus noninterest income, divided by average assets declined to 2.26% in 2017 from 2.30% in 2016. Excluding merger expenses, this ratio declined to 2.14% in 2017 from 2.19% in 2016.
|
•
|
Organic loan growth of $275 million, or 13.2%, in 2017 from 2016, and organic and purchased non-credit impaired loans grew $702 million or 26.5% in 2017 from 2016.
|
•
|
Deposit growth of $158 million, or 4.6%, including $103 million, or 10.4%, growth in noninterest bearing deposit accounts in 2017 (excluding acquisitions) from 2016.
|
•
|
Noninterest-bearing deposits comprised 28.1% of total deposits at year-end 2017.
|
•
|
Nonperforming organic loans to total organic loans were .31% in 2017.
|
•
|
Past due organic loans to total organic loans totaled .20% in 2017.
|
•
|
Net charge-offs to total average organic loans of .09% in 2017.
|
Compensation Decisions
|
|
Base Salary
|
Except with respect to Mr. Evans, provided modest increases to base salaries for certain named executive officers based on merit and expansion of responsibilities.
|
Annual Cash Incentives
|
Established performance objectives for the 2017 annual cash incentive plan, including a revenue target, growth targets for deposit and loan balances, an expense ratio target and the achievement of certain asset quality metrics.
|
Cash incentive payments were awarded at 96.6% of target for the executive officers based on results relative to established performance objectives.
|
|
Long-Term Equity Incentives
|
Executives received no equity awards in 2017 as the 2015 grants, at the time of the grants, were intended to provide for long-term compensation over multiple years.
|
Executives achieved performance conditions on 10% of the 2015 grants as our annual return on average assets, as measured under the agreements, exceeded the median of comparable banks for 2017. These shares remain subject to service vesting conditions until December 31, 2019.
|
|
Employment Agreements
|
Entered into an amended and restated employment agreement with Mr. Evans to reflect his leadership role of Chairman.
|
What We Do
|
|
Pay-for-Performance
|
We have structured compensation so that a significant portion of pay for our executive officers is subject to the attainment of key performance objectives.
|
Risk Management
|
We annually review our compensation programs to ensure that they do not encourage excessive risk-taking.
|
Caps on Annual Cash Incentive Payments
|
Our annual cash incentive payments are subject to caps on amounts earned.
|
Clawback
|
Both our annual cash incentive payments and long-term incentive program include a clawback provision requiring the return of incentive compensation in the event of a financial restatement.
|
Stock Ownership Guidelines
|
Our executive officers are required to maintain prescribed levels of stock ownership.
|
Compensation Consultant
|
We engage an independent compensation consultant to assist in the development of our executive compensation program and to provide information on market trends and developments.
|
What We Don’t Do
|
|
Tax Gross-Up
|
We do not provide excise tax gross-ups on benefits or under any change in control provisions or agreements.
|
Excessive Perquisites
|
The perquisites offered to our executive officers are limited and primarily serve to enhance our executives’ business development activities.
|
Permit Hedging
|
We prohibit hedging of Company securities.
|
Allow Unrestricted Pledging
|
We maintain a policy restricting pledging of Company securities, except in limited circumstances.
|
•
|
to encourage achievement of our long-range objectives by relating compensation to achievement of internal strategic objectives;
|
•
|
to establish compensation policies, benefit programs and guidelines that will attract and retain qualified executives through a level of compensation that is competitive within the banking industry;
|
•
|
to promote a direct relationship between compensation and our performance and to build long-term value for shareholders by facilitating executive officer stock ownership through restricted stock and other equity-based incentive awards; and
|
•
|
to plan for, justify and control total compensation costs.
|
•
|
annually review and determine corporate goals and objectives relevant to the compensation of the Chief Executive Officer;
|
•
|
review and approve employment agreements, new hire awards or payments, severance agreements and change in control or similar termination agreements for our executive officers; and
|
•
|
administer the Company’s incentive compensation plans (such as our Executive Officer Annual Cash Incentive Plan) and equity-based compensation plans (such as our Equity Plan), including the designation of the employees to whom awards are granted, the amount of awards and the terms and conditions of such awards, subject to the provisions of each plan.
|
Ameris Bancorp
|
Fidelity Southern Corporation
|
Seacoast Banking Corporation of Florida
|
Atlantic Capital Bancshares, Inc.
|
First Bancorp
|
ServisFirst Bancshares, Inc.
|
BNC Bancorp
|
Franklin Financial Network, Inc.
|
Southside Bancshares, Inc.
|
CenterState Banks, Inc.
|
Independent Bank Group, Inc.
|
Stock Yards Bancorp, Inc.
|
City Holding Company
|
Park Sterling Corporation
|
Stonegate Bank
|
Community Trust Bancorp, Inc.
|
Republic Bancorp, Inc.
|
Xenith Bankshares, Inc.
|
Component
|
|
Objective
|
|
Link to Performance
|
|
Fixed or Performance Based
|
|
Short or Long-term
|
Base Salary
|
|
• Attract and retain qualified executives
|
|
Based on each executive’s performance of internal strategic objectives and responsibilities.
|
|
Fixed
|
|
Short-term
|
|
• Provide a measure of income stability to allow executives to focus on execution of our strategic goals
|
|
||||||
Annual Cash Incentive Payments
|
|
• Attract and retain qualified executives
|
|
Earned incentives are 100% based on quantitative performance objectives important to our near term financial success.
|
|
Performance
|
|
Short-term
|
|
• Focus management on achievement of our financial and operational objectives
|
|
|
|
||||
Long-Term Incentive Program
|
|
• Attract and retain qualified executives
|
|
Awards granted in 2015 will vest only if pre-established performance targets are met and the executive continues service with the Company.
|
|
Performance
|
|
Long-term
|
|
• Align executive and shareholder goals by providing management with a direct interest in our future success
|
|
||||||
|
• Reward achievement of sustained long-term performance while providing adequate exposure to equity performance risk
|
|
Name
|
|
2016 Base Salary ($)
|
|
2017 Base Salary ($)
|
|
Percent Change from 2016 Base Salary
|
|
J. Thomas Wiley Jr.
|
|
475,000
|
|
500,000
|
|
5
|
%
|
Sheila E. Ray
|
|
300,000
|
|
325,000
|
|
8
|
%
|
Remer Y. Brinson III
|
|
336,000
|
|
340,000
|
|
1
|
%
|
Kim M. Childers
|
|
375,000
|
|
390,000
|
|
4
|
%
|
Joseph W. Evans
|
|
500,000
|
|
350,000
|
|
(30
|
)%
|
Bradford L. Watkins
|
|
300,000
|
|
310,000
|
|
3
|
%
|
Name
|
|
Threshold
|
|
Threshold Incentive Payment ($)
|
|
Target
|
|
Target Incentive Payment ($)
|
|
Stretch
|
|
Stretch Incentive Payment ($)
|
|||
J. Thomas Wiley Jr.
|
|
25
|
%
|
|
125,000
|
|
50
|
%
|
|
250,000
|
|
75
|
%
|
|
375,000
|
Sheila E. Ray
|
|
17.5
|
%
|
|
56,875
|
|
35
|
%
|
|
113,750
|
|
52.5
|
%
|
|
170,625
|
Remer Y. Brinson III
|
|
25
|
%
|
|
85,000
|
|
50
|
%
|
|
170,000
|
|
75
|
%
|
|
255,000
|
Kim M. Childers
|
|
25
|
%
|
|
97,500
|
|
50
|
%
|
|
195,000
|
|
75
|
%
|
|
292,500
|
Joseph W. Evans
(1)
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
Bradford L. Watkins
|
|
25
|
%
|
|
77,500
|
|
50
|
%
|
|
155,000
|
|
75
|
%
|
|
232,500
|
|
|
|
|
|
(1)
|
Effective June 1, 2017, under his amended and restated employment agreement, Mr. Evans is no longer eligible to participate in our annual cash incentive plan.
|
|
|
|
|
Performance Objective Levels
|
||||||||
Performance Objectives
|
|
Assigned Weight For Performance Objectives
|
|
Threshold ($)
|
|
Target ($)
|
|
Stretch ($)
|
||||
Achieve Adjusted Revenue
(1)
|
|
30
|
%
|
|
158,839
|
|
|
186,870
|
|
|
224,244
|
|
Grow Fourth Quarter Average Deposit Transaction Account Balances
(2)
|
|
20
|
%
|
|
3,298,599
|
|
|
3,317,800
|
|
|
3,343,402
|
|
Grow Fourth Quarter Average Loan Balance
(3)
|
|
10
|
%
|
|
2,881,519
|
|
|
2,918,802
|
|
|
2,968,511
|
|
Achieve Expense Ratio
(4)
|
|
20
|
%
|
|
2.35
|
%
|
|
2.00
|
%
|
|
1.67
|
%
|
Asset Quality
(5)
|
|
|
|
|
|
|
|
|
||||
Classified Assets as a Percent of Risk Based Capital at or Below 25.0%
(6)(7)
|
|
10
|
%
|
|
No
|
|
|
Yes
|
|
|
n/a
|
|
Net Charge-offs at or Below .40%
(8)
|
|
10
|
%
|
|
No
|
|
|
Yes
|
|
|
n/a
|
|
Total
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Adjusted revenue is defined as the pre-provision net interest income and non-interest income, including gains and losses on loans held-for-sale, while excluding (a) accretion income on the January 1, 2017 purchased credit impaired loan portfolio, (b) gains and losses from the sale of assets (other than loans held-for-sale), including securities and (c) other additional revenues from strategic decisions approved by the board of directors but not included in the annual budget.
|
(2)
|
This performance objective represents a 4% increase in fourth quarter 2017 average total deposits as compared to the fourth quarter of 2016, excluding an increase in deposits resulting from volatile large depositors, such as municipalities or deposit accounts originated from financial institutions acquired in 2017.
|
(3)
|
This performance objective represents a 9.3% increase in fourth quarter 2017 average loan balances as compared to the fourth quarter of 2016.
|
(4)
|
This performance objective is calculated by subtracting noninterest income from noninterest expense and dividing such total by total average assets. Noninterest expense excludes net cost of operations of other real estate owned and collections of loans, one time severance accruals, merger related costs or other costs related to strategic decisions approved by the board of directors but not included in the annual budget. Noninterest income excludes income related to strategic decisions approved by the board of directors but not included in the annual budget.
|
(5)
|
Credit metrics exclude purchased credit impaired loans.
|
(6)
|
Classified assets include assets listed as substandard, doubtful or loss.
|
(7)
|
This performance objective is based on the average quarterly results as determined by dividing the sum of each quarter-end’s classified assets or nonperforming assets, as applicable, as a percent of risk based capital or total assets, as applicable, by four.
|
(8)
|
The target amount is determined based on the 2017 year-end balance of net charge-offs.
|
Performance Objective
|
|
Performance Level Achieved
|
|
Performance Level Earned
|
|
Actual Results
|
||
Revenue
|
|
Between Target and Stretch
|
|
Between Target and Stretch
|
|
|
$189,065
|
|
Deposit Growth
|
|
Stretch
|
|
Target
|
|
|
$3,947,619
|
|
Loan Growth
|
|
Stretch
|
|
Target
|
|
|
$3,413,554
|
|
Expense Ratio
|
|
Between Threshold and Target
|
|
Between Threshold and Target
|
|
2.15%
|
|
|
Classified Assets as Percent of Risk Based Capital at or Below 25.0%
|
|
Target
|
|
Target
|
|
Yes
|
|
|
Net Charge-offs at or Below .40%
|
|
Target
|
|
Target
|
|
Yes
|
|
|
Negative Adjustment of Subjective Performance Factors
(1)
|
|
None
|
|
—
|
|
—
|
|
|
|
|
|
(1)
|
The subjective performance factors considered included customer satisfaction, employee management and development, regulatory standing of the Company, evaluation of merger and acquisition activities, adherence to policies and procedures and the maintenance of high ethical standards.
|
Participant Name
|
|
Actual Award ($)
|
|
Percentage of Target Incentive Payment Achieved
|
|
J. Thomas Wiley, Jr.
|
|
241,525
|
|
96.6
|
%
|
Shelia E. Ray
|
|
109,894
|
|
96.6
|
%
|
Remer Y. Brinson III
|
|
164,237
|
|
96.6
|
%
|
Kim M. Childers
|
|
188,389
|
|
96.6
|
%
|
Bradford L. Watkins
|
|
144,915
|
|
96.6
|
%
|
•
|
to encourage management to continue in the long-term service of the Company;
|
•
|
to give management a more direct interest in the future success of the operations of the Company;
|
•
|
to attract outstanding individuals for leadership positions; and
|
•
|
to retain and motivate those individuals by providing awards for superior performance, increase in responsibilities or expansion of roles.
|
|
2015
|
2016
|
2017
|
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023
|
2024
|
AROAA Performance Measure Met
|
Yes
|
Yes
|
Yes
|
|
*
|
*
|
*
|
*
|
*
|
*
|
*
|
MROAA Performance
Measure Met
|
N/A
|
Yes
|
Yes
|
|
*
|
*
|
*
|
*
|
*
|
*
|
*
|
Potential Shares Available to Earn
|
10%
|
10%
|
10%
|
|
10%
|
10%
|
10%
|
10%
|
10%
|
10%
|
10%
|
Actual Shares Earned
|
10%
|
10%
|
10
|
%
|
*
|
*
|
*
|
*
|
*
|
*
|
*
|
Potential Vesting Schedule (if performance criteria are met)
|
0%
|
0%
|
0%
|
|
0%
|
50%
|
10%
|
10%
|
10%
|
10%
|
10%
|
Actual Shares Vested
|
0%
|
0%
|
0%
|
|
*
|
*
|
*
|
*
|
*
|
*
|
*
|
|
|
|
|
|
•
|
not 20% higher than the closing price on the grant date, then the number of award shares that vest will be determined based upon a pro rata percentage equal to the stock’s per share closing price on the date of the change in control over the price per share equal to a 20% increase in share price since the grant date.
|
Name and Principal Position
(1)
|
|
Year
|
|
Salary ($)
|
|
Stock
Awards ($)
(5)
|
|
Non-Equity
Incentive
Plan Compensation ($)
(7)
|
|
Change in
Pension Value
& Nonqualified
Deferred
Compensation
Earnings
($)
(8)
|
|
All
Other
Compensation ($)
|
|
Total
($)
|
||||||
J. Thomas Wiley, Jr.
(2)
|
|
2017
|
|
493,750
|
|
|
—
|
|
|
241,525
|
|
|
—
|
|
|
62,640
(9)
|
|
|
797,915
|
|
Chief Executive Officer of the Company and State Bank, President of the Company, Vice Chairman of the Company and State Bank
|
|
2016
|
|
468,750
(4)
|
|
|
—
|
|
|
220,643
|
|
|
—
|
|
|
51,890
|
|
|
741,283
(4)
|
|
|
2015
|
|
440,000
|
|
|
1,065,120
(6)
|
|
|
268,563
|
|
|
—
|
|
|
35,330
|
|
|
1,809,013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sheila E. Ray
|
|
2017
|
|
318,750
|
|
|
—
|
|
|
109,894
|
|
|
—
|
|
|
44,158
(9)
|
|
|
472,802
|
|
Chief Financial Officer & Corporate Secretary of the Company and State Bank, Chief Operating Officer of the Company
|
|
2016
|
|
287,500
|
|
|
—
|
|
|
97,547
|
|
|
—
|
|
|
33,410
|
|
|
418,457
|
|
|
2015
|
|
250,000
|
|
|
684,720
(6)
|
|
|
104,441
|
|
|
—
|
|
|
24,020
|
|
|
1,063,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Remer Y. Brinson III
|
|
2017
|
|
339,000
|
|
|
—
|
|
|
164,237
|
|
|
82,749
|
|
|
87,182
(9)
|
|
|
673,168
|
|
President of State Bank, Executive Vice President of the Company
|
|
2016
|
|
336,000
|
|
|
—
|
|
|
156,076
|
|
|
69,574
|
|
|
76,423
|
|
|
638,073
|
|
|
2015
|
|
336,000
|
|
|
684,720
(6)
|
|
|
206,539
|
|
|
58,957
|
|
|
67,776
|
|
|
1,353,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Kim M. Childers
|
|
2017
|
|
386,250
|
|
|
—
|
|
|
188,389
|
|
|
—
|
|
|
70,007
(9)
|
|
|
644,646
|
|
Executive Risk Officer & Vice Chairman of the Company and State Bank
|
|
2016
|
|
371,250
(4)
|
|
|
—
|
|
|
174,192
|
|
|
—
|
|
|
59,791
|
|
|
605,233
(4)
|
|
|
2015
|
|
360,000
|
|
|
1,065,120
(6)
|
|
|
214,850
|
|
|
—
|
|
|
40,662
|
|
|
1,680,632
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Joseph W. Evans
(2)
|
|
2017
|
|
412,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,522
(9)
|
|
|
470,022
|
|
Chairman of the Company and State Bank
|
|
2016
|
|
500,000
|
|
|
—
|
|
|
232,256
|
|
|
—
|
|
|
70,746
|
|
|
803,002
|
|
|
2015
|
|
490,000
|
|
|
1,255,320
(6)
|
|
|
298,403
|
|
|
—
|
|
|
47,922
|
|
|
2,101,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bradford L. Watkins
(3)
|
|
2017
|
|
307,500
|
|
|
—
|
|
|
144,915
|
|
|
—
|
|
|
81,202
(9)
|
|
|
533,617
|
|
Managing Director of the Commercial Finance Group of State Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Reflects current principal positions.
|
(2)
|
Effective June 1, 2017, Mr. Wiley was appointed as Chief Executive Officer of the Company.
|
(3)
|
Because Mr. Watkins did not become a named executive officer until 2017, we have only included his compensation for 2017.
|
(4)
|
Both the “Salary” column and the “Total” column of our “Summary Compensation Table” in our 2017 proxy statement contained an error which omitted a salary increase of $25,000 for Mr. Wiley and $15,000 for Mr. Childers for the year ended December 31, 2016. These increases were awarded for performance and expansion of responsibilities in each of their roles. We have corrected these omissions in this Proxy Statement.
|
(5)
|
The amounts shown in this column reflect the aggregate grant date fair value of the restricted stock awards computed in accordance with FASB ASC Topic 718. Assumptions made in the valuation of awards can be found in Note 16 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. For the year ended December 31, 2015, the amounts shown are not an indication of actual compensation received but rather the maximum potential compensation (based on the grant date fair value of the restricted stock awards) if all performance and service requirements are met over the entire ten-year vesting period.
|
(6)
|
On February 11, 2015, the Independent Directors Committee granted shares of restricted stock, which vest over a ten year period, with no shares vesting until at least December 31, 2019 (subject to certain exceptions). For further discussion of the 2015 restricted stock grants, see “
Compensation Discussion and Analysis—Long-Term Incentive Program
” above and “
Potential Payments Upon Termination or Change in Control—Restricted Stock Agreements
” below.
|
(7)
|
See “
Compensation Discussion and Analysis—Annual Cash Incentive Payments
” above for a description of how the Independent Directors Committee determined the incentive payments awarded to Mr. Wiley, Ms. Ray, Mr. Brinson, Mr. Childers and Mr. Watkins.
|
(8)
|
For 2017, this amount represents the aggregate change in the actuarial present value of vested benefits accrued to Mr. Brinson under the SERP from our measurement dates used for our 2017 consolidated financial statements. For 2015, this amount represents the aggregate change in the actuarial present value of vested benefits accrued to Mr. Brinson under the SERP measured using the actuarial present value of Mr. Brinson’s accumulated vested benefit under the SERP on January 1, 2015, immediately following our acquisition of Georgia-Carolina Bancshares, as compared to the accumulated vested benefit under the SERP at December 31, 2015. See the section titled “
Supplemental Executive Retirement Plan
” and the “
Pension Benefits for 2017
” table below for more information.
|
(9)
|
Amounts in this column include the following for 2017:
|
•
|
Mr. Wiley: 401(k) matching contributions of $24,000 and cash dividends related to restricted stock grants of $38,640;
|
•
|
Ms. Ray: 401(k) matching contributions of $23,998 and cash dividends related to restricted stock grants of $20,160;
|
•
|
Mr. Brinson: 401(k) matching contributions of $24,000, cash dividends related to restricted stock grants of $20,160, aggregate perquisites of $42,900, of which $42,000 related to reimbursements of housing expenses in Atlanta and $900 related to the reimbursement of cell phone charges, and life insurance premiums of $122;
|
•
|
Mr. Childers: 401(k) matching contributions of $24,000, life insurance premiums of $2,460 and cash dividends related to restricted stock grants of $43,547;
|
•
|
Mr. Evans: cash dividends related to restricted stock grants of $51,142 and life insurance premiums of $6,380; and
|
•
|
Mr. Watkins: 401(k) matching contributions of $22,332, cash dividends related to restricted stock grants of $32,970 and aggregate perquisites of $25,900, of which $25,000 related to a charitable contribution made in the name of Mr. Watkins and $900 related to the reimbursement of cell phone charges.
|
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
(1)
|
||||
Name
|
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
J. Thomas Wiley, Jr.
|
|
100,000
|
|
250,000
|
|
350,000
|
Sheila E. Ray
|
|
45,500
|
|
113,750
|
|
159,250
|
Remer Y. Brinson III
|
|
68,000
|
|
170,000
|
|
238,000
|
Kim M. Childers
|
|
78,000
|
|
195,000
|
|
273,000
|
Joseph W. Evans
(2)
|
|
—
|
|
—
|
|
—
|
Bradford L. Watkins
|
|
60,000
|
|
150,000
|
|
210,000
|
|
|
|
|
|
(1)
|
For each named executive officer, amounts reported represent the potential payouts pursuant to our Incentive Plan, with all payments subject to achievement of Company performance objectives and subject to negative discretion as discussed in “
Compensation Discussion and Analysis—Annual Cash Incentive Payments
.” Actual amounts earned by each named executive officer are included in the column titled “
Non-Equity Incentive Plan Compensation
” of the “
Summary Compensation Table
” above.
|
(2)
|
Effective June 1, 2017, under his amended and restated employment agreement, Mr. Evans is no longer eligible to participate in our annual cash incentive plan.
|
Name
|
|
Stock Awards
|
|||||||
|
Number of Shares or
Units of Stock That Have
Not Vested (#)
|
|
Market Value of Shares
or Units of Stock That
Have Not Vested ($)
(6)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(6)
|
||
J. Thomas Wiley, Jr.
|
|
29,800
(1)
|
|
889,232
|
|
|
39,200
(7)
|
|
1,169,728
|
Sheila E. Ray
|
|
10,800
(2)
|
|
322,272
|
|
|
25,200
(7)
|
|
751,968
|
Remer Y. Brinson III
|
|
10,800
(2)
|
|
322,272
|
|
|
25,200
(7)
|
|
751,968
|
Kim M. Childers
|
|
34,738
(3)
|
|
1,036,582
|
|
|
39,200
(7)
|
|
1,169,728
|
Joseph W. Evans
|
|
41,300
(4)
|
|
1,232,392
|
|
|
46,200
(7)
|
|
1,378,608
|
Bradford L. Watkins
|
|
19,800
(5)
|
|
590,832
|
|
|
25,200
(7)
|
|
751,968
|
(1)
|
Represents the following shares of unvested restricted stock granted to Mr. Wiley:
|
•
|
6,000 shares that vest on July 24, 2018 and 7,000 shares that vest on July 29, 2019, provided that (a) Mr. Wiley remains in our employment through that date, (b) vesting will be accelerated upon Mr. Wiley’s death or disability or upon a change in control of the Company as defined in the Equity Plan and (c) if Mr. Wiley retires, these shares will vest six months following his retirement; and
|
•
|
16,800 shares for which the performance conditions have been met under the 2015 restricted stock agreements and for which vesting has accrued, provided that (a) Mr. Wiley remains employed through December 31, 2019 and (b) vesting will be accelerated upon Mr. Wiley’s death, permanent disability or voluntary termination without cause.
|
(2)
|
Represents 10,800 shares of unvested shares of restricted stock granted for which the performance conditions have been met under the 2015 restricted stock agreements and for which vesting has accrued, provided that (a) the executive remains employed through December 31, 2019 and (b) vesting will be accelerated upon the executive’s death, permanent disability or involuntary termination without cause.
|
(3)
|
Represents the following shares of unvested restricted stock granted to Mr. Childers:
|
•
|
10,938 shares that vest on July 24, 2018 and 7,000 shares that vest on July 29, 2019, provided that (a) Mr. Childers remains in our employment through that date, (b) vesting will be accelerated upon Mr. Childers’s death or disability or upon a change in control of the Company as defined in the Equity Plan and (c) if Mr. Childers retires, these shares will vest six months following such retirement; and
|
•
|
16,800 shares for which the performance conditions have been met under the 2015 restricted stock agreements and for which vesting has accrued, provided that (a) Mr. Childers remains employed through December 31, 2019 and (b) vesting will be accelerated upon Mr. Childers’ death, permanent disability or voluntary termination without cause.
|
(4)
|
Represents the following shares of unvested restricted stock granted to Mr. Evans:
|
•
|
12,500 that vest on July 24, 2018 and 9,000 shares that vest on July 29, 2019, provided that (a) Mr. Evans remains in our employment through that date, (b) vesting will be accelerated upon Mr. Evans’s death or disability or upon a change in control as defined in the Equity Plan and (c) if Mr. Evans retires, these shares will vest six months following his retirement; and
|
•
|
19,800 shares for which the performance conditions have been met under the 2015 restricted stock agreements and for which vesting has accrued, provided that (a) Mr. Evans remains employed through December 31, 2019 and (b) vesting will be accelerated upon Mr. Evans’ death, permanent disability or voluntary termination without cause.
|
•
|
4,000 shares that vest on July 24, 2018 and 5,000 shares that vest on July 29, 2019, provided that (a) Mr. Watkins remains in our employment through that date, (b) vesting will be accelerated upon Mr. Watkins’ death or disability or upon a change in control of the Company as defined in the Equity Plan and (c) if Mr. Watkins retires, these shares will vest six months following his retirement; and
|
•
|
10,800 shares for which the performance conditions have been met under the 2015 restricted stock agreements and for which vesting has accrued, provided that (a) Mr. Watkins remains employed through December 31, 2019 and (b) vesting will be accelerated upon Mr. Watkin’s death, permanent disability or voluntary termination without cause.
|
(7)
|
Represents restricted shares granted in 2015 that vest over a ten-year period, subject to both the achievement of pre-established performance targets and the officer’s continued service with the Company, with no shares vesting until at least December 31, 2019. For the first five years (2015 through 2019), officers can accrue up to 10% of restricted stock for vesting annually, if the performance targets and service requirements are met. Thereafter, 10% of the remaining shares will vest on December 31 over the remaining five years (2020 through 2024), subject to both achievement of the performance targets and service requirements. Only those shares that have not accrued for vesting based on the achievement of the annual performance targets are included in this
|
Name
|
|
Number of Shares Acquired on Vesting
|
|
Value Realized on Vesting ($)
(1)
|
||
Kim M. Childers
|
|
5,100
|
|
|
141,729
|
|
Joseph W. Evans
|
|
5,100
|
|
|
141,729
|
|
Bradford L. Watkins
|
|
18,500
|
|
|
514,115
|
|
|
|
|
|
|
(1)
|
The value is determined based on the closing market price of a share of our common stock as of the September 20, 2017 vesting date.
|
Plan Category
|
|
Number of securities to
be issued upon exercise of outstanding options, warrants and rights |
|
Weighted-average
exercise price of outstanding options, warrants and rights |
|
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||
|
|
(a)
|
|
(b)
|
|
(c)
|
|||
Equity compensation plans approved by security holders
(1)
|
|
—
|
|
|
—
|
|
|
1,759,651
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
—
|
|
|
—
|
|
|
1,759,651
|
|
|
|
|
|
|
(1)
|
Consists solely of awards granted under our Equity Plan.
|
•
|
Mr. Brinson is terminated without “cause” by the Company or Mr. Brinson terminates his employment with the Company for “good reason” (each as defined in the SERP), with payments commencing when he reaches age 65; or
|
•
|
Mr. Brinson dies or incurs a “disability” (as defined in the SERP), while still employed with the Company, with payments commencing immediately.
|
Pension Benefits for 2017
|
|||||||||
Name
|
|
Plan Name
|
|
Number of Years Credited Service (#)
(1)
|
|
Present Value of Accumulated Benefit ($)
(2)
|
|
Payments During Last Fiscal Year ($)
|
|
Remer Y. Brinson III
|
|
Supplemental Executive Retirement Plan
|
|
10.2
|
|
1,158,726
|
|
—
|
|
|
|
|
|
|
•
|
an annual incentive payment, with a target incentive amount of 50% of the executive’s base salary, and may also participate in the Company’s equity incentive programs;
|
•
|
benefits available to senior executives of the Company, including business and professional association reimbursements and paid vacation; and
|
•
|
an annual base salary that is to be reviewed at least annually by the Independent Directors Committee and the Company, and the officer will be entitled to any increases in base salary determined by the committee.
|
•
|
is eligible for an annual incentive payment, with a target incentive amount of 35% of base salary for Ms. Ray and 50% of base salary for Mr. Brinson; and
|
•
|
is entitled to participate in our incentive, retirement, health, dental, welfare and other benefit plans and programs applicable to employees generally.
|
Term
|
|
Definition
|
“Change in Control”
is deemed to occur, in general, if:
|
|
• a person or group of persons acquires 30% or more of the Company’s common stock;
|
|
• within any twelve-month period, individuals who, at the beginning of such period, are directors of the Company cease to constitute at least a majority of the board of directors (with certain exceptions provided, including that 2/3 of the incumbent directors may approve or recommend election of a non-incumbent director);
|
|
|
• our shareholders approve a reorganization, merger or consolidation of the Company with respect to which shareholders of the Company immediately before such reorganization, merger or consolidation do not immediately thereafter own more than 50% of the combined voting power of the surviving entity; or
|
|
|
• the sale, transfer or assignment of all or substantially all of the assets of the Company and its subsidiaries to any third party.
|
|
“Cause”
is generally defined to mean the following with respect to termination of the officer by State Bank and the Company:
|
|
• a material breach of the terms of employment by the officer;
|
|
• conduct by the officer that constitutes fraud, dishonesty, gross malfeasance of duty or conduct grossly inappropriate to the officer’s office and is demonstrably likely to lead to material injury to the Company and State Bank or which results in direct or indirect personal enrichment of the officer, as confirmed by a vote of the board of directors following written notice and an opportunity to be heard by the board of directors;
|
|
|
• conduct resulting in the conviction of the officer of a felony; or
|
|
|
• conduct that results in the permanent removal of the officer from his position as an officer of the Company or State Bank under a written order by any regulatory agency.
|
|
“Cause”
is generally defined to mean the following with respect to termination by the officer:
(1)
|
|
• with respect to Mr. Wiley's and Mr. Childers' agreements only, a material diminution in the powers, responsibilities, duties or total compensation of the officer;
|
|
• failure of the board to maintain the officer’s appointment to his role as officer of the Company or State Bank, failure of the shareholders of the Company or State Bank to elect the officer as a director of the Company or State Bank, or, with respect to Mr. Evans, failure of the board to maintain his reporting structure to the board;
|
|
|
• with respect to Mr. Wiley's and Mr. Childers' agreements only, the Company's and State Bank's non-renewal of the employment agreement;
or
|
|
|
• our material breach of the employment agreement.
|
|
“Permanent Disability”
is generally defined as:
|
|
• a condition providing for payments under any long-term disability coverage provided by the Company and State Bank or in the absence of such coverage, when the officer is unable to perform the material aspects of his duties for at least 180 days.
|
|
|
|
|
|
(1)
|
With respect to termination by the officer for cause, the officer must give 30 days’ written notice to us, other than for failure of the board of directors to maintain the officer’s appointment or non-renewal of the employment agreement.
|
Termination Event
|
|
Severance Payment
|
Change in Control (plus voluntary termination by the officer for any reason)
(1)
|
|
• A payment equal to (a) the greater of (x) his current annual base salary divided by 12 or (y) his average monthly compensation; (b) multiplied by the number of months from the effective date of his termination through the unexpired portion of the term of the employment agreement or, if greater, 24; and
|
|
• An amount equal to the cost of COBRA health continuation coverage for the officer and his eligible dependents for the longer of (a) the unexpired portion of the term of the employment agreement, (b) 24 months or (c) the period during which the officer and his eligible dependents are entitled to COBRA health continuation coverage.
|
|
Termination by the officer for “Cause” or by the Company without “Cause”
(1)
|
|
• A payment equal to the greater of (x) his current annual base salary divided by 12, or (y) his average monthly compensation; multiplied by 12; and
|
|
• An amount equal to the cost of COBRA health continuation coverage costs for the officer and his eligible dependents for the longer of 12 months or the period during which the officer and his eligible dependents are entitled to COBRA health continuation coverage from the Company and State Bank.
|
|
Permanent Disability
(1)(2)
|
|
A payment equal to his average monthly compensation for each full month until long term disability payments become payable, or if longer, 6 months.
|
(1)
|
For purposes of these calculations, “average monthly compensation” means: (a) the sum of (x) the officer’s then current annual base salary plus (y) his most recent annual incentive payment or, if greater, his average incentive payment for the three prior years; (b) divided by 12.
|
(2)
|
The employment agreements provide for automatic termination of the agreement upon death or permanent disability.
|
Termination Event
|
|
Severance Payment
|
Change in Control (plus termination by the officer for “Cause” or by the Company without “Cause”)
|
|
• A payment equal to his current annual base salary divided by 12 and multiplied by the number of months from his termination date through the unexpired term of the agreement (or if greater, 24); and
|
|
• An amount equal to the cost of COBRA health continuation coverage for him and his eligible dependents for the longer of (a) the unexpired portion of the term of the employment agreement, (b) 24 months or (c) the period during which he and his eligible dependents are entitled to COBRA health continuation coverage.
|
|
Termination by the officer for “Cause” or by the Company without “Cause”
|
|
• A payment equal to his annual base salary; and
|
|
• An amount equal to the cost of COBRA health continuation coverage costs for him and his eligible dependents for the longer of 12 months or the period during which he and his eligible dependents are entitled to COBRA health continuation coverage from the Company and State Bank.
|
|
Expiration of the Term of the Employment Agreement
|
|
• A payment equal to his annual base salary; and
|
|
• An amount equal to the cost of COBRA health continuation coverage costs for him and his eligible dependents for the longer of 12 months or the period during which he and his eligible dependents are entitled to COBRA health continuation coverage from the Company and State Bank.
|
|
Permanent Disability
(1)
|
|
A payment equal to his annual base salary divided by 12 for each full month until long term disability payments become payable or, if longer, 6 months.
|
(1)
|
The employment agreement provides for automatic termination of the agreement upon death or permanent disability.
|
•
|
the Company and State Bank terminates the officer’s employment without “cause;” or
|
•
|
the officer terminates his employment for “cause.”
|
Officer
|
|
“Double Trigger” Severance Benefits
|
Sheila E. Ray
|
|
One times the average of her base salary over the last three full fiscal years (or her average annualized base salary for such shorter period of time as she has been employed by State Bank)
|
Remer Y. Brinson III
|
|
Two times the average of his base salary over the last three full fiscal years (or his average annualized compensation for such shorter period of time as he has been employed by First Bank of Georgia or State Bank)
|
Bradford L. Watkins
|
|
One times the average of his base salary over the last three full fiscal years (or his average annualized base salary for such shorter period of time as he has been employed by State Bank)
|
Term
|
|
Definition
|
“Change in Control”
is deemed to occur, in general, if:
(1)
|
|
• a person or group of persons acquires voting securities of the Company or State Bank, if, after the transaction such person or group or persons owns, controls or holds more than 51% (or with respect to Mr. Brinson's agreement, 50%) of any class of voting securities of the Company or State Bank;
|
|
• the approval by the shareholders of State Bank or the Company of a reorganization, merger or consolidation, with respect to which persons who were the shareholders of State Bank or the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power of the surviving entity;
|
|
|
• the sale, transfer or assignment of all or substantially all of the assets of State Bank or the Company and its subsidiaries to any third party; or
|
|
|
• with respect to Mr. Brinson's and Mr. Watkins' agreements only, within any twelve-month period, individuals who, at the beginning of such period, are directors of the Company (or with respect to Mr. Watkins' agreement, directors of State Bank) cease to constitute at least a majority of the board of directors (with certain exceptions provided, including that 2/3 of the incumbent directors may approve or recommend election of a non-incumbent director).
|
|
“Good Reason”
(2)
is generally defined as:
|
|
• a material diminution in the officer's compensation, duties and responsibilities; or
|
|
• the transfer of the officer's current location to another location more than 30 miles away.
|
|
“Cause”
is generally defined as:
|
|
• conduct that constitutes fraud, dishonesty, gross malfeasance of duty or conduct grossly inappropriate to the office of the officer and is demonstrably likely to lead to material injury to State Bank or which resulted or was intended to result in the officer's direct or indirect gain or personal enrichment;
|
|
• conduct resulting in the officer's conviction of a felony or any crime involving dishonesty, moral turpitude, theft or fraud;
|
|
|
• a material breach of the officer's obligations under the separation agreement;
|
|
|
• an intentional breach by the officer of any of State Bank’s policies and procedures;
|
|
|
• with respect to Ms. Ray's and Mr. Watkins' agreements only, performance in job duties which results in the officer not attaining pre-determined performance goals and objectives;
|
|
|
• the failure of the officer to perform assigned duties or to follow reasonable instructions from the officer's supervisor; or
|
|
|
• conduct which results in the officer's permanent removal as an officer or employee of State Bank pursuant to a written order by any regulatory agency with authority or jurisdiction over State Bank.
|
|
|
|
|
|
(1)
|
With respect to Mr. Watkins separation agreement, a “change in control” is only deemed to have occurred in relation to a change in control of State Bank. Accordingly, any references above to change in ownership or structure of the Company are not applicable to Mr. Watkins.
|
(2)
|
With respect to termination by an officer for good reason, the officer must notify State Bank within 90 days following his or her knowledge of the existence of the event that constitutes good reason.
|
Name
|
|
Scenario
|
|
Cash Severance
($)
(1)
|
|
Restricted Stock
Vesting
($)
(2)
|
|
Benefits
($)
(3)
|
|
Total
($)
|
|||
J. Thomas Wiley, Jr.
|
|
Termination by Executive for Cause
|
|
743,577
|
|
|
—
|
|
|
38,029
|
|
|
781,606
|
|
|
Termination by Company without Cause
|
|
743,577
|
|
|
500,312
(7)
|
|
|
38,029
|
|
|
1,281,918
|
|
|
Change in Control (Voluntary Termination of Employment)
(4)
|
|
2,230,731
(5)
|
|
|
2,058,960
(8)
|
|
|
76,057
|
|
|
4,365,748
|
|
|
Change in Control (Termination of Employment by Employer without Cause or by Employee for Cause)
(4)
|
|
2,230,731
(5)
|
|
|
2,058,960
(8)
|
|
|
76,057
|
|
|
4,365,748
|
|
|
Permanent Disability
|
|
371,789
|
|
|
889,232
(9)
|
|
|
—
|
|
|
1,261,021
|
|
|
Death
|
|
—
|
|
|
889,232
(9)
|
|
|
—
|
|
|
889,232
|
Kim M. Childers
|
|
Termination by Executive for Cause
|
|
582,477
|
|
|
—
|
|
|
29,677
|
|
|
612,154
|
|
|
Termination by Company without Cause
|
|
582,477
|
|
|
500,312
(7)
|
|
|
29,677
|
|
|
1,112,466
|
|
|
Change in Control (Voluntary Termination of Employment)
(4)
|
|
1,747,431
(5)
|
|
|
2,206,310
(8)
|
|
|
59,354
|
|
|
4,013,095
|
|
|
Change in Control (Termination of Employment by Employer without Cause or by Employee for Cause)
(4)
|
|
1,747,431
(5)
|
|
|
2,206,310
(8)
|
|
|
59,354
|
|
|
4,013,095
|
|
|
Permanent Disability
|
|
291,239
|
|
|
1,036,582
(9)
|
|
|
—
|
|
|
1,327,821
|
|
|
Death
|
|
—
|
|
|
1,036,582
(9)
|
|
|
—
|
|
|
1,036,582
|
Joseph W. Evans
|
|
Termination by Executive for Cause
|
|
350,000
|
|
|
—
|
|
|
44,108
|
|
|
394,108
|
|
|
Termination by Company without Cause
|
|
350,000
|
|
|
590,832
(7)
|
|
|
44,108
|
|
|
984,940
|
|
|
Change in Control (Voluntary Termination of Employment)
|
|
—
|
|
|
2,611,000
(8)
|
|
|
—
|
|
|
2,611,000
|
|
|
Change in Control (Termination of Employment by Employer without Cause or by Employee for Cause)
(4)
|
|
845,833
(6)
|
|
|
2,611,000
(8)
|
|
|
71,064
|
|
|
3,527,897
|
|
|
Permanent Disability
|
|
175,000
|
|
|
1,232,392
(9)
|
|
|
—
|
|
|
1,407,392
|
|
|
Death
|
|
—
|
|
|
1,232,392
(9)
|
|
|
—
|
|
|
1,232,392
|
|
|
|
|
|
(1)
|
As it relates to the amounts for Mr. Wiley and Mr. Childers, such payments are based on average monthly compensation as determined by dividing the sum of the officer’s current base salary and the average of incentive payments paid over the three most recent years by 12.
|
(2)
|
The value is based on the closing market price of a share of our common stock on December 29, 2017.
|
(3)
|
The COBRA health continuation coverage rate for an employee and family (based on each employee’s age) in effect at December 31, 2017 was multiplied by the number of months over which the amount would be paid.
|
(4)
|
Upon the named executive officer’s termination of employment on account of a change in control under the terms of the employment agreement, the amounts reported could be reduced if such reduced amount would provide a greater value to the named executive officer after taking into account Code Section 4999 excise taxes and other taxes. For purposes of this table, only the maximum amounts are shown.
|
(5)
|
The remaining term of the employment agreement used is three years assuming that no notice of non-renewal has been given by either party.
|
(6)
|
The remaining term of the employment agreement used is 29 months.
|
(7)
|
No shares vest under the service-based restricted stock agreements if we terminate the executive without cause. Under the 2015 restricted stock agreements, if we terminate an executive without cause, the number of shares subject to vesting under the agreement as of the most recently completed fiscal quarter will vest as determined on a pro-rated basis. At December 31, 2017, the Company met the AROAA target set forth in the restricted stock agreement and, therefore, an additional 10% of each executive’s restricted shares accrued for vesting on December 31, 2017 for a total of 30% of each executive’s restricted share award having accrued for vesting. The following number of shares would have vested on a termination without cause on such date: Mr. Wiley–16,800 shares; Mr. Childers–16,800 shares; and Mr. Evans–19,800 shares.
|
(8)
|
Represents full vesting of all service-based restricted shares on a change in control regardless of whether the executive voluntarily terminates his employment. Under the 2015 restricted stock agreements, if the closing price of our stock on the date of the change in control is 20% higher than the per share closing price of our stock on the February 11, 2015 grant date, all shares will vest, regardless of whether the executive voluntarily terminates his employment. If, however, the per share closing price of our stock on the date of the change in control is not 20% higher than our per share closing price on the February 11, 2015 grant date, the number of shares that vest on a change in control is determined based on a pro-rata percentage equal to the per share closing price on the date of the change in control over the price per share equal to a 20% increase in share price since the grant date, regardless of whether the executive voluntarily terminates his employment. On December 29, 2017, the closing price per share of our common stock was 44.29% higher than the stock’s per share closing price on February 11, 2015. Therefore, under the 2015 restricted stock agreement, all shares would have vested on a change in control in the following amounts: Mr. Wiley–56,000 shares; Mr. Childers–56,000 shares; and Mr. Evans–66,000 shares.
|
(9)
|
Represents full vesting of all service-based shares. Under the 2015 restricted stock agreements, if the executive’s employment is terminated because of death or permanent disability, the number of shares subject to vesting under the agreement as of the most recently completed fiscal quarter will vest as determined on a pro-rated basis. At December 31, 2017, the Company met the AROAA target set forth in the restricted stock agreement and, therefore, an additional 10% of each executive’s restricted shares accrued for vesting on December 31, 2017 for a total of 30% of each executive’s restricted share award having accrued for vesting. The following number of shares would have vested on the executive’s death or permanent disability on such date: Mr. Wiley–16,800 shares; Mr. Childers–16,800 shares; and Mr. Evans–19,800 shares.
|
Name
|
|
Scenario
(1)
|
|
Cash Severance ($)
|
|
Benefits ($)
|
|
Total ($)
|
|
Joseph W. Evans
|
|
End of Term of Employment Agreement
|
|
350,000
|
|
|
44,108
|
|
394,108
|
|
|
|
|
|
(1)
|
Represents termination of the employment agreement due to either (a) termination of employment by Mr. Evans for “cause” or by the Company without “cause” or (b) a change in control followed by termination of Mr. Evans' employment by Mr. Evans for “cause” or by the Company without “cause.”
|
Name
|
|
Scenario
|
|
Cash Severance
($)
(1)
|
|
Restricted Stock
Vesting
($)
|
|
Benefits
($)
(6)
|
|
Total
($)
|
||||
Sheila E. Ray
|
|
Change in Control no termination
|
|
—
|
|
|
1,074,240
(2)
|
|
|
—
|
|
|
1,074,240
|
|
|
|
Change in Control plus termination without “Cause” by the Company
|
|
291,667
|
|
|
1,074,240
(2)
|
|
|
—
|
|
|
1,365,907
|
|
|
|
Change in Control plus termination for “Good Reason” by Executive
|
|
291,667
|
|
|
1,074,240
(2)
|
|
|
—
|
|
|
1,365,907
|
|
|
|
Termination by Executive for “Good Reason”
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Termination by Company without Cause
|
|
—
|
|
|
322,272
(3)
|
|
|
—
|
|
|
322,272
|
|
|
|
Permanent Disability
|
|
—
|
|
|
322,272
(3)
|
|
|
—
|
|
|
322,272
|
|
|
|
Death
|
|
—
|
|
|
322,272
(3)
|
|
|
—
|
|
|
322,272
|
|
Remer Y. Brinson III
|
|
Change in Control no termination
|
|
—
|
|
|
1,074,240
(2)
|
|
|
—
|
|
|
1,074,240
|
|
|
|
Change in Control plus termination without “Cause” by the Company
|
|
674,667
|
|
|
1,074,240
(2)
|
|
|
1,506,037
|
|
|
3,254,944
|
|
|
|
Change in Control plus termination for “Good Reason” by Executive
|
|
674,667
|
|
|
1,074,240
(2)
|
|
|
1,506,037
|
|
|
3,254,944
|
|
|
|
Termination by Executive for “Good Reason”
|
|
—
|
|
|
—
|
|
|
1,506,037
|
|
|
1,506,037
|
|
|
|
Termination by Company without Cause
|
|
—
|
|
|
322,272
(3)
|
|
|
1,506,037
|
|
|
1,828,309
|
|
|
|
Permanent Disability
|
|
—
|
|
|
322,272
(3)
|
|
|
1,506,037
|
|
|
1,828,309
|
|
|
|
Death
|
|
—
|
|
|
322,272
(3)
|
|
|
1,506,037
|
|
|
1,828,309
|
|
|
|
Termination by Executive without “Good Reason”
|
|
—
|
|
|
—
|
|
|
1,158,726
|
|
|
1,158,726
|
|
|
|
Termination by Company for “Cause”
|
|
—
|
|
|
—
|
|
|
1,158,726
|
|
|
1,158,726
|
|
Bradford L. Watkins
|
|
Change in Control no termination
|
|
—
|
|
|
1,342,800
(2)(4)
|
|
|
—
|
|
|
1,342,800
|
|
|
|
Change in Control plus termination without “Cause” by the Company
|
|
278,333
|
|
|
1,342,800
(2)(4)
|
|
|
—
|
|
|
1,621,133
|
|
|
|
Change in Control plus termination for “Good Reason” by Executive
|
|
278,333
|
|
|
1,342,800
(2)(4)
|
|
|
—
|
|
|
1,621,133
|
|
|
|
Termination by Executive for “Good Reason”
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Termination by Company without Cause
|
|
—
|
|
|
322,272
(3)
|
|
|
—
|
|
|
322,272
|
|
|
|
Permanent Disability
|
|
—
|
|
|
590,832
(3)(5)
|
|
|
—
|
|
|
590,832
|
|
|
|
Death
|
|
—
|
|
|
590,832
(3)(5)
|
|
|
—
|
|
|
590,832
|
|
|
|
|
|
|
(1)
|
Based on the average base salary paid over the last three full fiscal years.
|
(2)
|
Under the 2015 restricted stock agreements, if the closing price of our stock on the date of the change in control is 20% higher than the per share closing price of our stock on the February 11, 2015 grant date, all shares will vest (regardless of whether the executive’s employment is terminated for any reason). If, however, the per share
|
(3)
|
Under the 2015 restricted stock agreements, if the executive’s employment is terminated because of death, permanent disability or involuntary termination, the number of shares subject to vesting under the agreement as of the most recently completed fiscal quarter will vest as determined on a pro-rated basis. At December 31, 2017, the Company met the AROAA target set forth in the restricted stock agreement and, therefore, an additional 10% of each executive’s restricted shares accrued for vesting on December 31, 2017 for a total of 30% of each executive’s restricted share award having accrued for vesting. The following number of performance-based restricted shares would have vested on the executive’s death or permanent disability on such date: Ms. Ray—10,800 shares; Mr. Brinson—10,800 shares; and Mr. Watkins—10,800 shares.
|
(4)
|
Represents full vesting of all service-based shares on a change in control regardless of whether Mr. Watkins voluntarily terminates his employment.
|
(5)
|
Represents full vesting of all service-based shares.
|
(6)
|
The figures for Mr. Brinson reflect the present actuarial value of his SERP benefit, which becomes payable upon the listed triggers as set forth in the SERP, which is described in the section titled “
Supplemental Executive Retirement Plan
” above. As of January 1, 2015, the consummation of our merger with Georgia-Carolina Bancshares, Mr. Brinson was 80% vested in his “normal retirement benefit” with the remaining 20% vesting ratably each month until age 65, provided that vesting accelerates immediately if he is terminated without “cause” by the Company or if he terminates his employment with the Company for “good reason,” with payments commencing when he reaches age 65; or if he dies or incurs a “disability” while still employed with the Company, with payments commencing immediately. The “normal retirement benefit” provides an annual payment of $128,000 per year payable from age 65 until death, with a minimum payout of at least 15 years. In the case of disability while employed with the Company and prior to reaching age 65, the Company will pay Mr. Brinson the actuarial equivalent of his normal retirement benefit in five equal annual installments. In the event his death, whether or not employed with the Company and before payments have commenced, Mr. Brinson’s beneficiary(ies) will receive the actuarial equivalent of his normal retirement for a period of ten years. If Mr. Brinson’s employment is terminated for other reasons before he reaches age 65, he will be eligible to receive annual payments of his normal retirement benefit when he reaches age 65, but only to the extent vested as of the date of his termination. There are no special change in control provisions in the SERP.
|
Name
|
|
Death Benefit Following Termination of Employment
($)
(1)
|
|
Death Benefit Following Change in Control or Death During Employment
($)
(2)
|
|
Kim M. Childers
|
|
1,000,000
|
|
|
2,000,000
|
Joseph W. Evans
|
|
2,000,000
|
|
|
2,000,000
|
|
|
|
|
|
(1)
|
This amount reflects the death benefit due upon the executive’s death assuming the executive terminated his full-time employment on December 29, 2017 prior to his death for any reason other than following a change in control of the Company or State Bank.
|
(2)
|
This amount reflects the death benefit due upon the executive’s death (a) during his full-time employment with the Company or State Bank or (b) after termination of his employment following a change in control of the Company or State Bank.
|
Name
|
|
Death Benefit Following Termination of Employment
($)
|
|
Death Benefit
Following
Change in Control ($)
|
|
Death Benefit Prior to Officer’s Termination of Employment ($)
|
||
Remer Y. Brinson III
|
|
—
|
|
|
—
|
|
|
108,000
(1)
|
|
|
|
|
|
(1)
|
This amount reflects the death benefit due upon Mr. Brinson’s death during his full-time employment with the Company or State Bank.
|
•
|
The median of the annual total compensation of all employees of our company (other than our Chief Executive Officer) was $51,995; and
|
•
|
The total annual compensation of our Chief Executive Officer was $797,915, as reported in the Summary Compensation Table on page 41 of this Proxy.
|
1.
|
We identified our median employee based on our employee population as of December 31, 2017, including employees acquired in our acquisition of AloStar.
|
2.
|
To identify the “median employee” from our employee population, we compared the wages of our employees as reflected in our payroll records and reported on Form W-2 for 2017. We identified our median employee using this compensation measure, which was consistently applied to all of our employees included in the calculation.
|
3.
|
Since all of our employees are located in the United States, as is our Chief Executive Officer, we did not make any cost-of-living adjustments in identifying our “median employee.”
|
4.
|
Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2017 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $51,995.
|
5.
|
With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our Summary Compensation Table included in this Proxy Statement and did not adjust this amount given that his compensation was not increased upon his promotion to Chief Executive Officer of the Company.
|
|
|
2017
|
|
2016
|
||||
Audit Fees
|
|
|
$514,500
|
|
|
|
$507,000
|
|
Audit-Related Fees
|
|
33,000
|
|
|
33,000
|
|
||
Tax Fees
|
|
—
|
|
|
—
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
Total
|
|
|
$547,500
|
|
|
|
$540,000
|
|
•
|
signing, dating and returning another proxy with a later date; or
|
•
|
voting in person at the meeting.
|
•
|
any matter about which we did not receive written notice in a reasonable time before we mailed these proxy materials to our shareholders; and
|
•
|
matters incident to the conduct of the meeting.
|
1 Year State Bank Financial Corp.. (delisted) Chart |
1 Month State Bank Financial Corp.. (delisted) Chart |
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