XML 32 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between our NEOs’ compensation and certain measures of our financial performance. Further information about our pay-for-performance philosophy and how we align executive compensation with our performance is provided under “Executive Compensation — Compensation Discussion and Analysis.” The Compensation Committee did not consider the information in this “Pay Versus Performance” section in making its pay decisions for any of the years shown below. Pursuant to SEC rules, the information in this “Pay Versus Performance” section shall not be deemed to be incorporated by reference into any filing made by the Company with the SEC under the Securities Act or Exchange Act, unless expressly incorporated by specific reference into such filing.
Pay Versus Performance Table
The table below reflects compensation of our principal executive officer (“PEO”), who is our CEO, and the average compensation of our non-PEO NEOs during 2020 through 2022, both as reported in the Total column set forth in the Summary Compensation Table under “Executive Compensation — Compensation Tables — Summary Compensation Table,” and with certain adjustments to reflect the “Compensation Actually Paid”, as defined under SEC rules. In addition, the table provides our cumulative TSR, the cumulative TSR of our peer group (using the KBW Nasdaq Bank Index), our net income and our TBV Growth, which is the “company selected measure” chosen for purposes of this disclosure.
Year
Summary
Compensation
Table
Total for
PEO
(1)
($)
Compensation
Actually
Paid to
PEO
(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 $100
Investment Based On:
Net Income
($ Millions)
TBV
Growth
(5)
Total
Shareholder
Return
($)
Peer Group
Total
Shareholder
Return
(4)
($)
2022 4,403,423 3,955,720 1,587,056 1,444,538 116.43 97.52 346.5 13.94%
2021 3,437,506 4,996,031 1,283,320 2,123,716 121.07 124.07 376.9 10.85%
2020 2,740,301 3,177,626 1,221,967 1,266,202 91.70 89.69 262.0 13.84%
(1)
For all years presented, H. Palmer Proctor, Jr. was our PEO and Nicole S. Stokes, Lawton E. Bassett, III, Jon S. Edwards and James A. LaHaise were our non-PEO NEOs.
(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 our NEOs. These amounts reflect the amounts in the Total column of the Summary Compensation Table 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 columns are the totals from the Stock Awards columns set forth in the Summary Compensation Table. The equity value adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. For each of the years presented there were no: (a) changes in the actuarial present value of the NEOs’ accumulated benefit under a defined benefit or actuarial pension plan except as were offset by like amounts of pension service costs for services rendered; (b) awards which were granted and vested in the same applicable year; (c) awards granted in prior years which failed to meet the applicable vesting conditions during the applicable year; and (d) dividends or other earnings paid on awards in the applicable year prior to the vesting date that were not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.
Year
Summary
Compensation
Table
Total for PEO
($)
Exclusion of
Stock Awards
for PEO
($)
Inclusion of
Equity Values
for PEO
($)
Compensation
Actually
Paid to PEO
($)
2022 4,403,423 (2,008,597) 1,560,894 3,955,720
2021 3,437,506 (1,317,066) 2,875,591 4,996,031
2020 2,740,301 (893,793) 1,331,118 3,177,626
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
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs
($)
2022 1,587,056 (552,364) 409,846 1,444,538
2021 1,283,320 (354,607) 1,195,003 2,123,716
2020 1,221,967 (310,348) 354,583 1,266,202
The amounts in the Inclusion of Equity Values columns 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 PEO
($)
Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for PEO
($)
Change in Fair
Value from Last
Day of Prior
Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for PEO
($)
Total — Inclusion
of Equity Values
for PEO
($)
2022 1,976,109 (92,027) (323,188) 1,560,894
2021 1,742,874 1,039,003 93,714 2,875,591
2020 1,331,118 1,331,118
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 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
($)
Total — Average
Inclusion of
Equity Values
for Non-PEO
NEOs
($)
2022 543,430 (25,930) (107,654) 409,846
2021 469,253 641,182 84,568 1,195,003
2020 462,199 (61,265) (46,351) 354,583
(4)
The Peer Group Total Shareholder Return utilizes the KBW Nasdaq Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2022 Annual Report. 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 Nasdaq Bank Index, respectively, and that all dividends were reinvested. Historical stock performance is not necessarily indicative of future stock performance. The KBW Nasdaq Bank Index is different from the KRX, which we use in our executive compensation program. See “Executive Compensation.”
(5)
We determined TBV Growth 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 2022. TBV Growth may not have been the most important financial performance measure for years 2021 and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years. TBV Growth is a Non-GAAP measure. See “Pay Versus Performance — Tabular List of Most Important Financial Performance Measures” for a description of how TBV
Growth is calculated. Also, see “Reconciliation of GAAP and Non-GAAP Financial Measurers” in Exhibit A to this Proxy Statement for a reconciliation of TBV Growth to the most directly comparable GAAP measure.
   
Company Selected Measure Name TBV Growth    
Named Executive Officers, Footnote [Text Block]
(1)
For all years presented, H. Palmer Proctor, Jr. was our PEO and Nicole S. Stokes, Lawton E. Bassett, III, Jon S. Edwards and James A. LaHaise were our non-PEO NEOs.
   
Peer Group Issuers, Footnote [Text Block]
(4)
The Peer Group Total Shareholder Return utilizes the KBW Nasdaq Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2022 Annual Report. 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 Nasdaq Bank Index, respectively, and that all dividends were reinvested. Historical stock performance is not necessarily indicative of future stock performance. The KBW Nasdaq Bank Index is different from the KRX, which we use in our executive compensation program. See “Executive Compensation.”
   
PEO Total Compensation Amount $ 4,403,423 $ 3,437,506 $ 2,740,301
PEO Actually Paid Compensation Amount $ 3,955,720 4,996,031 3,177,626
Adjustment To PEO Compensation, Footnote [Text Block]
(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 columns are the totals from the Stock Awards columns set forth in the Summary Compensation Table. The equity value adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. For each of the years presented there were no: (a) changes in the actuarial present value of the NEOs’ accumulated benefit under a defined benefit or actuarial pension plan except as were offset by like amounts of pension service costs for services rendered; (b) awards which were granted and vested in the same applicable year; (c) awards granted in prior years which failed to meet the applicable vesting conditions during the applicable year; and (d) dividends or other earnings paid on awards in the applicable year prior to the vesting date that were not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.
Year
Summary
Compensation
Table
Total for PEO
($)
Exclusion of
Stock Awards
for PEO
($)
Inclusion of
Equity Values
for PEO
($)
Compensation
Actually
Paid to PEO
($)
2022 4,403,423 (2,008,597) 1,560,894 3,955,720
2021 3,437,506 (1,317,066) 2,875,591 4,996,031
2020 2,740,301 (893,793) 1,331,118 3,177,626
The amounts in the Inclusion of Equity Values columns 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 PEO
($)
Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for PEO
($)
Change in Fair
Value from Last
Day of Prior
Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for PEO
($)
Total — Inclusion
of Equity Values
for PEO
($)
2022 1,976,109 (92,027) (323,188) 1,560,894
2021 1,742,874 1,039,003 93,714 2,875,591
2020 1,331,118 1,331,118
   
Non-PEO NEO Average Total Compensation Amount $ 1,587,056 1,283,320 1,221,967
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,444,538 2,123,716 1,266,202
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(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 columns are the totals from the Stock Awards columns set forth in the Summary Compensation Table. The equity value adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. For each of the years presented there were no: (a) changes in the actuarial present value of the NEOs’ accumulated benefit under a defined benefit or actuarial pension plan except as were offset by like amounts of pension service costs for services rendered; (b) awards which were granted and vested in the same applicable year; (c) awards granted in prior years which failed to meet the applicable vesting conditions during the applicable year; and (d) dividends or other earnings paid on awards in the applicable year prior to the vesting date that were not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.
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
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs
($)
2022 1,587,056 (552,364) 409,846 1,444,538
2021 1,283,320 (354,607) 1,195,003 2,123,716
2020 1,221,967 (310,348) 354,583 1,266,202
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 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
($)
Total — Average
Inclusion of
Equity Values
for Non-PEO
NEOs
($)
2022 543,430 (25,930) (107,654) 409,846
2021 469,253 641,182 84,568 1,195,003
2020 462,199 (61,265) (46,351) 354,583
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Description of Relationship Between Compensation Actually Paid and Company Total Shareholder Return
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and our cumulative TSR over the three most recently completed fiscal years.
[MISSING IMAGE: bc_paidtsr-4c.jpg]
   
Compensation Actually Paid vs. Net Income [Text Block]
Description of Relationship Between 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 Non-PEO NEOs and our net income during each of the three most recently completed fiscal years.
[MISSING IMAGE: bc_paidnetincome-4c.jpg]
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]
Description of Relationship Between Compensation Actually Paid and TBV Growth
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and our TBV Growth during each of the three most recently completed fiscal years.
[MISSING IMAGE: bc_tvbgrowth-4c.jpg]
   
Total Shareholder Return Vs Peer Group [Text Block]
Description of Relationship Between Company TSR and Peer Group TSR
The following chart compares our cumulative TSR over each of the three most recently completed fiscal years to that of the KBW NASDAQ Bank Index over the same period.
[MISSING IMAGE: lc_peergroup-4c.jpg]
   
Tabular List [Table Text Block]
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 Non-PEO NEOs for 2022 to Company performance. The measures in this table are not ranked.
MOST IMPORTANT FINANCIAL MEASURES
Adjusted Efficiency Ratio
Adjusted Return on Average Assets
Adjusted ROTCE
Non-performing Assets/ Total Assets
TBV Growth
The financial performance measures listed in the table above are non-GAAP measures and are calculated as set forth below. Also, see “Reconciliation of GAAP and Non-GAAP Financial Measurers” in Exhibit A to this Proxy Statement for a reconciliation of the foregoing financial performance measures to the most directly comparable GAAP measures.

Adjusted efficiency ratio is calculated as adjusted noninterest expense divided by adjusted total revenue. Adjusted noninterest expense and adjusted total revenue exclude the same items on a pre-tax basis as adjusted net income and additionally excludes (gain) loss on securities.

Adjusted return on average assets is calculated as adjusted net income divided by average assets.

Adjusted ROTCE is calculated as adjusted net income divided by average common shareholders’ equity less average goodwill and average intangible assets. Adjusted net income excludes the after-tax effect of merger and conversion charges, gain on sale of mortgage servicing rights, servicing right impairment (recovery), gain on BOLI proceeds, natural disaster and pandemic charges and (gain) loss on bank premises, restructuring charges, and certain legal expenses.

Non-performing assets to total assets is calculated as total non-performing assets less serviced GNMA-guaranteed mortgage nonaccrual loans divided by total assets.

TBV Growth represents growth in tangible book value, which is calculated as the value of shareholders’ equity less goodwill and intangibles divided by common shares outstanding.
   
Total Shareholder Return Amount $ 116.43 121.07 91.7
Peer Group Total Shareholder Return Amount 97.52 124.07 89.69
Net Income (Loss) $ 346,500,000 $ 376,900,000 $ 262,000,000
Company Selected Measure Amount 13.94 10.85 13.84
PEO Name H. Palmer Proctor, Jr    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted Efficiency Ratio    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted Return on Average Assets    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted ROTCE    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Non-performing Assets/ Total Assets    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name TBV Growth    
Non-GAAP Measure Description [Text Block]
(5)
We determined TBV Growth 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 2022. TBV Growth may not have been the most important financial performance measure for years 2021 and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years. TBV Growth is a Non-GAAP measure. See “Pay Versus Performance — Tabular List of Most Important Financial Performance Measures” for a description of how TBV
Growth is calculated. Also, see “Reconciliation of GAAP and Non-GAAP Financial Measurers” in Exhibit A to this Proxy Statement for a reconciliation of TBV Growth to the most directly comparable GAAP measure.
   
PEO [Member] | Exclusion Of Stock Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (2,008,597) $ (1,317,066) $ (893,793)
PEO [Member] | Inclusion Of Equity Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,560,894 2,875,591 1,331,118
PEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,976,109 1,742,874 1,331,118
PEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (92,027) 1,039,003  
PEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (323,188) 93,714  
Non-PEO NEO [Member] | Exclusion Of Stock Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (552,364) (354,607) (310,348)
Non-PEO NEO [Member] | Inclusion Of Equity Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 409,846 1,195,003 354,583
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 543,430 469,253 462,199
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (25,930) 641,182 (61,265)
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (107,654) $ 84,568 $ (46,351)