XML 107 R2.htm IDEA: XBRL DOCUMENT v3.24.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
PAY-VERSUS-PERFORMANCE
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.
Year
Summary
Compensation Table
Total for Steven R.
Gardner
(1)
($)
Compensation
Actually Paid to
Steven R.
Gardner
(1)(2)(3)
($)
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs
(1)
($)
Average
Compensation
Actually Paid to
Non-PEO
NEOs
(1)(2)(3)
($)
Value of Initial Fixed
$100 Investment
based On
(4)
Net Income
($ Millions)
Adjusted
Return on
Average Assets
(ROAA)
(5)
TSR
($)
Peer
Group
TSR
($)
2023 4,964,451 2,744,565 2,021,592 1,543,453 105.65 115.69 31 1.03%
2022 5,974,431 2,066,457 1,898,383 1,012,067 108.35 116.15 284 1.32%
2021 7,054,109 12,243,954 2,041,650 3,439,847 132.34 124.78 340 1.66%
2020 5,127,540 8,448,740 1,554,372 2,299,152 100.35 91.32 60 0.93%
(1)
Steven R. Gardner was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
2020-2023
Edward Wilcox
Ronald J. Nicolas, Jr.
Michael S. Karr
Thomas Rice
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
Year
Summary
Compensation Table
Total for Steven R.
Gardner
($)
Exclusion of Stock
Awards for Steven R.
Gardner
($)
Inclusion of Equity
Values for Steven R.
Gardner
($)
Compensation Actually
Paid to Steven R.
Gardner
($)
2023 4,964,451 (3,380,576) 1,160,690 2,744,565
2022 5,974,431 (4,318,611) 410,637 2,066,457
2021 7,054,109 (4,619,149) 9,808,994 12,243,954
2020 5,127,540 (3,436,818) 6,758,018 8,448,740
Year
Average Summary
Compensation Table
Total for Non-PEO
NEOs
($)
Average Exclusion of
Stock Awards for Non-
PEO NEOs
($)
Average Inclusion of
Equity Values for Non-
PEO NEOs
($)
Average
Compensation Actually
Paid to Non-PEO NEOs
($)
2023 2,021,592 (1,110,767) 632,628 1,543,453
2022 1,898,383 (1,154,983) 268,667 1,012,067
2021 2,041,650 (1,020,483) 2,418,680 3,439,847
2020 1,554,372 (778,569) 1,523,349 2,299,152
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year
Year-End Fair Value
of Equity Awards
Granted During
Year That
Remained
Unvested as of Last
Day of Year for
Steven R. Gardner
($)
Change in Fair
Value from Last
Day of Prior Year to
Last Day of Year of
Unvested Equity
Awards for Steven R.
Gardner
($)
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for Steven R.
Gardner
($)
Change in Fair
Value from Last
Day of Prior Year to
Vesting Date of
Unvested Equity
Awards that Vested
During Year for
Steven R. Gardner
($)
Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for Steven R.
Gardner
($)
Value of Dividends
or Other Earnings
Paid on Equity
Awards Not
Otherwise Included
for Steven R.
Gardner
($)
Total — Inclusion of
Equity Values for
Steven R. Gardner
($)
2023 3,405,544 (1,166,455) (1,241,689) 163,291 1,160,690
2022 3,554,430 (2,996,048) (309,054) 161,309 410,637
2021 4,846,074 3,934,106 861,517 167,297 9,808,994
2020 6,299,013 540,444 (207,224) 125,785 6,758,018
Year
Average Year-End
Fair Value of Equity
Awards Granted
During Year That
Remained
Unvested as of Last
Day of Year for
Non-PEO NEOs
($)
Average Change in
Fair Value from
Last Day of Prior
Year to Last Day of
Year of Unvested
Equity Awards for
Non-PEO NEOs
($)
Average Vesting-
Date Fair Value of
Equity Awards
Granted During
Year that Vested
During Year for
Non-PEO NEOs
($)
Average Change in
Fair Value from
Last Day of Prior
Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Non-PEO NEOs
($)
Average Fair Value
at Last Day of Prior
Year of Equity
Awards Forfeited
During Year for
Non-PEO NEOs
($)
Average Value of
Dividends or Other
Earnings Paid on
Equity Awards Not
Otherwise Included
for Non-PEO NEOs
($)
Total — Average
Inclusion of
Equity Values for
Non-PEO NEOs
($)
2023 1,118,968 (267,021) (270,328) 51,009 632,628
2022 950,614 (650,621) (75,243) 43,917 268,667
2021 1,142,669 1,016,356 215,581 44,074 2,418,680
2020 1,398,963 141,348 (50,750) 33,788 1,523,349
(4)
The Peer Group TSR set forth in this table utilizes the KBW Nasdaq Regional Banking Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KBW Regional Banking Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)
We determined Adjusted Return on Average Assets (ROAA) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Adjusted ROAA is not a recognized term under GAAP. This measure is defined and reconciled to the nearest GAAP measure in Annex A This performance measure may not have been the most important financial performance measure for previous years and we may determine a different financial performance measure to be the most important financial performance measure in future years.
     
Company Selected Measure Name Return on Average Assets      
Named Executive Officers, Footnote
(1)
Steven R. Gardner was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
     
Peer Group Issuers, Footnote
(4)
The Peer Group TSR set forth in this table utilizes the KBW Nasdaq Regional Banking Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KBW Regional Banking Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
     
PEO Total Compensation Amount $ 4,964,451 $ 5,974,431 $ 7,054,109 $ 5,127,540
PEO Actually Paid Compensation Amount $ 2,744,565 2,066,457 12,243,954 8,448,740
Adjustment To PEO Compensation, Footnote
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
Year
Summary
Compensation Table
Total for Steven R.
Gardner
($)
Exclusion of Stock
Awards for Steven R.
Gardner
($)
Inclusion of Equity
Values for Steven R.
Gardner
($)
Compensation Actually
Paid to Steven R.
Gardner
($)
2023 4,964,451 (3,380,576) 1,160,690 2,744,565
2022 5,974,431 (4,318,611) 410,637 2,066,457
2021 7,054,109 (4,619,149) 9,808,994 12,243,954
2020 5,127,540 (3,436,818) 6,758,018 8,448,740
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year
Year-End Fair Value
of Equity Awards
Granted During
Year That
Remained
Unvested as of Last
Day of Year for
Steven R. Gardner
($)
Change in Fair
Value from Last
Day of Prior Year to
Last Day of Year of
Unvested Equity
Awards for Steven R.
Gardner
($)
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During Year
for Steven R.
Gardner
($)
Change in Fair
Value from Last
Day of Prior Year to
Vesting Date of
Unvested Equity
Awards that Vested
During Year for
Steven R. Gardner
($)
Fair Value at Last
Day of Prior Year of
Equity Awards
Forfeited During
Year for Steven R.
Gardner
($)
Value of Dividends
or Other Earnings
Paid on Equity
Awards Not
Otherwise Included
for Steven R.
Gardner
($)
Total — Inclusion of
Equity Values for
Steven R. Gardner
($)
2023 3,405,544 (1,166,455) (1,241,689) 163,291 1,160,690
2022 3,554,430 (2,996,048) (309,054) 161,309 410,637
2021 4,846,074 3,934,106 861,517 167,297 9,808,994
2020 6,299,013 540,444 (207,224) 125,785 6,758,018
     
Non-PEO NEO Average Total Compensation Amount $ 2,021,592 1,898,383 2,041,650 1,554,372
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,543,453 1,012,067 3,439,847 2,299,152
Adjustment to Non-PEO NEO Compensation Footnote
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table
Year
Average Summary
Compensation Table
Total for Non-PEO
NEOs
($)
Average Exclusion of
Stock Awards for Non-
PEO NEOs
($)
Average Inclusion of
Equity Values for Non-
PEO NEOs
($)
Average
Compensation Actually
Paid to Non-PEO NEOs
($)
2023 2,021,592 (1,110,767) 632,628 1,543,453
2022 1,898,383 (1,154,983) 268,667 1,012,067
2021 2,041,650 (1,020,483) 2,418,680 3,439,847
2020 1,554,372 (778,569) 1,523,349 2,299,152
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year
Average Year-End
Fair Value of Equity
Awards Granted
During Year That
Remained
Unvested as of Last
Day of Year for
Non-PEO NEOs
($)
Average Change in
Fair Value from
Last Day of Prior
Year to Last Day of
Year of Unvested
Equity Awards for
Non-PEO NEOs
($)
Average Vesting-
Date Fair Value of
Equity Awards
Granted During
Year that Vested
During Year for
Non-PEO NEOs
($)
Average Change in
Fair Value from
Last Day of Prior
Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Non-PEO NEOs
($)
Average Fair Value
at Last Day of Prior
Year of Equity
Awards Forfeited
During Year for
Non-PEO NEOs
($)
Average Value of
Dividends or Other
Earnings Paid on
Equity Awards Not
Otherwise Included
for Non-PEO NEOs
($)
Total — Average
Inclusion of
Equity Values for
Non-PEO NEOs
($)
2023 1,118,968 (267,021) (270,328) 51,009 632,628
2022 950,614 (650,621) (75,243) 43,917 268,667
2021 1,142,669 1,016,356 215,581 44,074 2,418,680
2020 1,398,963 141,348 (50,750) 33,788 1,523,349
     
Compensation Actually Paid vs. Total Shareholder Return
Description of Relationship Between NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the Company’s and peer group’s cumulative TSR over the fiscal four year period from 2020 through 2023.
[MISSING IMAGE: bc_neocompvtsr-pn.jpg]
     
Compensation Actually Paid vs. Net Income
Description of Relationship Between NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our net income during fiscal 2020 through 2023.
[MISSING IMAGE: bc_neocompvnetinc-pn.jpg]
     
Compensation Actually Paid vs. Company Selected Measure
Description of Relationship Between NEO Compensation Actually Paid and Adjusted Return on Average Assets
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and Adjusted ROAA during fiscal 2020-2023. Adjusted ROAA is not a recognized term under GAAP. This measure is defined and reconciled to the nearest GAAP measure in Annex A.
[MISSING IMAGE: bc_neocompvroaa-pn.jpg]
     
Total Shareholder Return Vs Peer Group
Description of Relationship Between NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the Company’s and peer group’s cumulative TSR over the fiscal four year period from 2020 through 2023.
[MISSING IMAGE: bc_neocompvtsr-pn.jpg]
     
Tabular List, Table
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to Company performance. The measures in this table are not ranked.
Return on Average Assets*
Return on Average Tangible Common Equity*
Pre-provision Net Revenue on Average Assets*
Tangible Common Equity Ratio
Nonperforming Assets on Total Assets
Efficiency Ratio*
     
Total Shareholder Return Amount $ 105.65 108.35 132.34 100.35
Peer Group Total Shareholder Return Amount 115.69 116.15 124.78 91.32
Net Income (Loss) $ 31,000,000 $ 284,000,000 $ 340,000,000 $ 60,000,000
Company Selected Measure Amount 1.03 1.32 1.66 0.93
PEO Name Steven R. Gardner      
Measure:: 1        
Pay vs Performance Disclosure        
Name Return on Average Assets      
Non-GAAP Measure Description
(5)
We determined Adjusted Return on Average Assets (ROAA) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Adjusted ROAA is not a recognized term under GAAP. This measure is defined and reconciled to the nearest GAAP measure in Annex A This performance measure may not have been the most important financial performance measure for previous years and we may determine a different financial performance measure to be the most important financial performance measure in future years.
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Return on Average Tangible Common Equity      
Measure:: 3        
Pay vs Performance Disclosure        
Name Pre-provision Net Revenue on Average Assets      
Measure:: 4        
Pay vs Performance Disclosure        
Name Tangible Common Equity Ratio      
Measure:: 5        
Pay vs Performance Disclosure        
Name Nonperforming Assets on Total Assets      
Measure:: 6        
Pay vs Performance Disclosure        
Name Efficiency Ratio      
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value)        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (3,380,576) $ (4,318,611) $ (4,619,149) $ (3,436,818)
PEO | Total Equity Awards Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,160,690 410,637 9,808,994 6,758,018
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,405,544 3,554,430 4,846,074 6,299,013
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,166,455) (2,996,048) 3,934,106 540,444
PEO | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,241,689) (309,054) 861,517 (207,224)
PEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount
PEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 163,291 161,309 167,297 125,785
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value)        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,110,767) (1,154,983) (1,020,483) (778,569)
Non-PEO NEO | Total Equity Awards Adjustments [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 632,628 268,667 2,418,680 1,523,349
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,118,968 950,614 1,142,669 1,398,963
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (267,021) (650,621) 1,016,356 141,348
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (270,328) (75,243) 215,581 (50,750)
Non-PEO NEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount
Non-PEO NEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 51,009 $ 43,917 $ 44,074 $ 33,788