Definitive proxy statements

Pay vs Performance Disclosure

v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended 60 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2025
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table

Pay Versus Performance Disclosure

 

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

 

 

 

 

 

 

   

 

   

 

   

 

   

Value of Initial Fixed $100 Investment based on:

   

 

   

 

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

TSR

   

Peer Group TSR(4)

     

Net Income

(millions)

     Basic Earnings Per Share  

2025

  $2,474,442     $1,344,560     $642,309     $514,316     $192.08     $152.71     $276.6     $5.06  

2024

  2,093,028     2,903,059     498,850     362,285     223.03     143.39     227.2     4.17  

2023

  2,139,984     2,109,738     692,677     736,614     173.07     126.67     206.9     3.80  

2022

  2,612,554     2,634,492     755,359     807,351     175.14     127.17     251.5     4.63  

2021

  2,546,502     3,583,655     962,371     960,478     213.25     136.64     207.7     3.83  

 

 

(1)

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

 

2021 - 2022

2023

2024

2025

Rodney E. Rushing

Rodney E. Rushing

Rodney E. Rushing

Rodney E. Rushing

William M. Foshee

William M. Foshee

William M. Foshee

David A. Sparacio

Henry F. Abbott

Henry F. Abbott

Henry F. Abbott

Henry F. Abbott

 

Kirk Pressley

Kirk Pressley

James H. Harper

   

Edison K. Woodie, III

Edison K. Woodie, III

 

 

(2)

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

 

 

(3)

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

         
PEO Total Compensation Amount $ 2,474,442 $ 2,093,028 $ 2,139,984 $ 2,612,554 $ 2,546,502  
PEO Actually Paid Compensation Amount $ 1,344,560 2,903,059 2,109,738 2,634,492 3,583,655  
Adjustment To PEO Compensation, Footnote

Year

Summary Compensation Table Total for PEO

Exclusion of Stock Awards for PEO

Inclusion of Equity Values for PEO

Compensation Actually Paid to PEO

2025

$2,474,442

$(824,250)

$(305,632)

$1,344,560

 

Year

Average Summary Compensation Table Total for Non-PEO NEOs

Average Exclusion of Stock Awards for Non-PEO NEOs

Average Inclusion of Equity Values for Non-PEO NEOs

Average Compensation Actually Paid to Non-PEO NEOs

2025

$642,309

$(195,636)

$67,643

$514,316

 

 

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

 

Year

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

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

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

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

Total - Inclusion of
Equity Values for PEO

2025

$480,315

$(823,547)

$37,600

$--

$(305,632)

 

Year

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

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

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

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

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

2025

$145,430

$(45,250)

$2,118

$(34,655)

$67,643

 

 

(4)

The Peer Group TSR set forth in this table utilizes the KBW Nasdaq Regional Bank Index (KRX), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year for the Company and in the KBW Nasdaq Regional Bank Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

 

(5)

We determined Basic Earnings Per Share to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025.

         
Non-PEO NEO Average Total Compensation Amount $ 642,309 498,850 692,677 755,359 962,371  
Non-PEO NEO Average Compensation Actually Paid Amount $ 514,316 362,285 736,614 807,351 960,478  
Adjustment to Non-PEO NEO Compensation Footnote

Year

Summary Compensation Table Total for PEO

Exclusion of Stock Awards for PEO

Inclusion of Equity Values for PEO

Compensation Actually Paid to PEO

2025

$2,474,442

$(824,250)

$(305,632)

$1,344,560

 

Year

Average Summary Compensation Table Total for Non-PEO NEOs

Average Exclusion of Stock Awards for Non-PEO NEOs

Average Inclusion of Equity Values for Non-PEO NEOs

Average Compensation Actually Paid to Non-PEO NEOs

2025

$642,309

$(195,636)

$67,643

$514,316

 

 

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

 

Year

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

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

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

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

Total - Inclusion of
Equity Values for PEO

2025

$480,315

$(823,547)

$37,600

$--

$(305,632)

 

Year

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

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

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

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

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

2025

$145,430

$(45,250)

$2,118

$(34,655)

$67,643

 

 

(4)

The Peer Group TSR set forth in this table utilizes the KBW Nasdaq Regional Bank Index (KRX), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year for the Company and in the KBW Nasdaq Regional Bank Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

 

(5)

We determined Basic Earnings Per Share to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025.

         
Compensation Actually Paid vs. Total Shareholder Return

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

 

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

 

 

 

 

 

 

 

 

 

 

paidvstsr.jpg

 

         
Compensation Actually Paid vs. Net Income

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

 

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

 

paidvsnet.jpg

 

 

         
Compensation Actually Paid vs. Company Selected Measure

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

 

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

 

paidvsper.jpg

 

         
Tabular List, Table

Tabular List of Most Important Financial Performance Measures

 

The following table presents the financial performance measures that we consider to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2025 to our performance. The measures in this table are not ranked.

 

 

 
Earnings Per Share

Relative Total Stockholder Return

Loan and Deposit Growth

 
         
Total Shareholder Return Amount $ 192.08 223.03 173.07 175.14 213.25  
Peer Group Total Shareholder Return Amount 152.71 143.39 126.67 127.17 136.64  
Net Income (Loss) $ 276,600,000 $ 227,200,000 $ 206,900,000 $ 251,500,000 $ 207,700,000  
Company Selected Measure Amount 5.06 4.17 3.8 4.63 3.83  
PEO Name           Mr. Broughton
Measure:: 1            
Pay vs Performance Disclosure            
Name Earnings Per Share          
Measure:: 2            
Pay vs Performance Disclosure            
Name Relative Total Stockholder Return          
Measure:: 3            
Pay vs Performance Disclosure            
Name Loan and Deposit Growth          
PEO | Equity Awards Adjustments            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ (305,632)          
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (824,250)          
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 480,315          
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (823,547)          
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 37,600          
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
Non-PEO NEO | Equity Awards Adjustments            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 67,643          
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (195,636)          
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 145,430          
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (45,250)          
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 2,118          
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ (34,655)