AMERIS BANCORP (ABCB)
Sector: Financials
2026 Annual Meeting Analysis
AMERIS BANCORP · Meeting: May 21, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since November 2014 with relevant business experience; no overboarding, attendance, or TSR trigger concerns — ABCB's 3-year return of 125.4% outpaces the peer group median by +87.2pp, well above the 65pp threshold needed to trigger a concern.
Director since July 2019 with strong legal and business leadership background; no overboarding, attendance, or TSR trigger concerns given ABCB's exceptional outperformance versus both peers and the QABA community bank index benchmark.
Director since July 2019 with relevant construction and business founding experience; no overboarding, attendance, or TSR trigger concerns given ABCB's strong performance track record.
Lead Independent Director since 2019 with deep banking industry experience; serves as Lead Independent Director of Transamerica Mutual Funds but this does not constitute overboarding, and ABCB's TSR far exceeds both peer and QABA benchmarks during his tenure.
Longest-serving director (since April 1997) with extensive financial services and lending experience; no overboarding or attendance concerns, and ABCB's stock performance under his tenure has been strongly positive relative to the QABA benchmark.
Director since February 2000 with broad business and financial experience as a CFO; no overboarding or attendance concerns, and ABCB's 3-year TSR of 125.4% vastly exceeds both the peer median and the QABA benchmark.
Director since February 2024, joining within the past 24 months and therefore exempt from the TSR trigger under policy; serves as Audit Committee Chair with strong accounting credentials from Ernst & Young, satisfying the financial expertise requirement.
Chairman since July 2019 with extensive banking leadership experience; the $650,000 split-dollar termination payment in 2025 relates to a pre-negotiated agreement tied to the Fidelity acquisition and is not indicative of an ongoing independence concern, and ABCB's TSR is strongly positive during his tenure.
CEO and executive director since July 2019; subject to the same TSR trigger as other directors, but ABCB's 3-year return of 125.4% outperforms the peer group median by +87.2pp — well above the 65pp threshold — so no TSR trigger fires; his outside board seats (Brown and Brown, Choate Construction, Inspire Brands) do not appear to constitute overboarding per policy since Choate Construction and Inspire Brands are not publicly traded companies.
Director since November 2013 with real estate and business development expertise; no overboarding, attendance, or TSR trigger concerns given ABCB's exceptional performance versus peer group and the QABA benchmark during his tenure.
All ten director nominees receive a FOR vote. ABCB's 3-year price return of 125.4% outperforms the company-disclosed peer group median of 38.2% by +87.2 percentage points — exceeding the 65pp threshold for a strong-positive-TSR company that would be needed to trigger a concern — and also outperforms the QABA community bank index benchmark by +71.8pp. No directors are overboarded, all attended at least 75% of meetings in 2025, and the board's committees are properly composed with independent members and appropriate financial expertise.
Say on Pay
✓ FORCEO
H. Palmer Proctor, Jr.
Total Comp
$6,077,507
Prior Support
97.6%%
CEO total compensation of approximately $6.1 million is reasonable for the CEO of a $5.4 billion market cap regional bank with exceptional 2025 results, including 14.5% tangible book value growth, 1.54% return on assets, and 14.51% return on average tangible common equity. The pay mix is well-structured, with approximately 78% of CEO compensation tied to performance-based or equity-based incentives, satisfying the policy's requirement that at least 50-60% of pay be variable; annual incentive payouts reflect genuine performance achievement (the company hit or exceeded maximum on two of three short-term metrics), and long-term equity awards include rigorous three-year performance stock awards tied to tangible book value growth and return on tangible common equity versus a banking industry peer index. Prior-year shareholder support was an exceptionally strong 97.6%, and the company's stock performance substantially outpaced both the QABA community bank benchmark and its disclosed peer group over the past three years.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing excerpt provided does not include the auditor fee table, so non-audit fee ratio and tenure cannot be confirmed from the available data; per policy, when tenure is not disclosed the tenure trigger does not fire, and absent confirmed fee data no fee-ratio trigger applies — the default vote is FOR. KPMG is a Big 4 firm fully appropriate for a $5.4 billion market cap regional bank, and no material restatements were identified in the filing.
Overall Assessment
The 2026 Ameris Bancorp annual meeting ballot contains three standard proposals: director elections, auditor ratification, and an advisory say-on-pay vote. All proposals receive a FOR vote — the director slate is clean with no overboarding, attendance, or TSR trigger concerns (ABCB's 3-year return of 125.4% substantially outperforms both its peer group and the QABA community bank benchmark), the pay program is well-structured with strong pay-for-performance alignment backed by 97.6% prior-year shareholder support, and KPMG is an appropriate Big 4 auditor for the company's size and complexity.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing