| | | | | 2 | | | | |||
| | | | | 7 | | | | |||
| | | | | 7 | | | | |||
| | | | | 7 | | | | |||
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| | | | | 10 | | | | |||
| | | | | 14 | | | | |||
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| | | | | 22 | | | | |||
| | | | | 25 | | | | |||
| | | | | 25 | | | | |||
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| | | | | 25 | | | | |||
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| | | | | 26 | | | | | | |
| | | | | 27 | | | | |||
| | | | | 27 | | | | |||
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| | | | | 27 | | | | |||
| | | | | 28 | | | | |||
| | | | | 28 | | | | |||
| | | | | 29 | | | | |||
| | | | | 30 | | | | |||
| | | | | 31 | | | | |||
| | | | | 33 | | | | |||
| | | | | 34 | | | | |||
| | | | | 38 | | | | |||
| | | | | 39 | | | | |||
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| | | | | 39 | | | |
| | | | | 39 | | | |
| | | | | 40 | | | |
| | | | | 41 | | | |
| | | | | 41 | | | |
| | | | | 43 | | | |
| | | | | 44 | | | |
| | | | | 45 | | | |
| | | | | 45 | | | |
| | | | | 45 | | | |
| | | | | 49 | | | |
| | | | | 51 | | | |
| | | | | 54 | | | |
| | | | | 54 | | | |
| | | | | 55 | | | |
| | | | | 56 | | | |
| | | | | 58 | | | |
| | | | | 59 | | | |
| | | | | 60 | | | |
| | | | | 61 | | | |
| | | | | 62 | | | |
| | | | | 62 | | | |
| | | | | 62 | | |
| Cynthia A. Dopjera | | | Jon-Al Duplantier | |
| Joe E. Penland, Sr. | | | Tymothi O. Tombar | |
| John E. Williams, Jr. | | | | |
Name
|
| |
Age
|
| |
Position with the Company and the Bank
|
| |
Director
Since |
|
Cynthia A. Dopjera | | |
65
|
| | Class II Director of the Company; Director of the Bank | | | 2023(1) | |
Jon-Al Duplantier | | |
57
|
| | Class II Director of the Company | | | 2022(2) | |
Joe E. Penland, Sr. | | |
73
|
| | Class II Director of the Company; Director of the Bank | | | 2007 | |
Tymothi O. Tombar | | |
50
|
| | Nominee Class II Director of the Company; Director of the Bank | | |
*(3)
|
|
John E. Williams, Jr. | | |
69
|
| | Class II Director of the Company | | | 2007 | |
Name
|
| |
Age
|
| |
Position with the Company and the Bank
|
| | | ||||
Directors: | | | | | | | | | | ||||
John Beckworth | | |
66
|
| | Class I Director of the Company | | | | ||||
Fred S. Robertson | | |
74
|
| | Class I Director of the Company; Director of the Bank | | | | ||||
Joseph B. Swinbank | | |
72
|
| | Class I Director of the Company; Director of the Bank | | | | ||||
William E. Wilson, Jr. | | |
68
|
| | Class I Director of the Company | | | | ||||
Robert R. Franklin, Jr. | | |
69
|
| | Class III Director and CEO of the Company; Director and Executive Chairman of the Bank | | | | ||||
Michael A. Havard | | |
67
|
| | Class III Director of the Company | | | | ||||
Frances H. Jeter | | |
67
|
| | Class III Director of the Company | | | | ||||
Reagan A. Reaud | | |
45
|
| | Class III Director of the Company | | | | ||||
Steven F. Retzloff | | |
68
|
| | Class III Director and Executive Chairman of the Company; Director and Senior Executive Chairman of the Bank | | | | ||||
Executive officers who are not also directors: | | | | | | | | ||||||
Okan I. Akin | | |
53
|
| | Chief Risk Officer of the Company and the Bank | | | | ||||
Paul P. Egge | | |
45
|
| | Chief Financial Officer of the Company and the Bank | | | | ||||
Justin M. Long | | |
49
|
| | General Counsel and Secretary of the Company and the Bank | | | | ||||
Ramon A. Vitulli, III | | |
55
|
| | President of the Company and CEO of the Bank | | | | ||||
Joe F. West | | |
69
|
| | Chief Credit Officer of the Company and the Bank | | | |
|
Total Number of Directors:
14
|
|
| | |
Female
|
| |
Male
|
|
Part I: Gender Identity | | | | | | | |
Directors | | |
2
|
| |
12
|
|
Part II: Demographic Background | | | | | | | |
African American or Black
|
| | | | |
1
|
|
Hispanic or Latinx
|
| | | | |
1
|
|
White | | |
2
|
| |
10
|
|
| | | |
Audit
Committee |
| |
Compensation
Committee |
| |
Corporate
Governance and Nominating Committee |
| |
Risk
Oversight Committee |
|
|
John Beckworth
|
| | | | | | | |
|
| | | |
|
Cynthia A. Dopjera
|
| |
FE
|
| | | | | | | | | |
|
Jon-Al Duplantier
|
| |
|
| |
|
| | | | | | |
| Robert R. Franklin, Jr. | | | | | | | | | | | | | |
|
Michael A. Havard
|
| |
FE
|
| |
C
|
| | | | | | |
|
Frances H. Jeter
|
| | | | | | | |
C
|
| |
|
|
|
George Martinez
|
| | | | | | | | | | |
C
|
|
| Joe E. Penland, Sr. | | | | | | | | | | | | | |
|
Reagan A. Reaud
|
| | | | | | | |
|
| |
|
|
| Steven F. Retzloff | | | | | | | | | | | | | |
|
Fred S. Robertson
|
| | | | |
|
| | | | | | |
|
Joseph B. Swinbank
|
| | | | | | | | | | |
|
|
|
John E. Williams, Jr.
|
| | | | |
|
| |
|
| | | |
|
William E. Wilson, Jr.
|
| |
C; FE
|
| | | | | | | | | |
Fee
|
| |
Amount
|
| |||
Annual Retainer: | | | | | | | |
Annual Cash Retainer
|
| | | $ | 40,000 | | |
Lead Director Retainer
|
| | | | 15,000 | | |
Committee Retainer Fees: | | | | | | | |
Audit Committee Chairperson
|
| | | | 10,000 | | |
Audit Committee Member
|
| | | | 7,500 | | |
Compensation Committee Chairperson
|
| | | | 10,000 | | |
Compensation Committee Member
|
| | | | 7,500 | | |
Corporate Governance and Nominating Committee Chairperson
|
| | | | 7,500 | | |
Corporate Governance and Nominating Committee Member
|
| | | | 5,000 | | |
Risk Oversight Committee Chairperson
|
| | | | 10,000 | | |
Risk Oversight Committee Member
|
| | | | 7,500 | | |
Meeting Fees: | | | | | | | |
Board Meeting
|
| | | | 750 | | |
All Committees
|
| | | | 750 | | |
Equity Award: | | | | | | | |
Shares of restricted stock with target value
|
| | | | 60,000 | | |
Name
|
| |
Fees Earned or
Paid in Cash ($)(3) |
| |
Stock Awards
($)(5) (10) |
| |
All Other
Compensation ($)(8) |
| |
Total
Compensation ($) |
| ||||||||||||
John Beckworth
|
| | | | 91,249(a) | | | | | | 60,000(6) | | | | | | 162 | | | | | | 151,411 | | |
Cynthia A. Dopjera(1)
|
| | | | 64,000(b) | | | | | | 45,000(7) | | | | | | — | | | | | | 109,000 | | |
Jon-Al Duplantier
|
| | | | 86,833(c) | | | | | | 60,000(6) | | | | | | 162 | | | | | | 146,995 | | |
Michael A. Havard
|
| | | | 89,416(d) | | | | | | 60,000(6) | | | | | | 162 | | | | | | 149,578 | | |
Frances H. Jeter
|
| | | | 72,333(e) | | | | | | 60,000(6) | | | | | | 162 | | | | | | 132,295 | | |
George Martinez
|
| | | | 315,013(4) | | | | | | — | | | | | | 17,922(9) | | | | | | 332,935 | | |
William S. Nichols, III(2)
|
| | | | 33,233(f) | | | | | | —(6) | | | | | | 162 | | | | | | 33,395 | | |
Joe E. Penland, Sr.
|
| | | | 57,083(g) | | | | | | 60,000(6) | | | | | | 162 | | | | | | 117,407 | | |
Reagan A. Reaud
|
| | | | 79,749(h) | | | | | | 60,000(6) | | | | | | 162 | | | | | | 139,911 | | |
Fred S. Robertson(1)
|
| | | | 103,083(i) | | | | | | 60,000(6) | | | | | | 162 | | | | | | 163,245 | | |
Joseph B. Swinbank
|
| | | | 112,533(j) | | | | | | 60,000(6) | | | | | | 162 | | | | | | 172,695 | | |
John E. Williams, Jr.
|
| | | | 80,499(ik) | | | | | | 60,000(6) | | | | | | 162 | | | | | | 140,661 | | |
William E. Wilson, Jr.
|
| | | | 75,666(l) | | | | | | 60,000(6) | | | | | | 162 | | | | | | 135,828 | | |
| | |
2023
|
| |
2022
|
| ||||||
Audit Fees(1)
|
| | | $ | 1,489,274 | | | | | $ | 1,614,226 | | |
Audit-Related Fees(2)
|
| | | | 22,050 | | | | | | — | | |
Tax Fees
|
| | | | — | | | | | | — | | |
All Other Fees(3)
|
| | | | — | | | | | | 37,268 | | |
Total Fees
|
| | | $ | 1,511,324 | | | | | $ | 1,651,494 | | |
Name
|
| |
Title
|
|
Robert R. Franklin, Jr.
|
| | Chief Executive Officer of Stellar and Executive Chairman of the Bank | |
Steven F. Retzloff | | | Executive Chairman of Stellar and Senior Executive Chairman of the Bank | |
Paul P. Egge | | | Senior Executive Vice President, Chief Financial Officer of Stellar and the Bank | |
Ramon A. Vitulli, III | | | President of Stellar and Chief Executive Officer of the Bank | |
Justin M. Long | | | Senior Executive Vice President, General Counsel and Corporate Secretary of Stellar and the Bank | |
Name
|
| |
Base Salary
|
| |
Target 2023
Annual Incentive Compensation |
| |
Target
2023 Long-Term Equity Awards |
| |
Total
|
| |
At-Risk
|
| |||||||||||||||
Robert R. Franklin Jr.
|
| | | | 31.4% | | | | | | 26.7% | | | | | | 41.9% | | | | | | 100% | | | | | | 68.6% | | |
Steven F. Retzloff
|
| | | | 42.3% | | | | | | 19.0% | | | | | | 38.7% | | | | | | 100% | | | | | | 57.7% | | |
Paul P. Egge
|
| | | | 46.6% | | | | | | 23.3% | | | | | | 30.1% | | | | | | 100% | | | | | | 53.4% | | |
Ramon A. Vitulli, III
|
| | | | 42.5% | | | | | | 25.5% | | | | | | 32.0% | | | | | | 100% | | | | | | 57.5% | | |
Justin M. Long(1)
|
| | | | 47.7% | | | | | | 21.5% | | | | | | 30.8% | | | | | | 100% | | | | | | 52.3% | | |
|
•
1st Source Corporation
•
Amerant Bancorp Inc.
•
BancFirst Corporation
•
Banner Corporation
•
CVB Financial Corp.
•
Enterprise Financial Services Corp.
|
| |
•
Heartland Financial USA, Inc.
•
Independent Bank Group, Inc.
•
International Bancshares Corporation
•
Origin Bancorp, Inc.
•
Renasant Corporation,
•
Seacoast Banking Corporation of Florida
|
|
|
•
FB Financial Corporation
•
First Bancorp
•
First Busey Corporation
•
First Foundation Inc.
•
First Merchants Corporation
•
Home Bancshares, Inc.
|
| |
•
ServisFirst Bancshares, Inc.
•
Southside Bancshares, Inc.
•
Trustmark Corporation
•
Veritex Holdings, Inc.
|
|
Name
|
| |
Base Salary
as of December 31, 2023 |
| |
Base Salary
as of December 31, 2022 |
| |
Percent
Increase from 2022 Base Salary |
| |||||||||
Robert R. Franklin, Jr.
|
| | | $ | 745,000 | | | | | $ | 645,000 | | | | | | 15.5% | | |
Steven F. Retzloff
|
| | | $ | 550,000 | | | | | $ | 550,000 | | | | | | — | | |
Paul P. Egge
|
| | | $ | 495,000 | | | | | $ | 470,000 | | | | | | 5.3% | | |
Ramon A. Vitulli, III
|
| | | $ | 567,000 | | | | | $ | 540,000 | | | | | | 5.0% | | |
Justin M. Long.
|
| | | $ | 415,000 | | | | | $ | 415,000 | | | | | | — | | |
Performance Metric
|
| |
Weight
|
| |
Minimum
(0%) |
| |
Target
(100%) |
| |
Maximum
(150%) |
| |
Actual Results
|
| |||
ROATCE
|
| | | | 50% | | | |
8.00%
|
| |
16.00% to 17.50%
|
| |
20.00%
|
| |
15.70%
|
|
PTPP ROAA
|
| | | | 25% | | | |
1.30%
|
| |
1.80% to 1.95%
|
| |
2.10%
|
| |
1.58%
|
|
NIE/Avg. Assets
|
| | | | 12.5% | | | |
2.65%
|
| |
2.45% to 2.35%
|
| |
2.25%
|
| |
2.52%
|
|
NCO/Avg. Loans
|
| | | | 12.5% | | | |
35 bps
|
| |
20 to 15 bps
|
| |
5 bps
|
| |
14 bps
|
|
Name
|
| |
AIP
2023 Target Bonus Opportunity |
| |
2023 AIP Bonus
Paid at 83.4% |
| ||||||
Robert R. Franklin, Jr.
|
| | | $ | 633,250 | | | | | $ | 527,972 | | |
Steven F. Retzloff
|
| | | $ | 247,500 | | | | | $ | 206,353 | | |
Paul P. Egge
|
| | | $ | 247,500 | | | | | $ | 206,353 | | |
Ramon A. Vitulli, III
|
| | | $ | 340,200 | | | | | $ | 283,642 | | |
Justin M. Long
|
| | | $ | 186,750 | | | | | $ | 155,703 | | |
Name
|
| |
Restricted Shares
|
| |
Target Value of
Restricted Share Award(1) |
| |
Performance
Shares (Target Number) |
| |
Target Value of
Performance Shares(1) |
| ||||||||||||
Robert R. Franklin, Jr.
|
| | | | 12,843 | | | | | $ | 360,000 | | | | | | 19,265 | | | | | $ | 540,000 | | |
Steven F. Retzloff
|
| | | | 6,493 | | | | | $ | 182,000 | | | | | | 9,740 | | | | | $ | 273,000 | | |
Paul P. Egge
|
| | | | 5,297 | | | | | $ | 148,500 | | | | | | 5,298 | | | | | $ | 148,500 | | |
Ramon A. Vitulli, III
|
| | | | 7,079 | | | | | $ | 198,450 | | | | | | 7,080 | | | | | $ | 198,450 | | |
Justin M. Long
|
| | | | 4,441 | | | | | $ | 124,500 | | | | | | 4,442 | | | | | $ | 124,500 | | |
| | | |
Earned Performance Shares
(as % of Target Number of Performance Shares)* |
| ||||||
| | | |
0%
|
| |
100%
|
| |
200%
|
|
| Stellar’s TSR for the Performance Period Relative to PSA Peer Group Members | | |
Below 20th percentile
(Threshold) |
| |
At or above 45th percentile and
equal to or below 55th percentile (Target) |
| |
At or above 75th percentile
(Maximum) |
|
| Mr. Franklin | | | | |
|
Term
|
| | October 1, 2022 through October 1, 2025, subject to successive one-year renewals unless either party gives the other notice of non-renewal at least 60 days before the expiration of the then-applicable term. | |
|
Base Salary
|
| | $645,000 per year (minimum) | |
|
Target Annual Bonus Opportunity
|
| | 85% of base salary | |
|
Target Annual Equity Award
|
| | 125% of base salary | |
|
Severance
(upon termination without “cause”, resignation for “good reason”, disability or non-renewal) |
| |
•
A lump sum cash amount equal to the greater of $1.5 million or two times Mr. Franklin’s base salary;
•
Payment of the incentive bonus, if any, that Mr. Franklin would have earned for the calendar year in which the date of termination of his employment occurs based on achievement of the applicable performance goals for such year at target, prorated based on Mr. Franklin’s termination date;
•
A lump sum payment in cash in an amount equal to eighteen (18) months of the full monthly COBRA cost of premiums; and
•
Mr. Franklin will be deemed to have satisfied all service-based vesting conditions with respect to (a) the equity awards granted to him on October 21, 2022, and (b) any unvested and outstanding equity awards on his termination date that were granted more than one year before his termination date.
Mr. Franklin’s vested performance-based equity awards (including any such performance-based equity awards that vest in connection with Mr. Franklin’s termination) will remain outstanding and will be earned or forfeited by Mr. Franklin based on actual performance through the end of the applicable performance period.
|
|
| | | |
The foregoing severance benefits are subject to Mr. Franklin’s execution of a separation and release agreement in a customary form prescribed by Stellar and Mr. Franklin’s compliance with the restrictive covenants of the Franklin employment agreement.
If Mr. Franklin’s termination of employment entitles him to severance payments and benefits under the Stellar Bancorp, Inc. Change of Control Severance Plan, then any severance payments or benefits payable under the Stellar Bancorp, Inc. Change of Control Severance Plan will be reduced by the amounts payable as severance under the Franklin employment agreement.
|
|
|
Non-competition
|
| | For the term of his employment and for two years thereafter, Mr. Franklin is subject to a non-competition restrictive covenant that applies within a fifty (50) mile radius of any Stellar bank office, branch, loan production office, or deposit production office that existed at any time during the noncompete period or exists as of the date of Mr. Franklin’s termination of employment. | |
|
Non-solicitation
|
| | Mr. Franklin is subject to a customer non-solicitation agreement and an employee non-solicitation agreement that runs during the term of his employment and for two years thereafter. | |
|
Confidentiality
|
| | Perpetual | |
| Mr. Retzloff | | | | |
|
Term
|
| | The period beginning at the effective time of the Merger and ending on the second anniversary of the effective time of the Merger. | |
|
Base Salary
|
| | $550,000 per year (minimum) | |
|
Target Annual Bonus Opportunity
|
| | 45% of base salary | |
|
Target Annual Equity Award
|
| | 50% of base salary | |
|
Severance
(upon termination without “cause” or resignation for “good reason”) |
| |
•
A lump sum cash amount equal to two times base salary;
•
Payment of the incentive bonus, if any, that executive would have earned for the calendar year in which the date of termination of his employment occurs based on achievement of the applicable performance goals for such year at target, prorated based on executive’s termination date; and
•
A lump sum payment in cash in an amount equal to eighteen (18) months of the full monthly COBRA cost of premiums.
The foregoing severance benefits are subject to executive’s execution of a separation and release agreement in a customary form prescribed by Stellar and executive’s compliance with the restrictive covenants in the employment agreement.
If executive’s termination of employment entitles him to severance payments and benefits under the Stellar Bancorp, Inc. Change of Control Severance Plan, then any severance payments or benefits payable under the Stellar Bancorp, Inc. Change of Control Severance Plan will be reduced by the amounts payable as severance under the employment agreement.
|
|
|
Non-competition
|
| | Until October 1, 2024, executive is subject to a non-competition restrictive covenant that applies within a fifty (50) mile radius of any combined bank office, branch, loan production office, or deposit production office that existed at any time during the noncompete period or exists as of the date of executive’s termination of employment. | |
|
Non-solicitation
|
| | Executive is subject to a customer non-solicitation agreement and an employee non-solicitation agreement that runs until the later of the second anniversary of the Merger or the first anniversary of executive’s termination of employment. | |
|
Confidentiality
|
| | Perpetual | |
| Mr. Egge | | | | |
|
Term
|
| | October 1, 2022 through October 1, 2024. | |
|
Base Salary
|
| | $470,000 per year (minimum) | |
|
Target Annual Bonus Opportunity
|
| | 42.55% of base salary | |
|
Target Annual Equity Award
|
| | 44.68% of base salary | |
|
Severance
(upon termination without “cause” or resignation for “good reason”) |
| |
•
A lump sum cash amount equal to two times base salary;
•
Payment of the incentive bonus, if any, that executive would have earned for the calendar year in which the date of termination of his employment occurs based on achievement of the applicable performance goals for such year at target, prorated based on executive’s termination date; and
•
A lump sum payment in cash in an amount equal to eighteen (18) months of the full monthly COBRA cost of premiums.
|
|
| | | |
The foregoing severance benefits are subject to executive’s execution of a separation and release agreement in a customary form prescribed by Stellar and executive’s compliance with the restrictive covenants in the employment agreement.
If executive’s termination of employment entitles him to severance payments and benefits under the Stellar Bancorp, Inc. Change of Control Severance Plan, then any severance payments or benefits payable under the Stellar Bancorp, Inc. Change of Control Severance Plan will be reduced by the amounts payable as severance under the employment agreement.
|
|
|
Non-competition
|
| | Until October 1, 2024, executive is subject to a non-competition restrictive covenant that applies within a fifty (50) mile radius of any Stellar bank office, branch, loan production office, or deposit production office that existed at any time during the noncompete period or exists as of the date of executive’s termination of employment. | |
|
Non-solicitation
|
| | Executive is subject to a customer non-solicitation agreement and an employee non-solicitation agreement that runs until the later of October 1, 2024, or the first anniversary of executive’s termination of employment. | |
|
Confidentiality
|
| | Perpetual | |
| Mr. Vitulli | | | | |
|
Term
|
| | October 1, 2022 through October 1, 2024. | |
|
Base Salary
|
| | $540,000 per year (minimum) | |
|
Target Annual Bonus Opportunity
|
| | 50% of base salary | |
|
Target Annual Equity Award
|
| | 60% of base salary | |
|
Severance
(upon termination without “cause” or resignation for “good reason”) |
| |
•
A lump sum cash amount equal to two times base salary;
•
Payment of the incentive bonus, if any, that executive would have earned for the calendar year in which the date of termination of his employment occurs based on achievement of the applicable performance goals for such year at target, prorated based on executive’s termination date; and
•
A lump sum payment in cash in an amount equal to eighteen (18) months of the full monthly COBRA cost of premiums.
The foregoing severance benefits are subject to executive’s execution of a separation and release agreement in a customary form prescribed by Stellar and executive’s compliance with the restrictive covenants in the employment agreement.
If executive’s termination of employment entitles him to severance payments and benefits under the Stellar Bancorp, Inc. Change of Control Severance Plan, then any severance payments or benefits payable under the Stellar Bancorp, Inc. Change of Control Severance Plan will be reduced by the amounts payable as severance under the employment agreement.
|
|
|
Non-competition
|
| | Until October 1, 2024, executive is subject to a non-competition restrictive covenant that applies within a fifty (50) mile radius of any Stellar bank office, branch, loan production office, or deposit production office that existed at any time during the noncompete period or exists as of the date of executive’s termination of employment. | |
|
Non-solicitation
|
| | Executive is subject to a customer non-solicitation agreement and an employee non-solicitation agreement that runs until the later of October 1, 2024, or the first anniversary of executive’s termination of employment. | |
|
Confidentiality
|
| | Perpetual | |
| Mr. Long | | | | |
|
Term
|
| | March 1, 2023 through October 1, 2024. | |
|
Base Salary
|
| | $415,000 per year (minimum) | |
|
Target Annual Bonus
Opportunity |
| |
36.14% of base salary
|
|
|
Target Annual Equity Award
|
| | 36.14% of base salary | |
|
One-Time Restricted Stock Award
|
| | 17,128 shares of time-based restricted stock that vest in three equal annual installments on October 1, 2023, October 1, 2024, and October 1, 2025, generally subject to executive’s continued employment through each vesting date. | |
|
Severance
(upon termination without “cause” or resignation for “good reason”) |
| |
•
A lump sum cash amount equal to two times base salary;
•
Payment of the incentive bonus, if any, that executive would have earned for the calendar year in which the date of termination of his employment occurs based on achievement of the applicable performance goals for such year at target, prorated based on executive’s termination date; and
•
A lump sum payment in cash in an amount equal to eighteen (18) months of the full monthly COBRA cost of premiums.
The foregoing severance benefits are subject to executive’s execution of a separation and release agreement in a customary form prescribed by Stellar and executive’s compliance with the restrictive covenants in the employment agreement.
If executive’s termination of employment entitles him to severance payments and benefits under the Stellar Bancorp, Inc. Change of Control Severance Plan, then any severance payments or benefits payable under the Stellar Bancorp, Inc. Change of Control Severance Plan will be reduced by the amounts payable as severance under the employment agreement.
|
|
|
Non-solicitation
|
| | Executive is subject to an employee non-solicitation agreement that runs until the later of October 1, 2024, or the first anniversary of executive’s termination of employment. | |
|
Confidentiality
|
| | Perpetual | |
Name and Position
|
| |
Year
|
| |
Salary(3)
|
| |
Bonus(4)
|
| |
Stock
Awards(5) |
| |
Non-equity
Incentive Plan Compensation(6) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Plan Earnings |
| |
All Other
Compensation |
| |
Total
|
| ||||||||||||||||||||||||
Robert R. Franklin, Jr.
Chief Executive Officer |
| | | | 2023 | | | | | $ | 745,000 | | | | | $ | 92,613 | | | | | $ | 1,001,514 | | | | | $ | 527,972 | | | | | | — | | | | | $ | 28,705(8) | | | | | $ | 2,395,804 | | |
| | | 2022 | | | | | $ | 573,750 | | | | | $ | 900,000 | | | | | $ | 1,391,086 | | | | | | — | | | | | $ | 5,023(7) | | | | | $ | 620,747(9) | | | | | $ | 3,490,606 | | | ||
| | | 2021 | | | | | $ | 550,000 | | | | | $ | 800,000 | | | | | $ | 78,843 | | | | | | — | | | | | | — | | | | | $ | 319,099 | | | | | $ | 1,747,942 | | | ||
Paul P. Egge(1)
Senior Executive Vice President and Chief Financial Officer |
| | | | 2023 | | | | | $ | 495,000 | | | | | $ | 49,754 | | | | | $ | 321,280 | | | | | $ | 206,353 | | | | | | — | | | | | $ | 24,529(8) | | | | | $ | 1,096,916 | | |
| | | 2022 | | | | | $ | 117,500 | | | | | $ | 35,000 | | | | | $ | 611,875 | | | | | $ | 188,688 | | | | | | — | | | | | $ | 11,521(9) | | | | | $ | 964,584 | | | ||
Steven F. Retzloff(1)
Executive Chairman |
| | | | 2023 | | | | | $ | 550,000 | | | | | $ | 36,197 | | | | | $ | 506,324 | | | | | $ | 206,353 | | | | | | — | | | | | $ | 17,210(8) | | | | | $ | 1,316,084 | | |
| | | 2022 | | | | | $ | 137,500 | | | | | $ | 75,000 | | | | | $ | 1,117,979 | | | | | $ | 164,485 | | | | | | — | | | | | $ | 10,458(9) | | | | | $ | 1,505,422 | | | ||
Ramon A. Vitulli, III(1)
President |
| | | | 2023 | | | | | $ | 567,000 | | | | | $ | 49,754 | | | | | $ | 429,359 | | | | | $ | 283,642 | | | | | | — | | | | | $ | 7,150(8) | | | | | $ | 1,336,905 | | |
| | | 2022 | | | | | $ | 135,000 | | | | | $ | 50,000 | | | | | $ | 729,409 | | | | | $ | 231,221 | | | | | | — | | | | | $ | 19,987(9) | | | | | $ | 1,165,617 | | | ||
Justin M. Long(2)
Senior Executive Vice President and General Counsel |
| | | | 2023 | | | | | $ | 415,000 | | | | | $ | 27,312 | | | | | $ | 714,521 | | | | | | 155,703 | | | | | | — | | | | | $ | 23,527(8) | | | | | $ | 1,336,063 | | |
| | | | | | | | | | | |
Estimated Future
Payouts Under Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future
Payouts Under Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stock(3) |
| |
Grant
Date Fair Value Of Stock and Option Awards(4) |
| | ||||||||||||||||||||||||||
Name
|
| |
Award Type
|
| |
Grant Date
|
| |
Target
|
| |
Maximum
|
| |
Target
|
| |
Maximum
|
| | |||||||||||||||||||||||||||||
Robert R. Franklin, Jr.
|
| |
Restricted Stock Award
|
| | | | 3/15/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,843 | | | | | $ | 333,789 | | | | ||
|
Performance Share Award
|
| | | | 3/15/2023 | | | | | | — | | | | | | — | | | | | | 19,265 | | | | | | 38,530 | | | | | | — | | | | | $ | 667,725 | | | | ||||
| Annual Incentive | | | | | — | | | | | $ | 633,250 | | | | | $ | 949,875 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||||
Paul P. Egge
|
| |
Restricted Stock Award
|
| | | | 3/15/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,297 | | | | | $ | 137,669 | | | | ||
|
Performance Stock Award
|
| | | | 3/15/2023 | | | | | | — | | | | | | — | | | | | | 5,297 | | | | | | 10,595 | | | | | | — | | | | | $ | 183,611 | | | | ||||
| Annual Incentive | | | | | — | | | | | $ | 247,500 | | | | | $ | 371,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||||
Steven F. Retzloff
|
| |
Restricted Stock Award
|
| | | | 3/15/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,493 | | | | | $ | 168,753 | | | | ||
|
Performance Share Award
|
| | | | 3/15/2023 | | | | | | — | | | | | | — | | | | | | 9,739 | | | | | | 19,479 | | | | | | — | | | | | $ | 337,571 | | | | ||||
| Annual Incentive | | | | | — | | | | | $ | 247,500 | | | | | $ | 371,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||||
Ramon A. Vitulli, III
|
| |
Restricted Stock Award
|
| | | | 3/15/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,079 | | | | | $ | 183,983 | | | | ||
|
Performance Share Award
|
| | | | 3/15/2023 | | | | | | — | | | | | | — | | | | | | 7,079 | | | | | | 14,159 | | | | | | — | | | | | $ | 245,375 | | | | ||||
| Annual Incentive | | | | | — | | | | | $ | 340,200 | | | | | $ | 510,300 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | ||||
Justin M. Long
|
| |
Restricted Stock Award
|
| | | | 3/15/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,128 | | | | | $ | 445,156 | | | | ||
| Restricted Stock Award | | | | | 3/15/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,441 | | | | | $ | 115,421 | | | | ||||
|
Performance Share Award
|
| | | | 3/15/2023 | | | | | | — | | | | | | — | | | | | | 4,441 | | | | | | 8,883 | | | | | | — | | | | | $ | 153,942 | | | | ||||
| Annual Incentive | | | | | — | | | | | $ | 186,750 | | | | | $ | 280,125 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |
| | |
Stock Awards
|
| |||||||||||||||||||||
Name
|
| |
Number of Shares
of Stock That Have Not Vested |
| |
Market Value
of Shares of Stock That Have Not Vested(1) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares That Have Not Vested |
| |
Equity Incentive
Plan Awards: Market Value of Unearned Shares That Have Not Vested(1) |
| ||||||||||||
Robert R. Franklin, Jr.
|
| | | | 8,844(2) | | | | | $ | 246,217 | | | | | | 27,856(3) | | | | | $ | 775,511 | | |
| | | 12,843(4) | | | | | $ | 357,549 | | | | | | 19,265(5) | | | | | $ | 536,338 | | | ||
Paul P. Egge
|
| | | | 12,421(2) | | | | | $ | 345,800 | | | | | | 5,298(5) | | | | | $ | 575,703 | | |
| | | 5,297(4) | | | | | $ | 147,469 | | | | | | | | | | | | | | | ||
Steven F. Retzloff
|
| | | | 7,540(2) | | | | | $ | 209,914 | | | | | | 23,753(3) | | | | | $ | 661,283 | | |
| | | 6,493(4) | | | | | $ | 180,765 | | | | | | 9,740(5) | | | | | $ | 271,162 | | | ||
Ramon A. Vitulli, III
|
| | | | 14,807(2) | | | | | $ | 412,227 | | | | | | 7,080(5) | | | | | $ | 197,107 | | |
| | | 7,079(4) | | | | | $ | 197,080 | | | | | | | | | | | | | | | ||
Justin M. Long
|
| | | | 4,441(4) | | | | | $ | 123,637 | | | | | | 4,442(5) | | | | | $ | 123,665 | | |
| | | 11,418(6) | | | | | $ | 317,877 | | | | | | | | | | | | | | |
| | |
Restricted Stock Awards
|
| |||||||||
Name
|
| |
Number of
Shares Acquired on Vesting |
| |
Value Realized
on Vesting(1) |
| ||||||
Robert R. Franklin, Jr.
|
| | | | 3,344 | | | | | $ | 71,294 | | |
Paul P. Egge
|
| | | | 4,697 | | | | | $ | 100,140 | | |
Steven F. Retzloff
|
| | | | 2,852 | | | | | $ | 60,805 | | |
Ramon A. Vitulli, III
|
| | | | 5,600 | | | | | $ | 119,392 | | |
Justin M. Long
|
| | | | 4,318 | | | | | $ | 92,060 | | |
Name
|
| |
Compensation Component
|
| |
Change in
Control |
| |
Qualifying
Termination In Connection With A Change in Control |
| |
Death or
Disability |
| |
Involuntary
Termination Not in Connection With A Change in Control |
| ||||||||||||
Robert R. Franklin, Jr.
|
| |
Cash Severance
|
| | | | — | | | | | $ | 4,134,750(1) | | | | | $ | 1,500,000(2) | | | | | $ | 1,500,000(2) | | |
| Long Term Incentives | | | | $ | 1,604,316(3) | | | | | $ | 1,604,316(4) | | | | | $ | 1,604,316(5) | | | | | $ | 1,604,316(5) | | | ||
|
Non-Equity Incentive Plan Compensation
|
| | | | — | | | | | $ | 633,250(6) | | | | | $ | 633,250(7) | | | | | $ | 633,250(7) | | | ||
| Benefits and Perquisites: | | | | | — | | | | | $ | 65,845(8) | | | | | $ | 40,845(9) | | | | | $ | 40,845(9) | | | ||
|
Total:
|
| | | $ | 1,604,316 | | | | | $ | 6,438,160 | | | | | $ | 4,538,410 | | | | | $ | 3,778,410 | | | ||
Paul P. Egge
|
| |
Cash Severance
|
| | | | — | | | | | $ | 1,732,500(1) | | | | | | — | | | | | $ | 990,000(10) | | |
| Long Term Incentives | | | | $ | 505,982(3) | | | | | $ | 505,982(4) | | | | | $ | 204,470(11) | | | | | $ | 172,900(12) | | | ||
|
Non-Equity Incentive Plan Compensation
|
| | | | — | | | | | $ | 247,500(6) | | | | | | — | | | | | $ | 247,500(10) | | | ||
| Benefits and Perquisites: | | | | | — | | | | | $ | 80,540(8) | | | | | | — | | | | | $ | 55,540(9) | | | ||
|
Total:
|
| | | $ | 505,982 | | | | | $ | 2,566,522 | | | | | $ | 204,470 | | | | | $ | 1,465,940 | | | ||
Steven F. Retzloff
|
| |
Cash Severance
|
| | | | — | | | | | $ | 1,595,000(1) | | | | | | — | | | | | $ | 1,100,000(10) | | |
| Long Term Incentives | | | | $ | 1,165,707(3) | | | | | $ | 1,165,707(4) | | | | | $ | 193,636(11) | | | | | $ | 104,957(12) | | | ||
|
Non-Equity Incentive Plan Compensation
|
| | | | — | | | | | $ | 247,500(6) | | | | | | — | | | | | $ | 247,500(10) | | | ||
| Benefits and Perquisites: | | | | | — | | | | | $ | 64,863(8) | | | | | | — | | | | | $ | 39,863(9) | | | ||
|
Total:
|
| | | $ | 1,165,662 | | | | | $ | 3,073,070 | | | | | $ | 193,636 | | | | | $ | 1,492,320 | | | ||
Ramon A. Vitulli, III
|
| |
Cash Severance
|
| | | | — | | | | | $ | 1,814,400(1) | | | | | | — | | | | | $ | 1,134,000(10) | | |
| Long Term Incentives | | | | $ | 626,296(3) | | | | | $ | 626,296(4) | | | | | $ | 254,540(11) | | | | | $ | 206,113(12) | | | ||
|
Non-Equity Incentive Plan Compensation
|
| | | | — | | | | | $ | 340,200(6) | | | | | | — | | | | | $ | 340,200(10) | | | ||
| Benefits and Perquisites: | | | | | — | | | | | $ | 65,845(8) | | | | | | — | | | | | $ | 40,845(9) | | | ||
|
Total:
|
| | | $ | 626,296 | | | | | $ | 2,846,741 | | | | | $ | 254,540 | | | | | $ | 1,721,158 | | | ||
Justin Long
|
| |
Cash Severance
|
| | | | — | | | | | $ | 1,203,500(1) | | | | | | — | | | | | $ | 830,000(10) | | |
| Long Term Incentives | | | | $ | 452,201(3) | | | | | $ | 452,201(4) | | | | | $ | 181,913(11) | | | | | $ | 158,939(12) | | | ||
|
Non-Equity Incentive Plan Compensation
|
| | | | — | | | | | $ | 186,750(6) | | | | | | — | | | | | $ | 186,750(10) | | | ||
| Benefits and Perquisites: | | | | | — | | | | | $ | 80,540(8) | | | | | | — | | | | | $ | 55,540(9) | | | ||
|
Total:
|
| | | $ | 452,201 | | | | | $ | 1,922,991 | | | | | $ | 181,913 | | | | | $ | 1,231,229 | | |
| | | Summary Compensation Table Total for CEO(1) | | | Compensation Actually Paid to CEO(1)(3) | | | Average Summary Compensation Table for Non-CEO Named Executive Officers(2) | | | Average Compensation Actually Paid to Non-CEO Named Executive Officers(2)(3) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income ($ Millions) | | | Company Selected Measure: Per Share ($) | | |||||||||||||||||||||||||||
Year | | | Total Shareholder Return(4) | | | Peer Group Total Shareholder Return(5) | | ||||||||||||||||||||||||||||||||||||||||||
2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2022 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2021 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2020 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | 2023 | | |||||||||
| | | CEO | | | Non-CEO NEOs (Average) | | ||||||
Summary Compensation Total | | | | $ | | | | | $ | | | ||
Adjustments | | | | | | | | | | | | | |
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | | | | $ | ( | | | | | $ | ( | | |
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | | | | $ | | | | | $ | | | ||
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | | | | | __ | | | | | $ | | | |
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | | | | $ | | | | | $ | | | ||
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | | | | $ | ( | | | | | $ | ( | | |
Total Adjustments | | | | $ | | | | | $ | | | ||
Total Compensation Actually Paid | | | | $ | | | | | $ | | |
| Other Financial Performance Measures | |
| | |
| | |
| | |
| | |
|
CEO Annual Total Compensation
|
| | | $ | 2,395,804 | | |
|
Median Employee Annual Total Compensation
|
| | | $ | 74,172 | | |
|
CEO to Median Employee Pay Ratio
|
| |
32 to 1
|
|
Name of Beneficial Owner(1)
|
| |
Number of
Shares Beneficially Owned |
| |
Percentage
Beneficially Owned(2) |
| ||||||
Directors, Director Nominees and Named Executive Officers: | | | | | | | | | | | | | |
Okan I. Akin
|
| | | | 77,338(3) | | | | | | * | | |
John Beckworth
|
| | | | 195,891(4) | | | | | | * | | |
Cynthia A. Dopjera
|
| | | | 6,543(5) | | | | | | * | | |
Jon-Al Duplantier
|
| | | | 5,618(6) | | | | | | * | | |
Paul P. Egge
|
| | | | 59,960(7) | | | | | | * | | |
Robert R. Franklin, Jr.
|
| | | | 390,448(8) | | | | | | * | | |
Michael A. Havard
|
| | | | 62,223(9) | | | | | | * | | |
Frances H. Jeter
|
| | | | 26,426(10) | | | | | | * | | |
Justin M. Long
|
| | | | 53,173(11) | | | | | | * | | |
George Martinez
|
| | | | 298,727(12) | | | | | | * | | |
Joe E. Penland, Sr.
|
| | | | 1,536,236(13) | | | | | | 2.87% | | |
Reagan A. Reaud
|
| | | | 8,373(14) | | | | | | * | | |
Steven F. Retzloff
|
| | | | 544,324(15) | | | | | | 1.02% | | |
Fred S. Robertson
|
| | | | 95,571(16) | | | | | | * | | |
Joseph B. Swinbank
|
| | | | 328,420(17) | | | | | | * | | |
Tymothi O. Tombar
|
| | | | — | | | | | | * | | |
Ramon A. Vitulli, III
|
| | | | 108,075(18) | | | | | | * | | |
Joe F. West
|
| | | | 91,647(19) | | | | | | * | | |
John E. Williams, Jr.
|
| | | | 1,280,926(20) | | | | | | 2.39% | | |
William E. Wilson, Jr.
|
| | | | 105,474(21) | | | | | | * | | |
Directors, Nominees and Executive Officers as a group
(19 persons) |
| | | | 5,275,393(22) | | | | | | 9.85% | | |
Principal Shareholders: | | | | | | | | | | | | | |
BlackRock, Inc.
|
| | | | 7,705,275(23) | | | | | | 14.38% | | |
The Vanguard Group
|
| | | | 3,062,655(24) | | | | | | 5.72% | | |