| | | | | 2 | | | |
| | | | | 7 | | | |
| | | | | 7 | | | |
| | | | | 7 | | | |
| | | | | 7 | | | |
| | | | | 9 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 15 | | | |
| | | | | 15 | | | |
| | | | | 15 | | | |
| | | | | 15 | | | |
| | | | | 16 | | | |
| | | | | 16 | | | |
| | | | | 17 | | | |
| | | | | 17 | | | |
| | | | | 17 | | | |
| | | | | 18 | | | |
| | | | | 19 | | | |
| | | | | 21 | | | |
| | | | | 25 | | | |
| | | | | 25 | | | |
| | | | | 25 | | | |
| | | | | 25 | | | |
| | | | | 25 | | | |
| | | | | 25 | | | |
| | | | | 26 | | | |
| | | | | 26 | | | |
| | | | | 27 | | | |
| | | | | 27 | | | |
| | | | | 27 | | | |
| | | | | 28 | | | |
| | | | | 29 | | | |
| | | | | 29 | | | |
| | | | | 30 | | | |
| | | | | 30 | | | |
| | | | | 32 | | | |
| | | | | 33 | | | |
| | | | | 35 | | | |
| | | | | 38 | | |
| | | | | 43 | | | |
| | | | | 44 | | | |
| | | | | 44 | | | |
| | | | | 44 | | | |
| | | | | 45 | | | |
| | | | | 45 | | | |
| | | | | 45 | | | |
| | | | | 45 | | | |
| | | | | 46 | | | |
| | | | | 46 | | | |
| | | | | 48 | | | |
| | | | | 49 | | | |
| | | | | 49 | | | |
| | | | | 50 | | | |
| | | | | 50 | | | |
| | | | | 50 | | | |
| | | | | 54 | | | |
| | | | | 56 | | | |
| | | | | 57 | | | |
| Methodology | | | | | 58 | | |
| | | | | 59 | | | |
| | | | | 60 | | | |
| | | | | 62 | | | |
| | | | | 63 | | | |
| | | | | 64 | | | |
| | | | | 65 | | | |
| | | | | 66 | | | |
| | | | | 67 | | | |
| | | | | 67 | | | |
| | | | | 67 | | |
| John Beckworth | | | Fred S. Robertson | |
| Joseph B. Swinbank | | | William E. Wilson, Jr. | |
Name
|
| |
Age
|
| |
Position with the Company and the Bank
|
| |
Director Since
|
|
John Beckworth | | |
65
|
| | Class I Director of the Company | | |
2022(1)
|
|
Fred S. Robertson | | |
73
|
| |
Class I Director of the Company; Director of the Bank
|
| |
2022(1)
|
|
Joseph B. Swinbank | | |
71
|
| |
Class I Director of the Company; Director of the Bank
|
| |
2013
|
|
William E. Wilson, Jr. | | |
67
|
| | Class I Director of the Company | | |
2017
|
|
Name
|
| |
Age
|
| |
Position with the Company and the Bank
|
|
Directors: | | | | | | | |
Jon-Al Duplantier | | |
56
|
| | Class II Director of the Company | |
George Martinez | | |
81
|
| | Class II Director of the Company; Director of the Bank | |
William S. Nichols, III | | |
71
|
| | Class II Director of the Company; Director of the Bank | |
Joe E. Penland, Sr. | | |
72
|
| | Class II Director of the Company | |
John E. Williams, Jr. | | |
68
|
| | Class II Director of the Company | |
Robert R. Franklin, Jr. | | |
68
|
| | Class III Director and CEO of the Company; Director and Executive Chairman of the Bank | |
Michael A. Havard | | |
66
|
| | Class III Director of the Company | |
Frances H. Jeter | | |
66
|
| | Class III Director of the Company | |
Reagan A. Reaud | | |
44
|
| | Class III Director of the Company | |
Steven F. Retzloff | | |
67
|
| | Class III Director and Executive Chairman of the Company; Director and Senior Executive Chairman of the Bank | |
Executive officers who are not also directors: | | ||||||
Okan I. Akin | | |
52
|
| | Chief Risk Officer of the Company and the Bank | |
Paul P. Egge | | |
44
|
| | Chief Financial Officer of the Company and the Bank | |
Justin M. Long | | |
48
|
| | General Counsel and Secretary of the Company and the Bank | |
Ramon A. Vitulli, III | | |
54
|
| | President of the Company and CEO of the Bank | |
Joe F. West | | |
68
|
| | Chief Credit Officer of the Company and the Bank | |
Board Diversity Matrix (As of April 24, 2023)
|
| | ||||||||||||||||||||||||||
Total Number of Directors
|
| |
14
|
| | |||||||||||||||||||||||
| | |
Female
|
| |
Male
|
| |
Non-Binary
|
| |
Did Not Disclose
Gender |
| | ||||||||||||||
Part I: Gender Identity | | | ||||||||||||||||||||||||||
Directors
|
| | | | 1 | | | | | | 12 | | | | | | — | | | | | | 1 | | | | ||
Part II: Demographic Background | | | ||||||||||||||||||||||||||
African American or Black
|
| | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | ||
Alaskan Native or Native American
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
Asian
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
Hispanic or Latinx
|
| | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | ||
Native Hawaiian or Pacific Islander
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
White
|
| | | | 1 | | | | | | 10 | | | | | | — | | | | | | — | | | | ||
Two or More Races or Ethnicities
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||
LGBTQ+
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |
Did Not Disclose Demographic Background
|
| | | | — | | | | | | — | | | | | | 1 | | | | | | — | | | | | |
| | | |
Audit
Committee |
| |
Compensation
Committee |
| |
Corporate
Governance and Nominating Committee |
| |
Risk
Oversight Committee |
|
|
John Beckworth
|
| | | | | | | |
|
| | | |
|
Jon-Al Duplantier
|
| |
|
| |
|
| | | | | | |
| Robert R. Franklin, Jr. | | | | | | | | | | | | | |
|
Michael A. Havard
|
| |
FE
|
| |
C
|
| | | | | | |
|
Frances H. Jeter
|
| | | | | | | |
C
|
| | | |
|
George Martinez
|
| | | | | | | | | | |
C
|
|
|
William S. Nichols, III
|
| |
FE
|
| | | | | | | |
|
|
| Joe E. Penland, Sr. | | | | | | | | | | | | | |
|
Reagan A. Reaud
|
| | | | | | | |
|
| |
|
|
| Steven F. Retzloff | | | | | | | | | | | | | |
|
Fred S. Robertson
|
| | | | |
|
| | | | | | |
|
Joseph B. Swinbank
|
| | | | | | | | | | |
|
|
|
John E. Williams, Jr.
|
| | | | |
|
| |
|
| | | |
|
William E. Wilson, Jr.
|
| |
C; FE
|
| | | | | | | | | |
Name
|
| |
Fees Earned or
Paid in Cash ($)(3) |
| |
Stock Awards
($)(6) |
| |
All Other
Compensation ($)(9) |
| |
Total
Compensation ($) |
| ||||||||||||
John Beckworth(1)
|
| | | | 7,125 | | | | | | —(7) | | | | | | — | | | | | | 7,125 | | |
Jon-Al Duplantier(1)
|
| | | | 9,750 | | | | | | —(7) | | | | | | — | | | | | | 9,750 | | |
Michael A. Havard
|
| | | | 66,975(a) | | | | | | 34,778(7) | | | | | | 464 | | | | | | 102,217 | | |
Frances H. Jeter(1)
|
| | | | 7,750 | | | | | | —(7) | | | | | | — | | | | | | 7,750 | | |
Tommy W. Lott(2)
|
| | | | 40,650(b) | | | | | | 34,778 | | | | | | 464 | | | | | | 75,892 | | |
George Martinez(1)
|
| | | | 154,756(4) | | | | | | — | | | | | | 12,980(10) | | | | | | 167,736 | | |
Glen W. Morgan(2)
|
| | | | 1,250(c) | | | | | | 34,778 | | | | | | — | | | | | | 36,028 | | |
William S. Nichols, III(1)
|
| | | | 16,950(d) | | | | | | — (7) | | | | | | — | | | | | | 16,950 | | |
J. Pat Parsons(2)
|
| | | | 450,000(5) | | | | | | 30,009(8) | | | | | | 378,493(11) | | | | | | 858,502 | | |
Joe E. Penland, Sr.
|
| | | | 45,525(e) | | | | | | 34,778(7) | | | | | | 464 | | | | | | 80,767 | | |
Reagan A. Reaud
|
| | | | 51,475(f) | | | | | | 34,778(7) | | | | | | 464 | | | | | | 86,717 | | |
Fred S. Robertson(1)
|
| | | | 12,875(g) | | | | | | —(7) | | | | | | — | | | | | | 12,875 | | |
Joseph B. Swinbank
|
| | | | 73,200(h) | | | | | | 34,778(7) | | | | | | 464 | | | | | | 108,442 | | |
Sheila G. Umphrey(2)
|
| | | | 8,750 | | | | | | 34,778(7) | | | | | | 464 | | | | | | 43,992 | | |
John E. Williams, Jr.
|
| | | | 38,050(i) | | | | | | 34,778(7) | | | | | | 464 | | | | | | 73,292 | | |
William E. Wilson, Jr.
|
| | | | 54,100(j) | | | | | | 34,778(7) | | | | | | 464 | | | | | | 89,342 | | |
| | |
2022(3)
|
| |
2021(4)
|
| ||||||
Audit Fees(1)
|
| | | $ | 1,614,226 | | | | | $ | 611,583 | | |
Audit-Related Fees
|
| | | | — | | | | | | — | | |
Tax Fees
|
| | | | — | | | | | | — | | |
All Other Fees(2)
|
| | | | 37,268 | | | | | | — | | |
Total Fees
|
| | | $ | 1,651,494 | | | | | $ | 611,583 | | |
Name
|
| |
Title
|
| |
Years of
Service at Stellar |
| |||
Robert R. Franklin, Jr.
|
| | Chief Executive Officer and Executive Chairman of Stellar | | | | | 16 | | |
Steven F. Retzloff
|
| |
Executive Chairman of Stellar and Senior Executive Chairman of
Stellar Bank |
| | | | 15(1) | | |
Paul P. Egge
|
| |
Senior Executive Vice President and Chief Financial Officer of
Stellar and Stellar Bank |
| | | | 6(1) | | |
Ramon A. Vitulli, III
|
| | President of Stellar and Chief Executive Officer of Stellar Bank | | | | | 15(1) | | |
Robert T. Pigott, Jr.(2)
|
| |
Former Senior Executive Vice President and Chief Financial Officer
|
| | | | 11(2) | | |
Travis Jaggers
|
| | President of Stellar Bank | | | | | 11 | | |
Name
|
| |
Base Salary(2)
|
| |
Target Annual
Incentive Compensation(3) |
| |
Target
Long-Term Incentive Compensation(4) |
| |
Total
|
| |
At-Risk
|
| |||||||||||||||
Robert R. Franklin Jr.
|
| | | | 20% | | | | | | 31% | | | | | | 49% | | | | | | 100% | | | | | | 80% | | |
Steven F. Retzloff(1)
|
| | | | 10% | | | | | | 11% | | | | | | 79% | | | | | | 100% | | | | | | 90% | | |
Paul P. Egge(1)
|
| | | | 14% | | | | | | 16% | | | | | | 71% | | | | | | 100% | | | | | | 86% | | |
Ramon A. Vitulli, III(1)
|
| | | | 13% | | | | | | 16% | | | | | | 71% | | | | | | 100% | | | | | | 87% | | |
Travis Jaggers
|
| | | | 39% | | | | | | 57% | | | | | | 4% | | | | | | 100% | | | | | | 61% | | |
Name
|
| |
Base Salary
as of December 31, 2022 |
| |
Base Salary
as of December 31, 2021 |
| |
Percent
Increase from 2021 Base Salary |
| |||||||||
Robert R. Franklin, Jr.(1)
|
| | | $ | 645,000 | | | | | $ | 550,000 | | | | | | 17% | | |
Steven F. Retzloff
|
| | | $ | 550,000 | | | | | | — | | | | | | — | | |
Paul P. Egge
|
| | | $ | 470,000 | | | | | | — | | | | | | — | | |
Ramon A. Vitulli, III
|
| | | $ | 540,000 | | | | | | — | | | | | | — | | |
Robert T. Pigott, Jr.(2)
|
| | | | — | | | | | $ | 327,059 | | | | | | — | | |
Travis Jaggers(3)
|
| | | $ | 375,000 | | | | | $ | 339,841 | | | | | | 10% | | |
Legacy Allegiance NEO
|
| |
Legacy Allegiance
2022 Target Bonus Opportunity |
| |||
Steven F. Retzloff
|
| | | $ | 162,756 | | |
Paul P. Egge
|
| | | $ | 137,230 | | |
Ramon A. Vitulli, III
|
| | | $ | 162,000 | | |
Performance Metric
|
| |
Weight
|
| |
Minimum
(0%) |
| |
Target
(100%) |
| |
Maximum
(150%) |
| |
Legacy Allegiance
Actual Results (as of date of Merger) |
| |||
Pre-Tax Pre-Provision Return on Average Assets
|
| | | | 25.00% | | | |
1.10%
|
| |
1.35% to 1.45%
|
| |
1.70%
|
| |
1.52%
|
|
Return on Average Tangible Common Equity
|
| | | | 50.00% | | | |
7.00%
|
| |
11.50% to 13.50%
|
| |
15.00%
|
| |
15.33%
|
|
Ratio of Non-Performing Assets (excluding TDR) to Total Assets
|
| | | | 12.50% | | | |
80 bps
|
| |
40 to 30 bps
|
| |
20 bps
|
| |
32 bps
|
|
Ratio of Net Charge Offs to Average Loans
|
| | | | 12.50% | | | |
30 bps
|
| |
15 to 10 bps
|
| |
5 bps
|
| |
2 bps
|
|
Legacy Allegiance NEO
|
| |
Pre-Merger
2022 Bonus (a)(1) |
| |
Post-Merger
2022 Bonus (b) |
| |
Discretionary
Bonus (c) |
| |
Full-Year
2022 Bonus (a) + (b) + (c) |
| ||||||||||||
Steven F. Retzloff
|
| | | $ | 164,485 | | | | | $ | 61,875 | | | | | $ | 75,000 | | | | | $ | 301,360 | | |
Paul P. Egge
|
| | | $ | 138,688 | | | | | $ | 50,000 | | | | | $ | 35,000 | | | | | $ | 223,688 | | |
Ramon A. Vitulli, III
|
| | | $ | 163,721 | | | | | $ | 67,500 | | | | | $ | 50,000 | | | | | $ | 281,221 | | |
Name
|
| |
Restricted Shares
|
| |||
Robert R. Franklin, Jr.
|
| | | | 2,679 | | |
Robert T. Pigott, Jr.
|
| | | | 502 | | |
Travis Jaggers
|
| | | | 1,172 | | |
| | |
Number of Earned Performance Shares
(Based on Performance) |
| |||||||||||||||
Name
|
| |
Threshold
(50% of Target No. of Performance Shares) |
| |
Target
(100% of Target No. of Performance Shares) |
| |
Maximum
Amount (100% of Target No. of Performance Shares) |
| |||||||||
Robert R. Franklin, Jr
|
| | | | 6,632 | | | | | | 13,265 | | | | | | 39,794 | | |
Steven F. Retzloff
|
| | | | 5,655 | | | | | | 11,311 | | | | | | 33,933 | | |
Performance Metric
|
| |
Applicable Performance Period
|
| |
Number of Earned Performance Shares
(% of Target No. of Performance Shares)(1) |
|
Stellar Total Shareholder Return (“TSR”) relative to Average TSR of S&P U.S. SmallCap Bank Index (“Peer Group Avg. TSR”)(2)
|
| |
November 1, 2021 through December 31, 2023
|
| |
—
0% if Stellar’s TSR is less than 15% higher than Peer Group Avg. TSR
—
50% if Stellar TSR is at least 15% higher, but less than 20% higher than Peer Group Avg. TSR
—
100% if Stellar TSR is at least 20% higher, but less than 25% higher than Peer Group Avg. TSR
—
200% if Stellar TSR is at least 25% higher, but less than 30% higher than Peer Group Avg. TSR
—
300% if Stellar TSR is at least 30% higher than Peer Group Avg. TSR
|
|
Stellar’s Relative Return on Average Tangible Common Equity (ROATCE) Relative to Companies in S&P U.S. SmallCap Bank Index (Peer Companies)(3)
|
| |
Two (2)-consecutive-fiscal-quarter period that ends on December 31, 2023
|
| |
—
0% if Stellar’s ROACTE ranks below the 25th percentile of Peer Companies
—
50% if Stellar’s ROACTE ranks at or above the 25th percentile, but below 50th
|
|
Performance Metric
|
| |
Applicable Performance Period
|
| |
Number of Earned Performance Shares
(% of Target No. of Performance Shares)(1) |
|
| | | | | |
percentile of Peer Companies
—
100% if Stellar’s ROACTE ranks at or above the 50th percentile, but below 75th percentile of Peer Companies
|
|
| | | | | |
—
200% if Stellar’s ROACTE ranks at or above the 75th percentile, but below 90th percentile of Peer Companies
—
300% if Stellar’s ROACTE ranks at or above the 90th percentile of Peer Companies
|
|
Stellar’s Efficiency Ratio relative to Efficiency Ratio of Peer Companies(4)
|
| |
Two (2)-consecutive-fiscal-quarter period that ends on December 31, 2023
|
| |
—
0% if Stellar’s Efficiency Ratio ranks below the 25th percentile of Peer Companies
—
50% if Stellar’s Efficiency Ratio ranks at or above the 25th percentile, but below 50th percentile of Peer Companies
—
100% if Stellar’s Efficiency Ratio ranks at or above the 50th percentile, but below 75th percentile of Peer Companies
—
200% if Stellar’s Efficiency Ratio ranks at or above the 75th percentile, but below 90th percentile of Peer Companies
—
300% if Stellar’s Efficiency Ratio ranks at or above the 90th percentile of Peer Companies
|
|
Name
|
| |
No. of Time-Vested
Restricted Shares |
| |||
Robert R. Franklin, Jr.
|
| | | | 13,265 | | |
Steven F. Retzloff
|
| | | | 11,311 | | |
Paul P. Egge
|
| | | | 18,632 | | |
Ramon A. Vitulli, III
|
| | | | 22,211 | | |
| Mr. Franklin | | | | |
|
Term
|
| | The period beginning at the effective time of the Merger and ending on the third anniversary of the effective time of the Merger, subject to successive one-year renewals unless either party gives the other notice of non-renewal at least 60 days before the expiration of the then-applicable term. | |
|
Base Salary
|
| | $645,000 per year (minimum) | |
|
Target Annual Bonus Opportunity
|
| | 85% of base salary | |
|
Target Annual Equity Award
|
| | 125% of base salary | |
|
Severance
(upon termination without “cause”, resignation for “good reason”, disability or non-renewal) |
| |
•
A lump sum cash amount equal to the greater of $1.5 million or two times Mr. Franklin’s base salary;
•
Payment of the incentive bonus, if any, that Mr. Franklin would have earned for the calendar year in which the date of termination of his employment occurs based on achievement of the applicable performance goals for such year at target, prorated based on Mr. Franklin’s termination date;
•
A lump sum payment in cash in an amount equal to eighteen (18) months of the full monthly COBRA cost of premiums; and
•
Mr. Franklin will be deemed to have satisfied all service-based vesting conditions with respect to (a) the PSAs and RSAs granted on October 21, 2022, and (b) any unvested and outstanding equity awards on his termination date that were granted more than one year before his termination date.
Mr. Franklin’s vested performance-based equity awards (including any such performance-based equity awards that vest in connection with Mr. Franklin’s termination) will remain outstanding and will be earned or forfeited by Mr. Franklin based on actual performance through the end of the applicable performance period.
|
|
| | | |
The foregoing severance benefits are subject to Mr. Franklin’s execution of a separation and release agreement in a customary form prescribed by Stellar and Mr. Franklin’s compliance with the restrictive covenants of the Franklin employment agreement.
If Mr. Franklin’s termination of employment entitles him to severance payments and benefits under the Stellar Change of Control Severance Plan, then any severance payments or benefits payable under the Stellar Change of Control Severance Plan will be reduced by the amounts payable as severance under the Franklin employment agreement.
|
|
|
Non-competition
|
| | For the term of his employment and for two years thereafter, Mr. Franklin is subject to a non-competition restrictive covenant that applies within a fifty (50) mile radius of any combined bank office, branch, loan production office, or deposit production office that existed at any time during the noncompete period or exists as of the date of Mr. Franklin’s termination of employment. | |
|
Non-solicitation
|
| | Mr. Franklin is subject to a customer non-solicitation agreement and an employee non-solicitation agreement that runs during the term of his employment and for two years thereafter. | |
|
Confidentiality
|
| | Perpetual | |
| Mr. Retzloff | | | | |
|
Term
|
| | The period beginning at the effective time of the Merger and ending on the second anniversary of the effective time of the Merger. | |
|
Base Salary
|
| | $550,000 per year (minimum) | |
|
Target Annual Bonus Opportunity
|
| | 45% of base salary | |
|
Target Annual Equity Award
|
| | 50% of base salary | |
|
Severance
(upon termination without “cause” or resignation for “good reason”) |
| |
•
A lump sum cash amount equal to two times base salary;
•
Payment of the incentive bonus, if any, that executive would have earned for the calendar year in which the date of termination of his employment occurs based on achievement of the applicable performance goals for such year at target, prorated based on executive’s termination date; and
•
A lump sum payment in cash in an amount equal to eighteen (18) months of the full monthly COBRA cost of premiums.
The foregoing severance benefits are subject to executive’s execution of a separation and release agreement in a customary form prescribed by Stellar and executive’s compliance with the restrictive covenants in the employment agreement.
If executive’s termination of employment entitles him to severance payments and benefits under the Stellar Change of Control Severance Plan, then any severance payments or benefits payable under the Stellar Change of Control Severance Plan will be reduced by the amounts payable as severance under the employment agreement.
|
|
|
Non-competition
|
| | For the two-year period following the Merger, executive is subject to a non-competition restrictive covenant that applies within a fifty (50) mile radius of any combined bank office, branch, loan production office, or deposit production office that existed at any time during the noncompete period or exists as of the date of executive’s termination of employment. | |
|
Non-solicitation
|
| | Executive is subject to a customer non-solicitation agreement and an employee non-solicitation agreement that runs until the later of the second anniversary of the Merger or the first anniversary of executive’s termination of employment. | |
|
Confidentiality
|
| | Perpetual | |
| Mr. Egge | | | | |
|
Term
|
| | The period beginning at the effective time of the Merger and ending on the second anniversary of the effective time of the Merger. | |
|
Base Salary
|
| | $470,000 per year (minimum) | |
|
Target Annual Bonus Opportunity
|
| | 42.55% of base salary | |
|
Target Annual Equity Award
|
| | 44.68% of base salary | |
|
Severance
(upon termination without “cause” or resignation for “good reason”) |
| |
•
A lump sum cash amount equal to two times base salary;
•
Payment of the incentive bonus, if any, that executive would have earned for the calendar year in which the date of termination of his employment occurs based on achievement of the applicable performance goals for such year at target, prorated based on executive’s termination date; and
•
A lump sum payment in cash in an amount equal to eighteen (18) months of the full monthly COBRA cost of premiums.
The foregoing severance benefits are subject to executive’s execution of a separation and release agreement in a customary form prescribed by Stellar and executive’s compliance with the restrictive covenants in the employment agreement.
If executive’s termination of employment entitles him to severance payments and benefits under the Stellar Change of Control Severance Plan, then any severance payments or benefits payable under the Stellar Change of Control Severance Plan will be reduced by the amounts payable as severance under the employment agreement.
|
|
|
Non-competition
|
| | For the two-year period following the Merger, executive is subject to a non-competition restrictive covenant that applies within a fifty (50) mile radius of any combined bank office, branch, loan production office, or deposit production office that existed at any time during the noncompete period or exists as of the date of executive’s termination of employment. | |
|
Non-solicitation
|
| | Executive is subject to a customer non-solicitation agreement and an employee non-solicitation agreement that runs until the later of the second anniversary of the Merger or the first anniversary of executive’s termination of employment. | |
|
Confidentiality
|
| | Perpetual | |
| Mr. Vitulli | | | | |
|
Term
|
| | The period beginning at the effective time of the Merger and ending on the second anniversary of the effective time of the Merger. | |
|
Base Salary
|
| | $540,000 per year (minimum) | |
|
Target Annual Bonus Opportunity
|
| | 50% of base salary | |
|
Target Annual Equity Award
|
| | 60% of base salary | |
|
Severance
(upon termination without “cause” or resignation for “good reason”) |
| |
•
A lump sum cash amount equal to two times base salary;
•
Payment of the incentive bonus, if any, that executive would have earned for the calendar year in which the date of termination of his employment occurs based on achievement of the applicable performance goals for such year at target, prorated based on executive’s termination date; and
•
A lump sum payment in cash in an amount equal to eighteen (18) months of the full monthly COBRA cost of premiums.
The foregoing severance benefits are subject to executive’s execution of a separation and release agreement in a customary form prescribed by Stellar and executive’s compliance with the restrictive covenants in the employment agreement.
If executive’s termination of employment entitles him to severance payments and benefits under the Stellar Change of Control Severance Plan, then any severance payments or benefits payable under the Stellar Change of Control Severance Plan will be reduced by the amounts payable as severance under the employment agreement.
|
|
|
Non-competition
|
| | For the two-year period following the Merger, executive is subject to a non-competition restrictive covenant that applies within a fifty (50) mile radius of any combined bank office, branch, loan production office, or deposit production office that existed at any time during the noncompete period or exists as of the date of executive’s termination of employment. | |
|
Non-solicitation
|
| | Executive is subject to a customer non-solicitation agreement and an employee non-solicitation agreement that runs until the later of the second anniversary of the Merger or the first anniversary of executive’s termination of employment. | |
|
Confidentiality
|
| | Perpetual | |
| Mr. Jaggers | | | | |
|
Term
|
| | The period beginning at the effective time of the Merger and ending on December 31, 2023. | |
|
Base Salary
|
| | $375,000 per year (minimum) | |
|
Annual Bonus
|
| | At the discretion of the Compensation Committee | |
|
Annual Equity Award
|
| | At the discretion of the Compensation Committee | |
|
Severance
(upon termination without “cause” or resignation for “good reason”) |
| |
A lump sum cash amount equal to one times base salary.
|
|
|
Non-competition
|
| |
For the non-compete term (defined below), executive is subject to a non-competition restrictive covenant that applies within a one hundred (100) mile radius of any facility owned/operated by Stellar Bank during the twelve (12) months preceding termination date, and covers any business conducted by Stellar Bank related to community banking and/or financial activities at any time in twelve (12) months preceding employment termination or that Stellar Bank has places to engage in at the time of employment termination.
The “non-compete term” is the term of employment plus the ninety-day period following termination (or one-year period following termination if termination occurs during 180-day period following a change of control); provided, however, that the non-compete term will terminate if executive is terminated without cause or resigns for good reason.
|
|
|
Non-solicitation
|
| | Executive is subject to a customer non-solicitation agreement and an employee non-solicitation agreement that runs during the noncompete term. | |
|
Confidentiality
|
| | Perpetual | |
Name and Position
|
| |
Year
|
| |
Salary(3)
|
| |
Bonus(4)
|
| |
Stock
Awards(5) |
| |
Non-equity
Incentive Plan Compensation(6) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Plan Earnings |
| |
All Other
Compensation(8) |
| |
Total
|
| ||||||||||||||||||||||||
Robert R. Franklin, Jr.
Chief Executive Officer |
| | | | 2022 | | | | | $ | 573,750 | | | | | $ | 900,000 | | | | | $ | 1,391,086 | | | | | | — | | | | | $ | 5,023(7) | | | | | $ | 620,747(a) | | | | | $ | 3,492,506 | | |
| | | 2021 | | | | | $ | 550,000 | | | | | $ | 800,000 | | | | | $ | 78,843 | | | | | | — | | | | | | — | | | | | $ | 319,099 | | | | | $ | 1,747,942 | | | ||
| | | 2020 | | | | | $ | 550,000 | | | | | $ | 600,000 | | | | | $ | 59,948 | | | | | | — | | | | | | — | | | | | $ | 264,144 | | | | | $ | 1,474,092 | | | ||
Paul Egge(1)
Senior Executive Vice President and Chief Financial Officer |
| | | | 2022 | | | | | $ | 117,500 | | | | | $ | 35,000 | | | | | $ | 611,875 | | | | | $ | 188,688 | | | | | | — | | | | | $ | 11,521(b) | | | | | $ | 964,584 | | |
Robert T. Pigott, Jr.
Former Senior Executive Vice President and Chief Financial Officer |
| | | | 2022 | | | | | $ | 327,059 | | | | | | — | | | | | $ | 14,990 | | | | | | — | | | | | | — | | | | | $ | 1,047,808(c) | | | | | $ | 1,389,856 | | |
| | | 2021 | | | | | $ | 327,059 | | | | | $ | 150,000 | | | | | $ | 14,774 | | | | | | — | | | | | | — | | | | | $ | 27,717 | | | | | $ | 519,550 | | | ||
| | | 2020 | | | | | $ | 327,059 | | | | | $ | 150,000 | | | | | $ | 14,987 | | | | | | — | | | | | | — | | | | | $ | 26,240 | | | | | $ | 518,286 | | | ||
Steven F. Retzloff(1)
Executive Chairman |
| | | | 2022 | | | | | $ | 137,500 | | | | | $ | 75,000 | | | | | $ | 1,117,979 | | | | | $ | 164,485 | | | | | | — | | | | | $ | 10,458(d) | | | | | $ | 1,567,297 | | |
Ramon A. Vitulli, III(1)
President |
| | | | 2022 | | | | | $ | 135,000 | | | | | $ | 50,000 | | | | | $ | 729,409 | | | | | $ | 231,221 | | | | | | — | | | | | $ | 19,987(e) | | | | | $ | 1,165,617 | | |
Travis Jaggers(2)
President of Stellar Bank |
| | | | 2022 | | | | | $ | 348,631 | | | | | $ | 500,000 | | | | | $ | 34,996 | | | | | | — | | | | | $ | 3,941(7) | | | | | $ | 28,201(f) | | | | | $ | 917,113 | | |
| | | | | | | | | | | |
Estimated Future
Payouts Under Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future
Payouts Under Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stock(3) |
| |
Grant
Date Fair Value Of Stock and Option Awards(4) |
| ||||||||||||||||||||||||
Name
|
| |
Award Type
|
| |
Grant Date
|
| |
Target
|
| |
Maximum
|
| |
Target
|
| |
Maximum
|
| |||||||||||||||||||||||||||
Robert R. Franklin, Jr.
|
| |
Restricted Stock Award
|
| | | | 2/1/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,269 | | | | | $ | 79,995 | | |
| Restricted Stock Award | | | | | 10/21/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,265 | | | | | $ | 435,623 | | | ||
|
Performance Share Award
|
| | | | 10/21/2022 | | | | | | — | | | | | | — | | | | | | 13,265 | | | | | | 39,794 | | | | | | 13,265 | | | | | $ | 875,469 | | | ||
Paul P. Egge
|
| |
Annual Incentive
|
| | | | — | | | | | | 137,230 | | | | | | 205,845 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Restricted Stock Award | | | | | 10/21/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,632 | | | | | $ | 611,875 | | | ||
Robert T. Pigott, Jr. | | | Restricted Stock Award | | | | | 2/1/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 502 | | | | | $ | 14,990 | | |
Steven F. Retzloff
|
| |
Annual Incentive
|
| | | | — | | | | | | 162,756 | | | | | | 244,134 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Restricted Stock Award | | | | | 10/21/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,311 | | | | | $ | 371,453 | | | ||
|
Performance Share Award
|
| | | | 10/21/2022 | | | | | | — | | | | | | — | | | | | | 11,311 | | | | | | 33,933 | | | | | | — | | | | | $ | 746,526 | | | ||
Ramon A. Vitulli, III
|
| |
Annual Incentive
|
| | | | — | | | | | | 162,000(1) | | | | | | 243,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Restricted Stock Award | | | | | 10/21/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,211 | | | | | $ | 729,409 | | | ||
Travis Jaggers | | | Restricted Stock Award | | | | | 2/1/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,172 | | | | | $ | 34,996 | | |
| | |
Stock Awards
|
| |||||||||||||||||||||
Name
|
| |
Number of Shares
of Stock That Have Not Vested |
| |
Market Value
of Shares of Stock That Have Not Vested(1) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares That Have Not Vested |
| |
Equity Incentive
Plan Awards: Market Value of Unearned Shares That Have Not Vested |
| ||||||||||||
Robert R. Franklin, Jr.
|
| | | | 13,265(2) | | | | | $ | 390,787 | | | | | | 13,265(3) | | | | | $ | 500,195(4) | | |
Paul P. Egge
|
| | | | 18,632(2) | | | | | $ | 548,899 | | | | | | — | | | | | | — | | |
Steven F. Retzloff
|
| | | | 11,311(2) | | | | | $ | 333,453 | | | | | | 11,311(3) | | | | | $ | 426,524(4) | | |
Ramon A. Vitulli, III
|
| | | | 22,211(2) | | | | | $ | 654,336 | | | | | | — | | | | | | — | | |
| | |
Restricted Stock Awards
|
| |||||||||
Name
|
| |
Number of
Shares Acquired on Vesting |
| |
Value Realized
on Vesting(1) |
| ||||||
Robert R. Franklin, Jr.
|
| | | | 13,994 | | | | | $ | 409,325 | | |
Paul P. Egge
|
| | | | — | | | | | | — | | |
Robert T. Pigott, Jr.
|
| | | | 3,830 | | | | | $ | 112,028 | | |
Steven F. Retzloff
|
| | | | — | | | | | | — | | |
Ramon A. Vitulli, III
|
| | | | — | | | | | | — | | |
Travis Jaggers
|
| | | | 5,884 | | | | | $ | 172,107 | | |
Name
|
| |
Balance/
Amount Accrued as of January 1, 2022 |
| |
Company
Contributions/ Accruals During 2022 |
| |
Aggregate
Earnings (Losses) During 2022 |
| |
Aggregate
Withdrawals/ Distributions During 2022 |
| |
Aggregate
Balance as of December 31, 2022 |
| |||||||||||||||
Robert R. Franklin, Jr.
2017 Salary Continuation Agreement Holdback Bonus Arrangement |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 924,778 | | | | | $ | 164,468(1) | | | | | | — | | | | | $ | 1,089,246 | | | | | | — | | | ||
| | $ | 272,772 | | | | | | — | | | | | $ | 5,023(2) | | | | | $ | 277,795 | | | | | | — | | | ||
Travis Jaggers
Holdback Bonus Arrangement |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 214,009 | | | | | | — | | | | | $ | 3,941(2) | | | | | $ | 217,950 | | | | | | — | | |
Name
|
| |
Compensation
Component |
| |
Change in
Control |
| |
Qualifying
Termination In Connection With A Change in Control |
| |
Death or
Disability |
| |
Involuntary
Termination Not in Connection With A Change in Control |
| ||||||||||||
Robert R. Franklin, Jr.
|
| |
Cash Severance
|
| | | | — | | | | | $ | 3,579,750(1) | | | | | $ | 2,300,000(2) | | | | | $ | 2,300,000(2) | | |
| Long Term Incentives | | | | $ | 890,982(3) | | | | | $ | 890,982(4) | | | | | $ | 890,982(5) | | | | | $ | 890,982(5) | | | ||
|
Non-Equity Incentive Plan Compensation
|
| | | | — | | | | | $ | 548,250(6) | | | | | $ | 548,250(7) | | | | | $ | 548,250(7) | | | ||
| Benefits and Perquisites: | | | | | — | | | | | $ | 61,865(8) | | | | | $ | 36,865(9) | | | | | $ | 36,865(9) | | | ||
|
Total:
|
| | | $ | 890,982 | | | | | $ | 5,080,847 | | | | | $ | 3,776,097 | | | | | $ | 3,776,097 | | | ||
Paul P. Egge
|
| |
Cash Severance
|
| | | | — | | | | | $ | 1,339,970(1) | | | | | | — | | | | | $ | 940,000(10) | | |
| Long Term Incentives | | | | $ | 548,899(3) | | | | | $ | 548,899(4) | | | | | $ | 45,604(11) | | | | | $ | 182,966(12) | | | ||
|
Non-Equity Incentive Plan Compensation
|
| | | | — | | | | | $ | 199,985(6) | | | | | | — | | | | | $ | 199,985(8) | | | ||
| Benefits and Perquisites: | | | | | — | | | | | $ | 75,465(8) | | | | | | — | | | | | $ | 50,465(9) | | | ||
|
Total:
|
| | | $ | 548,899 | | | | | $ | 2,164,319 | | | | | $ | 45,604 | | | | | $ | 1,373,416 | | | ||
Steven F. Retzloff
|
| |
Cash Severance
|
| | | | — | | | | | $ | 1,595,000(1) | | | | | | — | | | | | $ | 1,100,000(10) | | |
| Long Term Incentives | | | | $ | 759,977(3) | | | | | $ | 759,977(4) | | | | | $ | 27,692(11) | | | | | $ | 111,074(12) | | | ||
|
Non-Equity Incentive Plan Compensation
|
| | | | — | | | | | $ | 247,500(6) | | | | | | — | | | | | $ | 247,500(8) | | | ||
| Benefits and Perquisites: | | | | | — | | | | | $ | 56,236(8) | | | | | | — | | | | | $ | 31,236(9) | | | ||
|
Total:
|
| | | $ | 759,977 | | | | | $ | 2,658,713 | | | | | $ | 27,692 | | | | | $ | 1,489,810 | | | ||
Ramon A. Vitulli, III
|
| |
Cash Severance
|
| | | | — | | | | | $ | 1,620,000(1) | | | | | | — | | | | | $ | 940,000(10) | | |
| Long Term Incentives | | | | $ | 654,336(3) | | | | | $ | 654,336(4) | | | | | $ | 45,604(11) | | | | | $ | 218,112(12) | | | ||
|
Non-Equity Incentive Plan Compensation
|
| | | | — | | | | | $ | 270,000(6) | | | | | | — | | | | | $ | 270,000(8) | | | ||
| Benefits and Perquisites: | | | | | — | | | | | $ | 75,465(8) | | | | | | — | | | | | $ | 50,465(9) | | | ||
|
Total:
|
| | | $ | 654,336 | | | | | $ | 2,619,801 | | | | | $ | 45,604 | | | | | $ | 1,478,577 | | | ||
Travis Jaggers
|
| |
Cash Severance
|
| | | | — | | | | | $ | 375,000(13) | | | | | | — | | | | | $ | 375,000(13) | | |
| Long Term Incentives | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| Non-Equity Incentive Plan | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| Compensation | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| Benefits and Perquisites: | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
|
Total:
|
| | | | — | | | | | $ | 375,000 | | | | | | — | | | | | $ | 375,000 | | |
| | | Summary Compensation Table Total for CEO(1) | | | Compensation Actually Paid to CEO(1)(3) | | | Average Summary Compensation Table for Non-CEO Named Executive Officers(2) | | | Average Compensation Actually Paid to Non-CEO Named Executive Officers(2)(3) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income ($ Millions) | | | Company Selected Measure: Per Share ($) | | |||||||||||||||||||||||||||
Year | | | Total Shareholder Return(4) | | | Peer Group Total Shareholder Return(5) | | ||||||||||||||||||||||||||||||||||||||||||
2022 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2021 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2020 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | 2022 | | | 2021 | | | 2020 | | |||||||||||||||||||||||||||
| | | CEO | | | Non-CEO NEOs (Average) | | | CEO | | | Non-CEO NEOs (Average) | | | CEO | | | Non-CEO NEOs (Average) | | ||||||||||||||||||
Summary Compensation Total | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||
Adjustments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | |
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | | | | $ | | | | | $ | | | | | $ | — | | | | | $ | — | | | | | $ | | | | | $ | — | | |
| | | 2022 | | | 2021 | | | 2020 | | |||||||||||||||||||||||||||
| | | CEO | | | Non-CEO NEOs (Average) | | | CEO | | | Non-CEO NEOs (Average) | | | CEO | | | Non-CEO NEOs (Average) | | ||||||||||||||||||
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | | | | $ | — | | | | | $ | — | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | ||
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | ||||
Total Adjustments | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | ||
Total Compensation Actually Paid | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| Other Financial Performance Measures | |
| | |
| | |
| | |
| | |
|
CEO Annual Total Compensation
|
| |
$3,492,506
|
|
|
Median Employee Annual Total Compensation
|
| |
$55,207
|
|
|
CEO to Median Employee Pay Ratio
|
| |
63 to 1
|
|
Name of Beneficial Owner(1)
|
| |
Number of
Shares Beneficially Owned |
| |
Percentage
Beneficially Owned(2) |
| ||||||
Directors, Director Nominees and Named Executive Officers: | | | | | | | | | | | | | |
Okan I. Akin
|
| | | | 85,947(3) | | | | | | * | | |
John Beckworth
|
| | | | 193,325(4) | | | | | | * | | |
Jon-Al Duplantier
|
| | | | 3,052(5) | | | | | | * | | |
Paul P. Egge
|
| | | | 58,978(6) | | | | | | * | | |
Robert R. Franklin, Jr.
|
| | | | 376,164(7) | | | | | | * | | |
Michael A. Havard
|
| | | | 59,657(8) | | | | | | * | | |
Travis Jaggers
|
| | | | 12,845 | | | | | | * | | |
Frances H. Jeter
|
| | | | 23,860(9) | | | | | | * | | |
Justin M. Long
|
| | | | 49,566(10) | | | | | | * | | |
George Martinez
|
| | | | 300,145(11) | | | | | | * | | |
William S. Nichols, III
|
| | | | 75,755(12) | | | | | | * | | |
Joe E. Penland, Sr.
|
| | | | 1,433,670(13) | | | | | | 2.7% | | |
Reagan A. Reaud
|
| | | | 5,807(14) | | | | | | * | | |
Steven F. Retzloff
|
| | | | 537,719(15) | | | | | | 1.0% | | |
Fred S. Robertson
|
| | | | 93,007(16) | | | | | | * | | |
Joseph B. Swinbank
|
| | | | 325,854(17) | | | | | | * | | |
Ramon A. Vitulli, III
|
| | | | 109,394(18) | | | | | | * | | |
Joe F. West
|
| | | | 87,369(19) | | | | | | * | | |
John E. Williams, Jr.
|
| | | | 1,233,360(20) | | | | | | 2.3% | | |
William E. Wilson, Jr.
|
| | | | 82,468(21) | | | | | | * | | |
Directors, Nominees and Executive Officers as a group
(20 persons) |
| | | | 5,147,942(22) | | | | | | 9.7% | | |
Principal Shareholders: | | | | | | | | | | | | | |
BlackRock, Inc.
|
| | | | 7,248,466(23) | | | | | | 13.7% | | |
The Vanguard Group
|
| | | | 2,979,390(24) | | | | | | 5.6% | | |