UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☑

Filed by a Party other than the Registrant   ☐

Check the appropriate box:

AMERIS BANCORP

Payment of Filing Fee (Check all boxes that apply):

April 23, 2024

Dear Shareholder:

It is my pleasure to invite you to the 2024 Annual Meeting of Shareholders of Ameris Bancorp, which will be held on Thursday, June 6, 2024, at 9:30 a.m. ET.

This year’s annual meeting will be completely virtual, held via live audio webcast. You will be able to attend the meeting online and vote your shares by visiting www.virtualshareholdermeeting.com/ABCB2024.

Details regarding how to attend the meeting online, how to vote your shares and the formal business to be conducted at the meeting are included in the accompanying Notice of the 2024 Annual Meeting of Shareholders.

The internet will be the primary means by which we furnish proxy materials to our shareholders. We will send shareholders a notice with instructions for how to access these materials. That notice will also include information for obtaining paper copies of our proxy materials if shareholders choose to do so. This process lowers costs and saves paper, adding convenience for shareholders and contributing to our sustainability efforts.

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

On behalf of Ameris Bancorp, I thank you for your continued support.

 

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 6, 2024

To the Shareholders of Ameris Bancorp:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Shareholders of Ameris Bancorp will be held virtually, via live audio webcast at www.virtualshareholdermeeting.com/ABCB2024, on Thursday, June 6, 2024, commencing at 9:30 a.m. ET, for the following items of business:

The close of business on March 28, 2024, has been fixed as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record as of the close of business on that date are entitled to notice of, and to vote at, the Annual Meeting.

To access the virtual Annual Meeting, visit www.virtualshareholdermeeting.com/ABCB2024. To participate in the Annual Meeting, including to vote and ask questions during the Annual Meeting, shareholders of record as of the close of business on the record date should go to the virtual meeting website at www.virtualshareholdermeeting.com/ABCB2024, enter the 16-digit control number found on your accompanying proxy card and follow the instructions on the website.

Beneficial owners of shares held in street name as of the close of business on the record date should check their voting instruction form for how to vote in advance of, and how to participate in, the Annual Meeting. Otherwise, shareholders who hold their shares in street name and do not have their Notice of Internet Availability of Proxy Materials or voting instruction form should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain the 16-digit control number in order to be able to attend, participate in or vote at the Annual Meeting.

Online access to the virtual meeting website will open approximately 15 minutes prior to the Annual Meeting start time to allow time for you to log in and test your device’s audio system.

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

Atlanta, Georgia

April 23, 2024

TABLE OF CONTENTS

 

PROXY STATEMENT

FOR 2024 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 6, 2024

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement (the “Proxy Statement”) and in our 2023 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) and accompanies this Proxy Statement. You should read the entire Proxy Statement and the 2023 Annual Report before voting. We are first making the proxy materials available to shareholders on or about April 23, 2024.

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

Information About the 2024 Meeting of Shareholders of Ameris Bancorp (the “Annual Meeting”)

Annual Meeting Agenda and Board Voting Recommendations

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

How to Cast Your Vote

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

How to Attend and Participate in the Annual Meeting

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

The Annual Meeting will be held virtually, via live audio webcast. To access the virtual Annual Meeting, visit the virtual meeting website at www.virtualshareholdermeeting.com/ABCB2024.

To participate in the Annual Meeting, including to vote and ask questions during the Annual Meeting, shareholders of record as of the close of business on the Record Date should go to the virtual meeting website at www.virtualshareholdermeeting.com/ABCB2024, enter the 16-digit control number found on your accompanying proxy card and follow the instructions on the website.

Beneficial owners of shares held in street name as of the close of business on the Record Date should check their voting instruction form for how to vote in advance of, and how to participate in, the Annual Meeting. Otherwise, shareholders who hold their shares in street name and do not have their Notice or voting instruction form should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain the 16-digit control number in order to be able to attend, participate in or vote at the Annual Meeting.

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

Online access to the virtual meeting website will open approximately 15 minutes prior to the Annual Meeting start time to allow time for you to log in and test your device’s audio system.

Shareholder Questions

Shareholders of record and beneficial owners of shares held in street name who attend the Annual Meeting virtually can submit questions at the virtual meeting website, www.virtualshareholdermeeting.com/ABCB2024, by following the instructions available on the virtual meeting website during the meeting. During the Annual Meeting, we intend to answer questions so submitted that are pertinent to the Company and meeting matters, as time permits.

Shareholder List

An electronic list of shareholders of record as of the Record Date will be available for examination by shareholders at www.virtualshareholdermeeting.com/ABCB2024 during the Annual Meeting, along with the proxy materials for the Annual Meeting.

Business Overview

Highlights of our results for 2023, include the following:

Adjusted net income, tangible book value, nonperforming portfolio assets, adjusted efficiency ratio and tangible common equity ratio are performance measures determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See “Reconciliation of GAAP and Non-GAAP Financial Measures” in Exhibit A to this Proxy Statement for a reconciliation of the foregoing non-GAAP measures to the most comparable GAAP measures.

Director Nominees

At the Annual Meeting, shareholders are being asked to elect each of the director nominees identified below to serve as a director until the 2025 Annual Meeting and until his or her successor is duly elected and qualified.

Mr. Jimmy D. Veal has served as a director since 2008 and will retire upon the Annual Meeting.

Corporate Governance and Executive Compensation Program Highlights

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

PROXY SOLICITATION AND VOTING INFORMATION

Why am I receiving these materials?

The Board has made these materials available to you on the internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the solicitation of proxies by and on behalf of the Board for use at the Annual Meeting. The Annual Meeting will be held virtually, via live audio webcast at www.virtualshareholdermeeting.com/ABCB2024, on Thursday, June 6, 2024, commencing at 9:30 a.m. ET.

These materials will be first made available to shareholders on or about April 23, 2024. Shareholders of the Company are invited to attend the Annual Meeting virtually and are requested to vote on the proposals described in this Proxy Statement.

What is included in these materials?

These materials include:

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

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

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

How can I get electronic access to the proxy materials?

The Notice provides you with instructions regarding how to:

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

What is being voted on at the Annual Meeting?

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

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

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

Who can vote?

You may vote if you were a shareholder of record of the Common Stock as of the close of business on March 28, 2024, the Record Date for the Annual Meeting. Your shares can be voted at the Annual Meeting only if you are present or represented by a valid proxy. As of the Record Date, there were 69,011,444 shares of Common Stock outstanding and entitled to vote.

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

What is the difference between a shareholder of record and a beneficial owner of shares held in street name?

Shareholder of Record. If your shares are registered directly in your name with the Company’s transfer agent, Computershare, then you are considered the shareholder of record with respect to those shares, and the proxy materials were sent directly to you by the Company.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Those instructions are contained in a “voting instruction form.”

How many votes am I entitled to?

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

How do I vote?

If you are a record holder, then you may vote by proxy or in person at the Annual Meeting at www.virtualshareholdermeeting.com/ABCB2024.

To vote by proxy, you may select one of the following options:

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

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

How do I attend and participate in the Annual Meeting?

The Annual Meeting will be held virtually, via live audio webcast. To access the virtual Annual Meeting, visit the virtual meeting website at www.virtualshareholdermeeting.com/ABCB2024.

To participate in the Annual Meeting, including to vote and ask questions during the Annual Meeting, shareholders of record as of the close of business on the Record Date should go to the virtual meeting website at www.virtualshareholdermeeting.com/ABCB2024, enter the 16-digit control number found on your accompanying proxy card and follow the instructions on the website.

Beneficial owners of shares held in street name as of the close of business on the Record Date should check their voting instruction form for how to vote in advance of, and how to participate in, the Annual Meeting. Otherwise, shareholders who hold their shares in street name and do not have their Notice or voting instruction form should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain the 16-digit control number in order to be able to attend, participate in or vote at the Annual Meeting.

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

Online access to the virtual meeting website will open approximately 15 minutes prior to the Annual Meeting start time to allow time for you to log in and test your device’s audio system.

What if I have technical difficulties attending the Annual Meeting?

The virtual meeting platform is fully supported across most internet browsers (Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plug-ins. You should ensure that you have a sufficient internet connection wherever you intend to participate in the Annual Meeting. If you encounter technical difficulties accessing the Annual Meeting, the virtual meeting website login page will include technical support line contact information.

Can I change my mind after I vote?

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

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

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

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

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

What are broker non-votes?

Under certain circumstances, including the election of directors, matters involving executive compensation and other matters considered non-routine, banks and brokers are prohibited from exercising discretionary authority for beneficial owners of shares held in street name who have not provided voting instructions to the bank or broker. This is generally referred to as a “broker non-vote.” In these cases, as long as a routine matter is also being voted on, and in cases where the shareholder does not vote on such routine matter, those shares will be counted for the purpose of determining if a quorum is present, but will not be included as votes cast with respect to those matters. Whether a bank or broker has authority to vote its shares on uninstructed matters is determined by stock exchange rules. We expect that brokers will be allowed to exercise discretionary authority for beneficial owners of shares held in street name who have not provided voting instructions only with respect to Proposal 2 but not with respect to any of the other proposals to be voted on at the Annual Meeting.

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

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

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

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

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

If you receive more than one Notice, then you have multiple accounts with brokers or the Company’s transfer agent, Computershare. Please vote all of these shares. It is recommended that you contact your broker or Computershare, as applicable, to consolidate as many accounts as possible under the same name and address. Computershare may be contacted by telephone at (800) 568-3476.

How are proxies solicited and who pays the cost?

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

MATTERS TO BE VOTED ON

Proposal 1 - Election of Directors

The Board is asking that our shareholders elect each of the 13 director nominees identified in the table below to serve as a director until the 2025 Annual Meeting and until his or her successor is duly elected and qualified or until his or her earlier resignation, removal from office or death. See “Board of Directors — Board Members” for more information regarding each of the director nominees.

The Company requires majority voting in uncontested director elections. As a result, each director will be elected by a majority of the votes cast at the Annual Meeting, meaning that the number of shares voted “for” a director nominee must exceed the votes cast “against” such director nominee.

In an uncontested election, if an incumbent director nominee does not receive a greater number of such shares voted “for” such director than the number of such shares voted “against” such director, then our Bylaws require that such director promptly tender his or her resignation to the Board, the effectiveness of which shall be conditioned upon, and subject to, acceptance by the Board. In that situation, the Corporate Governance and Nominating Committee of the Board (the “Corporate Governance and Nominating Committee”) would make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether to take other action. Within 90 days from the date the election results are certified, the Board will act on the Corporate Governance and Nominating Committee’s recommendation and will publicly disclose its decision and the rationale behind it.

In a contested election, which is an election in which the number of director nominees exceeds the number of directors to be elected ten days before the mailing of the Company’s definitive proxy statement, director nominees are elected by a plurality of the votes cast.

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

* Independent

AC = Audit Committee Member

CC = Compensation Committee Member

NC = Corporate Governance and Nominating Committee Member

EC = Executive Committee Member

ERC =Enterprise Risk Committee Member

CRC = Credit Risk Committee Member

CH = Committee Chair

FE = Audit Committee Financial Expert

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

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

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

The Audit Committee of the Board (the “Audit Committee”) has appointed KPMG as our independent registered public accounting firm for the current fiscal year, which ends December 31, 2024. Our shareholders are being asked to ratify such appointment at the Annual Meeting. In view of the difficulty and expense involved in changing our independent registered public accounting firm on short notice, should the shareholders not ratify the selection of KPMG, it is contemplated that the appointment of KPMG for the fiscal year ending December 31, 2024 will stand unless the Audit Committee finds other appropriate reasons for making a change. Disapproval by the shareholders will be considered a recommendation that the Audit Committee select another independent registered public accounting firm for the following fiscal year.

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

Proposal 3 - Advisory Vote on the Compensation of Our Named Executive Officers

With this Proposal 3, our shareholders are being asked to provide an advisory vote on the 2023 compensation of our named executive officers, as it is described under “Executive Compensation.” This proposal, commonly known as a “say-on-pay” proposal, gives each shareholder the opportunity to endorse or not endorse our executive compensation program. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement.

While this vote is advisory and not binding on the Company, it will provide us with information regarding investor sentiment about our executive compensation philosophy, policies and practices, which the Compensation Committee of the Board (the “Compensation Committee”) will be able to consider when determining executive compensation for the remainder of fiscal 2024 and beyond.

In response to the voting results for the frequency of the say-on-pay vote at our 2018 Annual Meeting of Shareholders, shareholders are being given the opportunity to provide a say-on-pay advisory vote on an annual basis. In 2023, over 64 million shares of Common Stock were voted on the shareholder say-on-pay resolution, with approximately 93% of all such votes cast in favor of the executive officer compensation program described in our 2023 proxy statement.

We believe that our executive compensation policies and procedures are competitive, focused on pay-for-performance principles, strongly aligned with the long-term interests of our shareholders and designed to attract and retain the talent needed to drive shareholder value and help us meet or exceed our financial and performance targets. We also believe that the compensation of our named executive officers for 2023 reflected our financial results for 2023. We employ an executive compensation program for our senior executives that emphasizes long-term compensation, with a significant portion weighted toward equity awards. This approach strongly aligns senior executive compensation with the interest of our shareholders. Accordingly, shareholders are being asked to vote on the following resolution to be presented at the Annual Meeting:

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

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

Unless the Board modifies its policy on the frequency of future say-on-pay advisory votes, the next say-on-pay advisory vote will be held at the 2025 Annual Meeting.

Proposal 4 – Advisory Vote on the Frequency of the Advisory Vote on the Compensation of Our Named Executive Officers

In addition to the advisory vote on our executive compensation program, we are also seeking a non-binding determination from our shareholders as to the frequency with which shareholders would have an opportunity to provide an advisory vote on our executive compensation program. We are providing shareholders the option of selecting a frequency of one, two or three years, or abstaining. For the reasons described below, we recommend that our shareholders select a frequency of one year, or an annual vote.

As described in Proposal 3 above, our shareholders are being provided the opportunity to cast an advisory vote on our executive compensation program. This Proposal 4 affords shareholders the opportunity to cast an advisory vote on how often we should include a say-on-pay advisory vote in our proxy materials for future annual shareholders meetings (or any special shareholders meeting for which we must include executive compensation information in the proxy statement for that meeting). Under this Proposal 4, shareholders may vote to have the say-on-pay advisory vote every year, every two years or every three years.

We provided our shareholders with the opportunity to cast a say-on-pay advisory vote every year from 2012 through 2023. An annual advisory vote on executive compensation will allow our shareholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in our proxy statement every year. The Board believes that an annual vote better corresponds with the presentation of compensation information in this Proxy Statement and that such practice will provide an effective way to obtain current information on shareholder sentiment about our executive compensation program. We, therefore, request that our shareholders select the “1 YEAR” option when voting on the frequency of advisory votes on our executive compensation.

The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on our executive compensation that has been selected by shareholders. The Compensation Committee values the opinions expressed by shareholders in these votes and will continue to consider the outcome of these votes in making its decisions on executive compensation. However, because this vote is advisory and not binding on our Board or the Company in any way, the Board may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on our executive compensation more or less frequently than the option approved by our shareholders.

The next advisory vote on the frequency of say-on-pay proposals is scheduled to occur at our 2030 Annual Meeting of Shareholders.

GOVERNANCE

The Board has adopted Principles of Corporate Governance, which were most recently amended October 27, 2022 (our “Principles of Corporate Governance”), as a framework for the governance of the Company. The Corporate Governance and Nominating Committee reviews our Principles of Corporate Governance annually and recommends changes to the Board, as appropriate. The complete text of our Principles of Corporate Governance is available at www.amerisbank.com.

Director Independence

Pursuant to our Principles of Corporate Governance and the listing standards of The Nasdaq Stock Market (“Nasdaq”), a majority of the members of the Board must be independent of the Company. For a director to be considered independent, the Board must determine that the director meets the independence criteria of the SEC and Nasdaq, as well as any other independence standards applicable to independent Board members as may be in effect from time to time under applicable laws, rules and regulations. For a director to be considered independent, the Board must determine that the director does not have a relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making this determination, the Board will consider all relevant facts and circumstances, including any transactions or relationships between the director and the Company or its subsidiaries.

The Board has determined that each member of the Board, other than Messrs. Miller and Proctor, is “independent,” as defined for purposes of the rules of the SEC and the listing standards of Nasdaq.

Board Leadership Structure and Role in Risk Oversight

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

Pursuant to our Principles of Corporate Governance, if the positions of Chairman and Chief Executive Officer are held by the same person, or if the Chairman is otherwise employed by the Company, then the Board shall select an independent director to serve as Lead Independent Director. The Lead Independent Director consults as appropriate with the Chairman or the Chief Executive Officer, oversees the flow of information to the Board and acts as liaison between the non-employee directors and management. The Lead Independent Director also serves as a focal point for the independent directors, thereby enhancing and clarifying the Board’s independence from management. The Lead Independent Director also has such other responsibilities as may be delegated to the Lead Independent Director by the Board from time to time.

Messrs. Miller and Proctor serve as our Chairman and our Chief Executive Officer, respectively, in each case since the Company acquired Fidelity Southern Corporation (“Fidelity”) on July 1, 2019. Upon the acquisition, Mr. Miller became employed by the Company and his employment continued until June 30, 2022, when it terminated in accordance with the terms of his employment agreement. Mr. Jeter served as Lead Independent Director from July 2019 to September 2019, and Mr. Hill has served as Lead Independent Director since September 2019.

As stated in our Principles of Corporate Governance, the Board believes that it is in the best interests of the Company for the Board to periodically evaluate and make a determination regarding whether or not to separate the roles of Chairman and Chief Executive Officer based upon the circumstances. The Board believes that having a separate Chairman and Chief Executive Officer provides a depth of dependable, decisive and experienced leadership to execute the Company’s strategy and that having these separate (although non-independent) roles, together with an engaged and experienced Lead

Independent Director, is the most appropriate leadership structure for the Board at this time. The Board, however, retains the flexibility to revise this structure in the future based upon its evaluation of the circumstances, including consideration of relevant governance and strategic matters.

The Enterprise Risk Committee is primarily responsible for overseeing the Company’s risk management processes on behalf of the full Board, although the Board and all of its committees are sensitive to risks relating to the Company and its operations. Through its interaction with our Chief Risk Officer, the Enterprise Risk Committee oversees credit risk, market risk (including liquidity and interest rate risk) and operational risk (including compliance and legal risk). The Enterprise Risk Committee is also responsible for overseeing the Company’s information technology and cybersecurity awareness and posture. Executive and senior information technology management provide regular updates to the Enterprise Risk Committee and to the Board, no less frequently than each quarter. The Audit Committee focuses on financial reporting risk, oversees the entire audit function and evaluates the effectiveness of internal and external audit efforts. It receives reports from management regularly regarding the Company’s assessment of the adequacy and effectiveness of internal control systems. Our external auditors meet at least quarterly with the Audit Committee in executive session to discuss potential risk and control issues involving the Company. Our Chief Risk Officer meets with both the Enterprise Risk Committee and the Audit Committee as necessary to discuss potential risk or control issues. The Enterprise Risk Committee and the Audit Committee report regularly to the full Board, which also considers the Company’s entire risk profile, including additional strategic and reputational risks. While the Board oversees the Company’s risk management, management is responsible for the day-to-day risk management processes. We believe that this division of responsibility is the most effective approach for addressing the risks facing the Company; however, we will continue to re-examine our Board leadership structure on a regular basis, recognizing that different structures may be appropriate in different situations faced by the Company.

Director Nomination Process and Diversity

Pursuant to our Principles of Corporate Governance, the Corporate Governance and Nominating Committee is responsible for reviewing, at least annually, the appropriate skills and experience required of directors to enable the Board to successfully perform its role in corporate governance. The Corporate Governance and Nominating Committee reviews the composition and size of the Board to ensure that it has the proper expertise and independence; determines the criteria for the selection of Board members and Board committee members; plans for continuity on the Board as existing Board members retire or rotate off the Board; establishes criteria for qualifications as independent directors, consistent with applicable laws and listing standards; reviews Board candidates recommended by shareholders in compliance with all director nomination procedures for shareholders; and recommends to the Board the slate of nominees of directors to be elected by the shareholders and any directors to be elected by the Board to fill vacancies.

The Corporate Governance and Nominating Committee has not established specific minimum age, education, experience or skill requirements for potential candidates but, in general, expects qualified candidates will have ample experience and a proven record of business success and leadership. Pursuant to our Principles of Corporate Governance: (i) director candidates will be evaluated based on their financial literacy, business acumen and experience, independence, and willingness, ability and availability for service; and (ii) directors must have the highest personal and professional ethics, integrity and values, including respectfulness, honesty and a commitment to teamwork and high standards consistent with the core values of the Company, and must consistently exercise sound and objective business judgment. It is also anticipated that the Board as a whole has individuals with significant appropriate senior management or other leadership experience, a long-term and strategic perspective and the ability to advance constructive debate.

The Corporate Governance and Nominating Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. Pursuant to our Principles of Corporate Governance, in determining whether to recommend a director nominee, the members of the Corporate Governance and Nominating Committee consider and discuss diversity, among other factors, with a view toward the role and needs of the Board as a whole. When identifying and

recommending director nominees, the members of the Corporate Governance and Nominating Committee generally view diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint and perspective, professional experience, education, skill and other qualities or attributes that together contribute to the functioning of the Board. The Corporate Governance and Nominating Committee and the Board believe that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the goal of creating a Board that best serves the needs of the Company and the interests of its shareholders. At present, 21% percent of our current directors self-identify as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, two or more races or ethnicities, or as LGBTQ+. Additionally, 21% of our directors self-identify as female. The following table provides information about the diversity of the Board in a standardized matrix as required by Nasdaq Rule 5606.

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

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

Although the Corporate Governance and Nominating Committee has authority to retain a search firm or consultant to assist in identifying director candidates, to date no such search firm or consultant has been engaged. Additionally, the Corporate Governance and Nominating Committee would consider any director candidate proposed by any shareholder of record who has given timely written notice to

our Corporate Secretary as required by Article II, Section 10 of our Bylaws. The proposing shareholder’s notice to our Corporate Secretary must set forth the information required by such section, including: (i) the director candidate’s name, credentials and contact information; an undertaking to deliver a director questionnaire and other information reasonably requested by the Company with respect to such director candidate; and his or her consent to be considered as a director candidate; and (ii) the proposing shareholder’s own contact information and information regarding the proposing shareholder’s share ownership, including derivative and hedging arrangements. To be timely, a proposing shareholder’s notice must be received at the Company’s principal executive office no earlier than, and no later than, the dates determined in accordance with our Bylaws. There are no differences in the manner in which the Corporate Governance and Nominating Committee evaluates director candidates it identifies and candidates who are recommended for nomination for membership on the Board by a shareholder.

Service on Other Boards and Changes in Principal Occupation

As stated in our Principles of Corporate Governance, directors are encouraged to limit the number of other boards on which they serve so as not to interfere with their service as a director of the Company. Directors who are serving as chief executives of public companies may not serve on the boards of more than two other companies in addition to the Board. Service on the boards of subsidiary companies with no publicly traded stock, non-profit organizations and non-public, for-profit organizations is not included in this calculation. Moreover, if a director sits on several mutual fund boards within the same fund family, such boards will count as one board for purposes of this calculation. In addition, members of the Audit Committee may not serve on the audit committees of more than two other public companies.

Pursuant to our Principles of Corporate Governance, when a director’s principal occupation or business association changes substantially during the director’s tenure on the Board, the director must promptly notify the Board. The Corporate Governance and Nominating Committee will evaluate and recommend to the Board whether, in light of all the circumstances, the director should continue to serve. If the Board determines that such director’s continued service is not in the best interests of the Company and its shareholders, then he or she shall tender an offer of resignation.

Communicating with the Board and its Committees

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

Director Reviews and Education

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

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

Reflecting our commitment to principles of director education, all directors completed compliance training during 2023. Topics included information security, including privacy requirements, cybersecurity and related threats, BSA/AML compliance, fair lending, Regulation O and related legislative and agency updates.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

Oversight

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

Strategy

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

Investing in a Sustainable Future

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

Building a Better Community

The Company and its employees passionately give time, talents and resources to support our communities, with efforts focused on improving educational equality, housing affordability and the overall health and wellbeing of those within the community. In 2023, the Bank gave over $3.0 million to philanthropic and civic organizations. We made 11,319 home loans and are proud of our efforts to make homeownership a reality for 4,983 first-time homebuyers and 3,050 buyers through Veterans Affairs, Fair Housing Administration or U.S. Department of Agriculture programs.

Advancing Our Teammates

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

Human Capital Management

At Ameris, we consider our teammates to be our greatest strength. At December 31, 2023, the Company employed 2,765 full-time-equivalent employees, primarily located in our core markets of Georgia, Alabama, Florida, North Carolina and South Carolina.

We take pride in listening to our employees, welcoming unique perspectives, supporting personal and professional growth and developing natural strengths. For example, each year the Company administers an employee engagement survey to gather meaningful insights and data, which is used as we continue to make improvements at Ameris and build upon our strong culture. The input obtained from these surveys helps our Board and executive officers to execute on initiatives such as the Ameris Foundation, leadership training and diversity and inclusion initiatives.

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

Support and Benefits

Providing employees with meaningful, competitive and supportive benefits to care for their lives and families is a top priority for the Company. We are proud to offer a comprehensive benefits package that includes medical, dental, vision and life insurance, paid time-off, 401(k) profit-sharing plan participation and an employee stock purchase plan. The Company’s 401(k) plan matches 50% of each employee’s elective deferral amount, up to the first 8% of the contribution.

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

Personal and Professional Growth

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

Mentorship at all levels is encouraged throughout our organization, as it supports our culture of learning and commitment to our teammates, new ideas and leadership development. Mentor Ameris is the Bank’s formal mentorship program, whereby annually, high potential colleagues are identified as mentees and paired with a selected mentor at the Bank. A total of 26 mentees were selected to participate in the program in 2023, of which 62% were female and 41% were minorities. The program is a nine-month commitment that is designed to encourage a lifelong mentee-mentor relationship.

Launched at the end of 2020, our Leadership Development Program is a self-paced, three-tiered program available to all employees, with coursework specific to leading self, leading others and leading leaders. We believe that effective and meaningful leadership development will further elevate the Company and support us in continuing to attract and retain top talent. At the end of 2023, we had a total of 424 teammates who were enrolled in or completed the program, of which 73% were female and 38% were minorities.

The development of our employees’ skills and knowledge is critical to the success of the Company. Our educational assistance program, which provides for reimbursement of certain education expenses up to $5,250, encourages personal development through formal education, such as a degree, licensing or certification, so that teammates can maintain and improve their skills or knowledge related to their current job or foreseeable-future position at Ameris. The importance of having career development discussions and guidance with employees is shared and reinforced during manager training sessions as well, as the Company recognizes these discussions are critical to establishing pathways for career growth.

Diversity and Inclusion

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

As part of that commitment, the Bank appointed its first Diversity and Inclusion Officer in 2020 and established a Diversity Task Force comprised of a diverse group of 29 teammates from across the Company. This group is dedicated to cultivating an environment that supports our strategy to engage, recruit, develop, retain and advance a diverse team of talent, inclusively and equitably. Leaders from this group have established employee resource groups which are meant to bring teammates together

from across the Company and offer strong networking opportunities and a forum to listen and to discuss and sponsor programs, activities and empowering resources that foster diversity and inclusion education and awareness. Employee resource groups currently include women in banking, LGBTQIA+, veterans, BIPOC (Black, Indigenous and People of Color), multigenerational, caregivers and mindfulness-mental health.

As of December 31, 2023, females represent 65% of the Company’s employee population, and minorities represent 32%. In addition, females represent 42% of the Company’s senior management staff, consisting of Vice Presidents and above, and minorities represent 18%.

BOARD OF DIRECTORS

Board Members

Our Bylaws provide that the Board will consist of not fewer than seven directors nor more than 15 directors, with the specific number of directors within such range being fixed by action of the Board from time to time. We currently have 14 directors; however, the Board has fixed the number of directors on the Board at 13 effective upon the election of directors at the Annual Meeting. Mr. Jimmy D. Veal has served as a director since 2008 and will retire upon the Annual Meeting. We are grateful to Mr. Veal for his many years of distinguished service to the Company.

The individual biographies below provide information about each director nominee, including information about such individual’s business experience, director positions held currently or at any time during the last five years, and the experiences, attributes or skills that caused the Corporate Governance and Nominating Committee and our Board to determine that such individual should be nominated to serve as a director. Each of the director nominees has been recommended by the Corporate Governance and Nominating Committee, and nominated by the Board, for election as a director at the Annual Meeting.

Board Committees

Audit Committee

The Audit Committee is currently comprised of four directors, none of whom is a current or former employee of the Company and all of whom are independent directors of the Company. The current members of the Audit Committee are Messrs. Choate, Ezzell and Lynch (Chairman) and Ms. O’Neal. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee, which operates under a written charter, represents the Board in discharging its responsibility relating to the accounting, reporting and financial practices of the Company and its subsidiaries. Its primary functions include:

The complete text of the Audit Committee charter is available at www.amerisbank.com.

Compensation Committee

The Compensation Committee is currently comprised of five directors – Messrs. Bullard, Ezzell, Hill (Chairman), Jeter and Stern – none of whom is a current or former employee of the Company or any of its subsidiaries and all of whom are independent directors of the Company. The duties of the Compensation Committee, which operates under a written charter, are generally to:

Additional information regarding the Compensation Committee’s processes and procedures for consideration of executive officer compensation is provided under “Executive Compensation - Compensation Discussion and Analysis.” The complete text of the Compensation Committee charter is available at www.amerisbank.com.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is currently comprised of five directors, none of whom is a current or former employee of the Company and all of whom are independent directors of the Company. The members of the Corporate Governance and Nominating Committee are Messrs. Bowen, Hill, Stern (Chairman) and Veal and Ms. McCague. Pursuant to its written charter, the Corporate Governance and Nominating Committee is responsible for:

Additional information regarding the Corporate Governance and Nominating Committee’s processes and procedures is provided under “Governance – Director Nomination Process and Diversity.” The complete text of the Corporate Governance and Nominating Committee charter is available at www.amerisbank.com.

Executive Committee

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

Enterprise Risk Committee

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

Credit Risk Committee

The Credit Risk Committee is a Bank-level committee currently comprised of four directors, none of whom is a current or former employee of the Company and all of whom are independent directors of the Company. The directors who are members of the Credit Risk Committee are Messrs. Bowen, Choate (Chairman), Lynch and Veal. Pursuant to its written charter, the complete text of which is available at www.amerisbank.com, the Credit Risk Committee oversees the Bank’s asset quality and credit administration practices by reviewing risk strategies for the loan portfolio, loan applications, overall credit quality standards and performance, new loan products and lending strategies and compliance and adequacy of the allowance for loan and lease losses.

Board and Committee Meetings

The following table provides the number of meetings held by the Board and its committees during 2023.

Each director attended at least 75% of all meetings of the full Board and of those committees on which he or she served and was eligible to attend in 2023. Additionally, the independent directors met in executive sessions, without any members of management or other employees present, six times in 2023. These executive sessions allow the Board to review key decisions and discuss matters in a manner that is independent of management.

All members of the Board then serving participated in the Company’s 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”). Pursuant to our Principles of Corporate Governance, directors are expected to attend the Company’s annual meeting shareholders absent unusual circumstances.

Director Compensation

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

Directors who are employees of the Company do not receive additional compensation for serving as directors of the Company. Non-employee director compensation is comprised of the following components:

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

Director Compensation Table

The following Director Compensation Table sets forth the total compensation earned by directors for the fiscal year ended December 31, 2023. Ms. McLean, who was appointed as a director in February 2024, and Mr. Proctor, who is also a named executive officer, are not included in the table below. Compensation paid to named executive officers for their service in a director capacity, if any, is presented in the supplementary table to the Summary Compensation Table included under “Executive Compensation – Compensation Tables – Summary Compensation Table.”

Agreements with James B. Miller, Jr.

In connection with the Company’s acquisition of Fidelity, the Company and the Bank entered into an employment agreement with Mr. Miller, which became effective upon the closing of the acquisition on July 1, 2019 (the “Miller Employment Agreement”). In accordance with the Miller Employment Agreement, Mr. Miller’s employment with the Company commenced on July 1, 2019 and ended on June 30, 2022 (the “employment period”). The Miller Employment Agreement provides, among other things, that Mr. Miller would serve as Chairman and a member of the boards of directors of the Company and the Bank during the employment period.

In consideration for his services, Mr. Miller was entitled to receive during the employment period: (i) an annual base salary of $1,000,000; (ii) incentive compensation opportunities that were no less favorable than those provided by Fidelity prior to its acquisition or, if more favorable, those provided to other senior executives of the Company, provided that the target annual incentive opportunities would not be less than 50% of Mr. Miller’s annual base salary; and (iii) employee benefits and fringe benefits (including life insurance, vacation, reimbursement of club dues and automobile benefits) that were no less favorable than those provided by Fidelity prior to its acquisition or, if more favorable, those provided to other senior executives of the Company.

The Miller Employment Agreement also contains certain restrictive covenants, including a perpetual nondisclosure covenant and covenants concerning noncompetition and nonsolicitation of clients, customers and employees, each of which apply until 18 months after the termination of Mr. Miller’s employment. Pursuant to the Miller Employment Agreement and in consideration of such covenants, the Company paid to Mr. Miller an aggregate of $900,000, as follows: (i) $300,000 on January 15, 2023; and (ii) $25,000 in semi-monthly installment payments, which commenced on January 15, 2023 and continued until the remaining $600,000 was paid.

The Miller Employment Agreement also provided that the Company would maintain, during Mr. Miller’s lifetime, life insurance policies in the aggregate face amount of $8.0 million; however, the Company and Mr. Miller entered into the Split Dollar Termination Agreement, dated as of March 1, 2023 (the “Miller Spilt Dollar Termination Agreement”), which amended the Miller Employment Agreement to terminate this obligation of the Company effective as of such date, with the Company entitled to receive the death benefits provided for under such policies as a result. The Miller Split Dollar Termination Agreement further provides that, in connection with such termination, the Company will pay to Mr. Miller an amount equal to approximately $3.8 million, subject to payroll withholding, payable in: (i) three installments of $1.0 million in each of July 2023, 2024 and 2025; and (ii) one installment of approximately $800,000 in July 2026. Payment of this amount is not expected to result in an expense to the Company, as it has been fully accrued and the policies’ aggregate net amount at risk is approximately half of the aggregate death benefits to which the Company would become entitled. Notwithstanding the payment schedule set out in the Miller Split Dollar Termination Agreement, if the Company reasonably believes that Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), would prevent the Company from receiving a deduction for any portion of such payments (the “Section 162(m) Limitation”), then such portion will instead be paid in the first calendar quarter of the year in which the Company reasonably anticipates being able to receive such deduction. The Company did not make the $1,000,000 payment to Mr. Miller in July 2023 due to the Section 162(m) Limitation and, in accordance with the Miller Split Dollar Termination Agreement, will pay such payment in the first calendar quarter of the year in which the Company reasonably anticipates being able to receive such deduction.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

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

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

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

This Compensation Discussion and Analysis is intended to assist our shareholders in understanding the Company’s compensation program. It presents and explains the philosophy underlying our compensation strategy and the fundamental elements of compensation paid to our named executive officers (collectively, “named executive officers” or “NEOs”) whose 2023 compensation information is provided in the tables following this discussion. Our 2023 NEOs are the following:

Specifically, this Compensation Discussion and Analysis addresses the following:

2023 Business Performance Highlights

The Company delivered strong financial results in 2023 due to the Ameris team’s continued focus and discipline and is well positioned for 2024 as it focuses on core fundamentals in its strong Southeastern markets. The Company is proud of the results achieved in 2023, including:

Adjusted net income, tangible book value, nonperforming portfolio assets, adjusted efficiency ratio and tangible common equity ratio are non-GAAP measures. See “Reconciliation of GAAP and Non-GAAP Financial Measures” in Exhibit A to this Proxy Statement for a reconciliation of the foregoing non-GAAP measures to the most comparable GAAP measures.

Shareholder Outreach

We communicate regularly with our shareholders about matters of importance to them, as well as our corporate strategy, financial performance, long-term objectives and business opportunities. Our shareholder outreach efforts also include responding to shareholder correspondence and inquiries; attending investor conferences; engaging with analysts who cover the Company to reinforce key themes regarding corporate strategy and financial performance; engaging with proxy advisory firms; and meeting with rating agencies.

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

At the 2023 Annual Meeting, approximately 93% of the votes cast approved the Company’s executive compensation program for the NEOs. The Compensation Committee believes our current program adequately and effectively addresses shareholder concerns, promotes the Company’s business strategy and aligns pay with performance and shareholder value.

Compensation Philosophy and the Objectives of Our Compensation Program

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

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

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

What Our Executive Compensation Program is Designed to Reward

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

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

Long-term incentives reward executives for the longer-term success of the Company. In 2023, the Company granted long-term incentives in the form of time-based restricted stock and performance stock units. This equity-based compensation rewards executives for the long-term performance of the Company and maintains the alignment between executive compensation levels and shareholder value.

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

The following charts show the relative value of the various compensation components for 2023 (base salary, annual incentive at target, long-term incentive value at grant date and other compensation, including supplemental retirement and perquisites), as a percentage of 2023 total compensation. For our Chief Executive Officer, 78% of his compensation mix is allocated to at-risk performance- and or stock-based incentives.

 

Process for Determining Executive Officer Compensation

Role of the Compensation Committee

The Compensation Committee administers the Company’s executive compensation program. Throughout 2023, the Compensation Committee included Messrs. Bullard, Hill (Chairman), Jeter and Stern. Mr. Ezzell was also added to the Compensation Committee in July 2023. The members of the Compensation Committee all qualify as independent, outside members of the Board in accordance with the requirements of Nasdaq and current SEC regulations.

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

Additionally, the Compensation Committee periodically reviews our incentive plans and other equity-based plans. The Compensation Committee reviews, adopts and submits to the Board any proposed

arrangement or plan and any amendment to an existing arrangement or plan that provides or will provide benefits to the executive officers collectively or to an individual executive officer. The Compensation Committee has sole authority to retain and terminate compensation consultants and other advisors as it deems appropriate.

Role of the Executive Officers

The Chief Executive Officer, Chief Financial Officer and Chief Governance Officer work with the Compensation Committee to gather and compile data and supporting materials for review at Compensation Committee meetings and make recommendations about the design of our executive compensation program plans. The Chief Executive Officer annually reviews the performance of the other NEOs, after which the Chief Executive Officer presents his conclusions and recommendations to the Compensation Committee for approval. The Compensation Committee has absolute discretion as to whether it approves the recommendations of the Chief Executive Officer or makes adjustments, as it deems appropriate.

Role of the Compensation Consultant

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

Benchmarking

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

The Compensation Committee, with input from its independent compensation consultant, annually reviews and selects the peer companies, which generally consist of publicly traded regional commercial bank holding companies. For 2023, the peer companies were selected primarily based upon the following criteria: (i) similar business operations and geographic footprint; (ii) assets and market capitalization between approximately one-third and three times our assets and market capitalization, respectively; and (iii) competitors for executive talent.

For 2023 compensation actions, our peer group consisted of the following 16 companies:

Source: S&P Capital IQ. Data as of 12/31/2023.

(Dollars in billions)

Elements of Compensation

The components of the 2023 executive compensation program, as well as the type of compensation and the objectives of the compensation, are included in the table below.

Base Salary

It is the Company’s philosophy that employees be paid a base salary that is competitive with the salaries paid by comparable organizations based on each employee’s experience, performance and any other unique factors or qualifications. Generally, the Company has chosen to position cash compensation in a range around market median levels in order to remain competitive in attracting and

retaining executive talent. The range is also benchmarked, and employees are paid within the market benchmarked range based on their unique situation. Actual base salaries paid vary within a range based on performance over time. The allocation of total cash compensation between base salary and annual bonus or incentives is based on a variety of factors. In addition to the market positioning of the base salary and the mix of total compensation, the Compensation Committee also takes into consideration the following:

After reviewing the total compensation targets for our NEOs against market data, the Compensation Committee approved the following 2023 base salary amounts, effective March 1, 2023:

Annual Incentives

The Compensation Committee believes a formalized annual incentive plan with well-defined and clearly communicated objectives strengthens the link between performance and compensation. The 2023 annual incentive plan was developed to subject a meaningful portion of our NEOs’ cash compensation to achievement of pre-established performance targets to ensure the continued alignment of executive compensation, Company performance and strategic goal attainment. Annual incentive cash payouts reflect the extent to which annual targets for performance goals are met or exceeded. Targets for performance goals are set with the intent that achievement will ultimately result in enhancement to shareholder value. When determining the targets, the Compensation Committee considers past financial performance of the Company and its internal estimates of the current year’s planned financial performance. Growth expectations as well as improved profitability and operating efficiencies are the gauge by which meaningful targets are set and executive performance is measured.

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

The performance measures used in 2023 were unchanged from the metrics used in 2022 as they continue to align with our internal operating plan and business strategy. The 2023 goals included the following:

For 2023, achievement by the NEOs at Threshold pays out at 50% of the performance goal’s weight. Achievement at Target pays out between a range of 100% and 120% of the performance goal’s weight. Achievement at Maximum pays out at 170% (the maximum achievement level or “cap”) of the performance goal’s weight. Actual results are prorated based on where they fall along the continuum from the Threshold amount through the Target amount, from the Target Minimum (100%) through the Target Maximum (120%), and from the Target amount through the Maximum amount.

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

During the first quarter of 2023, the Compensation Committee established the Target percentage of base salary for each of the NEOs. The Compensation Committee used the 2023 base salary in calculating the annual incentive award payments. The following chart shows the range of annual incentive award opportunities expressed as a percentage of salary for the NEOs.

Calculating Annual Incentive Awards

The following formula was used to calculate the payment that could be awarded to NEOs under the 2023 annual incentive award program:

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

The 2023 performance goals for short-term incentive compensation were chosen because each of the goals strongly aligned with the overall business objectives of the Company for the year and were as follows:

The Company achieved: (i) above Target but below Maximum with respect to Credit Quality and Efficiency Ratio; and (ii) between Threshold and Target with respect to ROA. Based on the weighted operating performance results relative to the Targets established for 2023, a 128.83% achievement factor was reached, compared with the targeted payout factor of 100%. The Compensation Committee believes these incentive payments are aligned with the Company’s business results and compensation philosophy.

In deciding the amount of the incentive award, the Compensation Committee can consider, among other things, the Company’s overall performance and the individual participant’s specific contributions and performance throughout the performance period, as well as any actual or perceived inappropriate risks taken by participants. Individual performance criteria for all NEOs in 2023 was reviewed, and based on guidance from the Chief Executive Officer, the Compensation Committee determined to apply the 10% individual performance adjustment to the formulaic calculations for the NEOs, excluding the Chief Executive Officer. Without the Chief Executive Officer present, the Compensation Committee determined that his outstanding performance also warranted a 10% individual performance adjustment to the payout.

Annual incentive payouts for 2023 performance for the NEOs are listed below.

2023 Long-Term Equity Awards

The Compensation Committee believes that the Company’s executive compensation program should include a significant equity-based component because this best aligns the interests of our executives with those of our shareholders. The Company’s employees and non-employee directors may participate in the Ameris Bancorp 2021 Omnibus Equity Incentive Plan (the “2021 Plan”), under which the 2023 equity awards were issued.

Awards may be granted under the 2021 Plan from time to time and may be in the form options, stock appreciation rights, restricted shares, restricted share units, performance shares, performance units, performance awards and other stock-based awards. The 2021 Plan was approved by the Company’s shareholders at the 2021 Annual Meeting held on June 10, 2021, and amended by the Compensation Committee, effective July 26, 2022. Such amendment provides that a change in control under the 2021 Plan includes any reorganization, merger or consolidation in which a majority of the Company’s directors prior to such reorganization, merger or consolidation constitute less than a majority of the members of the board of directors (or equivalent governing body) of the company resulting from such reorganization, merger or consolidation. The 2021 Plan replaced the Ameris Bancorp 2014 Omnibus Equity Compensation Plan (the “2014 Plan”). All awards outstanding under the 2014 Plan as of June 10, 2021, the date of shareholder approval of the 2021 Plan, remained in full force and effect under the 2014 Plan according to their respective terms.

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

We consider long-term equity-based compensation to be critical to the alignment of executive compensation with shareholder value creation. Therefore, a market competitive, long-term equity-based incentive component is an integral part of our overall executive compensation program. The total long-term incentive award in a given year is based on a targeted dollar value that is then converted into the specific equity awards. The following chart reflects the 2023 Target award opportunities for each NEO.

Target long-term incentive opportunities are established based on competitive market practices, as well as the performance and contributions of the NEOs.

The fair value of 2023 long-term incentive awards is reflected in the Summary Compensation Table under “Executive Compensation – Compensation Tables.” In 2023, our long-term equity incentive program consisted of the following components:

2021 – 2023 Performance Stock Units

IM PSUs. On December 31, 2023, the IM PSUs which were issued to the NEOs on February 18, 2021 (the “2021 IM PSUs”) vested and exceeded the Threshold but below Target level of the TBV Growth performance condition, resulting in vesting of 93% of the target number of shares granted. A summary of the performance goals and actual results for the 2021 IM PSUs is set forth below.

On February 15, 2024, the Compensation Committee certified the Company’s performance with respect to the IM PSUs for the 2021-2023 performance period and the following number of shares of Common Stock was subsequently issued to the NEOs pursuant to the 2021 IM PSUs to deliver a payout at approximately 93%:

The calculation of TBV Growth for purposes of the 2021 IM PSUs was adjusted to exclude the impact of the Company’s acquisition of Balboa Capital Corporation in December 2021, which occurred after the performance conditions for the 2021 IM PSUs had been established.

TSR PSUs. On December 31, 2023, the TSR PSUs which were issued to the NEOs on February 18, 2021 (the “2021 TSR PSUs”) exceeded the Maximum level of the ROTCE performance condition, resulting in vesting of 200% of the target number of shares granted. A summary of the performance goals and actual results for the 2020 TSR PSUs is set forth below.

On February 15, 2024, the Compensation Committee certified the Company’s performance with respect to the TSR PSUs for the 2021-2023 performance period and the following number of shares of Common Stock was subsequently issued to the NEOs pursuant to the 2021 TSR PSUs to deliver a payout at the Maximum level (200%):

The 2021 TSR PSUs had a relative TSR modifier which compared the TSR of the Company to that of the KRX. If the Company’s three-year TSR was in the bottom quartile or the top quartile of the KRX, then the payout would be reduced by 20% or be increased by 20%, respectively. Regardless of

performance, the total award could not exceed 200% of Target. This modifier was not applied in calculating the payout for the 2021 TSR PSUs because the Company’s three-year TSR as of the end of the 2021-2023 performance period fell between the 25th and 75th percentiles relative to the KRX.

Perquisites

We provide our NEOs with minimal perquisites, such as a company car in limited instances. Additional details on perquisites are provided in a supplementary table to the Summary Compensation Table under “Executive Compensation – Compensation Tables.”

We view certain perquisites as being beneficial to the Company, in addition to being directly compensatory to the executive officers. For example, company cars, which are provided to certain executive officers based on business needs, are used primarily for business purposes. In addition, these perquisites, as a minor expense to the Company, provide a useful benefit in our efforts to recruit, attract and retain top executive talent.

Retirement Benefits

The Bank and certain executive officers and other employees of the Bank and the Company entered into Supplemental Executive Retirement Agreements (each, a “Retirement Agreement”), the purpose of which is to provide a select group of employees who are expected to contribute significantly to the future business success of the Company and the Bank with supplemental retirement income and death benefits. Such benefits are meant to retain quality executive talent over a long period of time, which is required in order to execute long-term strategy. Each Retirement Agreement provides for the payment of an annual retirement benefit, payable in monthly installments, commencing when the employee reaches age 65, provided that the employee remains employed by the Bank until the required age of 65. Included among the officers entering into a Retirement Agreement were Messrs. Bassett, Edwards and LaHaise and Ms. Stokes, all of whom are NEOs, and each of whom is to receive annual retirement benefits under his or her respective Retirement Agreement as follows: (i) Mr. Bassett, $75,000 for 15 years; (ii) Mr. Edwards $100,000 for 15 years; (iii) Mr. LaHaise $100,000 for 10 years; and (iv) Ms. Stokes, $50,000 for 15 years.

Each Retirement Agreement provides for a reduced benefit in the event that the employee terminates his or her employment prior to reaching the required age. If the termination is voluntary and without “good reason” (as defined in the Retirement Agreements), then the termination benefit is equal to the liability balance then accrued in the Company’s accounting records for the employee, to be paid out in monthly installments ratably over a period of 10 years; however, Mr. LaHaise will not become vested in this benefit until after the 10-year anniversary of the date of his Retirement Agreement. Messrs. Bassett and Edwards and Ms. Stokes vested with respect to this benefit in November 2022. If the termination of employment is involuntary and without “cause” (as defined in the Retirement Agreements), or is voluntary but with good reason, then the termination benefit is equal to the liability balance then accrued in the Company’s accounting records for the employee, to be paid out in monthly installments ratably over a period of 10 years commencing at retirement age. If the employee is terminated for cause at any time, then all remaining benefits under his or her Retirement Agreement will be forfeited.

Each Retirement Agreement also provides that if the applicable employee dies prior to reaching the required age, then the annual retirement benefit will be payable in monthly installments to the employee’s beneficiary for a period of 10 years, commencing upon the employee’s death. In addition, if the employee becomes disabled prior to reaching the required age, then the employee will be entitled to a benefit equal to the liability balance then accrued in the Company’s accounting records for the employee, to be paid out in monthly installments ratably over a period of 10 years, commencing at the time of disability.

Mr. Edwards retired from both the Company and the Bank on March 31, 2024, and will receive the retirement benefits in accordance his Retirement Agreement.

Under the Retirement Agreement, the following terms shall have the accompanied meanings:

Executive officers are also eligible to participate in our 401(k) and profit sharing retirement plan, which is a Company-wide, tax-qualified retirement plan. The intent of this plan is to provide all employees with a tax-advantaged savings opportunity for retirement. We sponsor this plan to help employees in all levels of the Company save and accumulate assets for use during their retirement. As required, eligible pay under this plan is capped at annual limits in the Code. The Company offers a discretionary match to employee contributions based upon the performance of the Company and subject to the approval of the Board. Company contributions to the 401(k) and profit sharing plan vest in equal annual installments over a five-year period.

In addition, we also provide our employees with an employee stock purchase plan, which provides the employee with the opportunity to purchase shares of Common Stock via payroll deduction. The minimum purchase is $25, and the plan does not provide discounts or look-back features. The plan covers the administrative costs involved in the purchase of the stock.

Health and Welfare Plans

The NEOs are eligible to participate in Company-sponsored benefit plans on the same terms and conditions as those generally provided to salaried employees. Basic health benefits, dental benefits and similar programs are provided to make certain that access to healthcare and income protection is available to our employees and their family members. Health benefits also include a Section 125 plan or a health savings account to provide for pre-tax deferral for non-reimbursable health expenses. The cost of Company-sponsored benefit plans is negotiated with the providers of such benefits, and the executive officers contribute to the cost of the benefits.

Severance Agreements

On May 7, 2019, the Company and the Bank entered into a Severance Protection and Restrictive Covenants Agreement (each, a “Severance Agreement”) with each of Messrs. Bassett, Edwards and LaHaise and Ms. Stokes. In the case of each of Messrs. Bassett, Edwards and LaHaise, the Severance Agreement replaced and superseded his prior employment agreement, which automatically terminated with the execution of the Severance Agreement. The Severance Agreements were entered into following a review of executive compensation matters conducted by the Compensation Committee during which the Compensation Committee determined to provide similar terms to all executive officers for the payment of severance and other benefits upon any termination of their employment.

Each Severance Agreement provides that, in the event of termination of the executive’s employment by the Company without “cause” (as defined in the Severance Agreement) or by the executive for “good reason” (as defined in the Severance Agreement), the Company will pay to the executive, subject to the execution of a release of claims, certain accrued but unpaid amounts and the following severance benefits: (i) equal semi-monthly installments for two years in accordance with the Company’s normal payroll practices, totaling two times the sum of (a) the executive’s base salary and (b) the executive’s target cash bonus opportunity for the year in which the termination of employment occurred; (ii) a pro-rata portion of the cash bonus, if any, that the executive would have earned for the year during which the termination of employment occurred, based on the achievement of applicable performance goals; and (iii) reimbursement for any monthly COBRA premium paid for a period of as many as eighteen months. If a termination without cause or for good reason occurs at the time of, or within one year after, a “change of control” of the Company (as defined in the Severance Agreement), then the amounts described in clause (i) will be paid in a lump sum instead of installments.

In the event of termination of the executive’s employment on account of the executive’s death or disability, the executive (or his or her estate) will be entitled to receive, in addition to certain accrued but unpaid amounts, a pro-rata portion of the cash bonus, if any, that the executive would have otherwise earned for the year during which the termination of employment occurred, based on the achievement of applicable performance goals.

Each Severance Agreement also includes certain restrictive covenants that limit the executive’s ability to compete with the Company and the Bank and to solicit, or attempt to solicit, certain customers and employees for a period of two years after termination or to divulge certain confidential information concerning the Company or the Bank for any purpose other than as necessary in the executive’s performance of his or her duties.

Under the Severance Agreement, the following terms have the accompanied meanings:

more of either (1) the then-outstanding shares of Common Stock (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, the following acquisitions shall not constitute a change of control: (w) any acquisition directly from the Company; (x) any acquisition by the Company; (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company; or (z) any acquisition pursuant to a transaction that complies with clauses (c)(1), (c)(2) and (c)(3) below; (b) individuals who, as of the effective date of the Severance Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date whose election, or nomination for election by our shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (c) consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries, in each case unless, following such business combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such business combination beneficially own, directly or indirectly, greater than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent governing body), as the case may be, of the entity resulting from such business combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such business combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such business combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such business combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation (or equivalent securities) resulting from such business combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the business combination, and (3) at least a majority of the members of the board of directors (or equivalent governing body) of the entity resulting from such business combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such business combination; or (d) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Mr. Edwards retired from the Company and the Bank effective March 31, 2024, and, as of such date, is no longer entitled to receive any payments under his Severance Agreement.

We do not maintain a separate severance plan for Mr. Proctor. Severance benefits for Mr. Proctor are limited to those set forth in the Company’s employment agreement with Mr. Proctor (the “Proctor Employment Agreement”). See “Executive Compensation – Employment Agreements.”

Other Compensation Program Aspects

Stock Ownership Requirements

To further ensure that the long-term interests of the Company’s senior management are aligned with those of our shareholders, the NEOs, as well as the Company’s non-employee directors, are required by the Company’s stock ownership guidelines to acquire and maintain a specified investment in the Company. Our current guidelines require our non-employee directors to own five times their annual

cash retainer in Company stock. We require our Chief Executive Officer to own stock with a market value equivalent to six times the executive’s base salary and all other NEOs to own stock with a market value equivalent to three times the executive’s base salary. All executives and non-employee directors must retain 50% of the net shares issued in the form of equity awards (after vesting, net of any tax withholdings) until the ownership requirements are attained. During the annual review conducted in 2023, it was determined that all conditions of our share ownership policy were being met at that time.

Insider Trading Policy; Hedging Restrictions

The Board has adopted an insider trading policy. The provisions of this policy expressly prohibit directors, officers and other employees of the Company and its subsidiaries from trading, either directly or indirectly, in securities of the Company after becoming aware of material nonpublic information related to the Company. To further ensure adherence with this policy, guidelines have been established for blackout periods and for appropriate disclosure of internal information to external parties. The insider trading policy provides guidance as to what constitutes material information and when information becomes public. The insider trading policy addresses transactions by family members and under Company plans, as well as other transactions which may be prohibited, such as short-term trading, short sales, publicly trading in options, hedging transactions and post-termination transactions. The policy discusses the consequences of an insider trading violation, additional trading restrictions and certain reporting requirements applicable to directors, officers and designated key employees.

The insider trading policy also expressly prohibits all officers, directors and employees of the Company and its subsidiaries from engaging in short sales of Company securities or engaging in any other type of transaction where they will earn a profit based on a decline in the Company’s stock price, or otherwise enter into any hedging or similar arrangement with respect to Company securities.

Clawback Policy

The Board approved a mandatory clawback policy, effective October 26, 2023, as required under the SEC and Nasdaq rules. Under this policy, erroneously awarded incentive compensation paid to executives must be repaid to the Company in the event of an accounting restatement.

Equity Grant Policy and Practices

A grant of equity compensation to eligible persons generally is awarded on an annual basis. The Compensation Committee has adopted a schedule and process of reviewing the program provisions and grant levels in the first quarter of the year to coincide with the annual performance management compensation review process established by the Company for all officers and other employees. The Compensation Committee specifically approves all grants of equity compensation to NEOs, other officers covered by Section 16(a) of the Exchange Act and other key employees, including the determination of the grant date for those awards.

Compensation Program Risk

We do not believe that our compensation program encourages excessive or inappropriate risk-taking. The Compensation Committee annually reviews, with the assistance of our Chief Risk Officer, compensation arrangements, agreements and benefit plans of the Company made available to the NEOs and to all other employees of the Company to ensure that such arrangements, agreements and benefit plans do not encourage those employees to take unnecessary and excessive risks that could threaten the financial condition of the Company.

In connection with this review, the Compensation Committee reviews an inventory of its executive and non-executive compensation programs, with particular emphasis on incentive compensation plans or programs. The Compensation Committee evaluates, with the assistance of appropriate officers of the Company, the primary components of its compensation plans and practices to identify whether those components, either alone or in combination, properly balance compensation opportunities and risk. The Compensation Committee considers various risk-mitigating policies and terms adopted by the

Company in connection with this analysis, including the Company’s stock ownership requirements, incentive compensation and clawback provisions. The Compensation Committee concluded, after such review, that the arrangements, agreements and benefit plans of the Company do not encourage those employees to take such risks. The Compensation Committee expects to continue monitoring and periodically evaluating these incentive compensation arrangements, agreements and benefit plans at least annually, as part of the Company’s oversight of risk management for the organization.

Compensation Committee Interlocks and Insider Participation

None of Messrs. Bullard, Ezzell, Hill, Jeter or Stern, each of whom is a member of the Compensation Committee, is or has been an officer or employee of the Company.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” in this Proxy Statement with the Company’s management and, based on such review and discussions, has recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement.

Submitted by the Compensation Committee:

Leo J. Hill (Chair)

Rodney D. Bullard

R. Dale Ezzell

Daniel B. Jeter

William H. Stern

Compensation Tables

Summary Compensation Table

The Summary Compensation Table below sets forth the total compensation awarded to, earned by or paid to our NEOs for 2021, 2022 and 2023.