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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]

2022 PAY VERSUS PERFORMANCE

 

As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain company financial performance metrics. For further information concerning our pay-for-performance philosophy and how we align executive compensation with company financial performance, refer to the “Compensation Discussion and Analysis” Section.

 

The following table provides information showing the relationship during 2022, 2021 and 2020 between (1) executive “compensation actually paid” or (“CAP”) (as defined by SEC rule and further described below) to (a) each person serving as our principal executive officer or PEO (also referred to as our CEO) and (b) our non-PEO named executive officers (also referred to below as other NEOs), on an average basis, and (2) the company’s financial performance. The company’s selected performance measures included in the chart below is EPS Growth and ROTCE, as adjusted, as described in the Compensation Discussion and Analysis section. Information presented in this section will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as we may specifically do so by reference to this section.

 

      Average
Summary		 Average Value of Initial Fixed $100
Investment Based on:		      
Year Summary
Compensation
Table Total
for PEO (1) ($)		 Compensation
Actually
Paid
to PEO (2)(3)
($)		 Compensation
Table Total for
Non-PEO
NEOs (1)
($)		 Compensation
Actually Paid
to Non-PEO
NEOs (2)(3)
($)		 Total
Shareholder
Return
($)		 Peer Group
Total
Shareholder
Return (3)
($)		 Net
Income (5)
(in millions)
($)		 Adjusted
EPS
Growth (6)
(%)		 Adjusted
ROTCE (6)
(%)
  Shaffer Hudson Shaffer Hudson              
2022 2,824,576 -- 2,295,871 -- 1,200,853 1,090,130 106.27 120.89 106.51 (10.17) 12.86
2021 2,771,441 -- 2,934,032 -- 1,089,511 1,305,908 117.16 129.35 124.40 43.04 13.97
2020 -- 2,033,703 -- 2,235,460 953,690 1,022,279 96.34 91.58 77.76 (17.92) 10.93

 

(1)Charles M. Shaffer served as our CEO for 2022 and 2021. Dennis S. Hudson, III served as CEO for 2020. The other NEOs for each year reported are as follows:
2022 –Tracey L. Dexter, Joseph M. Forlenza, Juliette P. Kleffel and Austen D. Carroll
2021 – Dennis S. Hudson, III, Tracey L. Dexter, Joseph M. Forlenza and Juliette P. Kleffel
2020 – Charles M. Shaffer, Tracey L. Dexter, Joseph M. Forlenza, and Juliette P. Kleffel
(2)SEC rules require certain adjustments be made to the “summary compensation table” totals to determine “compensation actually paid” as reported in the “Pay versus Performance table” above. For purposes of the pension valuation adjustments shown below, there was no pension service cost or prior service cost for the relevant years. In addition, for purposes of the equity award adjustments shown below, no equity awards were cancelled due to a failure to meet vesting conditions during the relevant years and no awards were both granted and vested in the same year. The following table details the applicable adjustments that were made to determine “compensation actually paid” (all amounts are averages for the named executive officers other than the PEO):

 

  PEO Non-PEO NEOs
  2022 2021 2020 2022 2021 2020
Summary Compensation Table Total Compensation 2,824,576 2,771,441 2,033,703 1,200,853 1,089,511 953,690
Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year (719,972) (1,449,990) (799,993) (362,493) (387,468) (257,477)
Add Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year 653,930 1,405,125 1,322,099 329,242 375,479 425,516
Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (193,746) 165,821 (68,704) (55,235) 159,289 (20,035)
Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year (61,412) 75,392 (251,645) (22,236) 69,097 (79,415)
Deduct Change in Pension Value (207,504) (33,757) -- -- -- --
Compensation Actually Paid 2,295,871 2,934,032 2,235,460 1,090,130 1,305,908 1,022,279

 

(4)The peer group TSR is based on the S&P U.S. BMI Banks Southeast Region Index.
(5)As reported in the Company’s consolidated financial statements in our 2022 Annual Report on Form 10-K.
(6)Non-GAAP measure; for more information and reconciliation to GAAP, refer to Appendix A – Information Regarding Non-GAAP Financial Measures.

 

Performance stock units are adjusted to reflect an accrued payout factor consistent with assumptions used for ASC Topic 718 purposes, and the stock price on the relevant measurement date. There were no awards that were both granted and vested in the same year, and no awards forfeited during any of the periods presented.

    
Named Executive Officers, Footnote [Text Block]
(1)Charles M. Shaffer served as our CEO for 2022 and 2021. Dennis S. Hudson, III served as CEO for 2020. The other NEOs for each year reported are as follows:
2022 –Tracey L. Dexter, Joseph M. Forlenza, Juliette P. Kleffel and Austen D. Carroll
2021 – Dennis S. Hudson, III, Tracey L. Dexter, Joseph M. Forlenza and Juliette P. Kleffel
2020 – Charles M. Shaffer, Tracey L. Dexter, Joseph M. Forlenza, and Juliette P. Kleffel
   
Peer Group Issuers, Footnote [Text Block] (4)The peer group TSR is based on the S&P U.S. BMI Banks Southeast Region Index    
Adjustment To PEO Compensation, Footnote [Text Block]
(2)SEC rules require certain adjustments be made to the “summary compensation table” totals to determine “compensation actually paid” as reported in the “Pay versus Performance table” above. For purposes of the pension valuation adjustments shown below, there was no pension service cost or prior service cost for the relevant years. In addition, for purposes of the equity award adjustments shown below, no equity awards were cancelled due to a failure to meet vesting conditions during the relevant years and no awards were both granted and vested in the same year. The following table details the applicable adjustments that were made to determine “compensation actually paid” (all amounts are averages for the named executive officers other than the PEO):

 

  PEO Non-PEO NEOs
  2022 2021 2020 2022 2021 2020
Summary Compensation Table Total Compensation 2,824,576 2,771,441 2,033,703 1,200,853 1,089,511 953,690
Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year (719,972) (1,449,990) (799,993) (362,493) (387,468) (257,477)
Add Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year 653,930 1,405,125 1,322,099 329,242 375,479 425,516
Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (193,746) 165,821 (68,704) (55,235) 159,289 (20,035)
Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year (61,412) 75,392 (251,645) (22,236) 69,097 (79,415)
Deduct Change in Pension Value (207,504) (33,757) -- -- -- --
Compensation Actually Paid 2,295,871 2,934,032 2,235,460 1,090,130 1,305,908 1,022,279

 

    
Non-PEO NEO Average Total Compensation Amount $ 1,200,853 $ 1,089,511 $ 953,690
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,090,130 1,305,908 1,022,279
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(2)SEC rules require certain adjustments be made to the “summary compensation table” totals to determine “compensation actually paid” as reported in the “Pay versus Performance table” above. For purposes of the pension valuation adjustments shown below, there was no pension service cost or prior service cost for the relevant years. In addition, for purposes of the equity award adjustments shown below, no equity awards were cancelled due to a failure to meet vesting conditions during the relevant years and no awards were both granted and vested in the same year. The following table details the applicable adjustments that were made to determine “compensation actually paid” (all amounts are averages for the named executive officers other than the PEO):

 

  PEO Non-PEO NEOs
  2022 2021 2020 2022 2021 2020
Summary Compensation Table Total Compensation 2,824,576 2,771,441 2,033,703 1,200,853 1,089,511 953,690
Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year (719,972) (1,449,990) (799,993) (362,493) (387,468) (257,477)
Add Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year 653,930 1,405,125 1,322,099 329,242 375,479 425,516
Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years (193,746) 165,821 (68,704) (55,235) 159,289 (20,035)
Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year (61,412) 75,392 (251,645) (22,236) 69,097 (79,415)
Deduct Change in Pension Value (207,504) (33,757) -- -- -- --
Compensation Actually Paid 2,295,871 2,934,032 2,235,460 1,090,130 1,305,908 1,022,279

 

    
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

CAP vs. TSR

 

    
Compensation Actually Paid vs. Net Income [Text Block]

CAP vs. NET INCOME

 

    
Tabular List [Table Text Block]

2022 Performance Measures

For 2022, the CGC identified the performance measures listed below as the most important measures used to link “compensation actually paid” to the NEOs to Company performance:

 

●Adjusted EPS Growth;
●Adjusted ROTCE; and
●Adjusted Net Income
    
Total Shareholder Return Amount $ 106.27 117.16 96.34
Peer Group Total Shareholder Return Amount 120.89 129.35 91.58
Net Income (Loss) $ 106,510,000 $ 124,400,000 $ 77,760,000
PEO Name Charles M. Shaffer Charles M. Shaffer Dennis S. Hudson
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Compensation Actually Paid vs. Other Measure [Text Block]

CAP vs. EPS GROWTH

 

    
Other Performance Measure Amount (10.17) 43.04 (17.92)
Measure Name Adjusted EPS Growth    
Non-GAAP Measure Description [Text Block]
(6)Non-GAAP measure; for more information and reconciliation to GAAP, refer to Appendix A – Information Regarding Non-GAAP Financial Measures.

 

    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Compensation Actually Paid vs. Other Measure [Text Block]

CAP vs. ROTCE

 

    
Other Performance Measure Amount 12.86 13.97 10.93
Measure Name Adjusted ROTCE    
Non-GAAP Measure Description [Text Block]
(6)Non-GAAP measure; for more information and reconciliation to GAAP, refer to Appendix A – Information Regarding Non-GAAP Financial Measures.

 

    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted Net Income    
Shaffer [Member]      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount $ 2,824,576 $ 2,771,441  
PEO Actually Paid Compensation Amount 2,295,871 2,934,032  
Shaffer [Member] | Grant Date Fair Value Of Stock Awards Granted In Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (719,972) (1,449,990)  
Shaffer [Member] | Fair Value At Fiscal Year End Of Outstanding And Unvested Stock Awards Granted In Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 653,930 1,405,125  
Shaffer [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 (193,746) 165,821  
Shaffer [Member] | Change In Fair Value As Of Vesting Date Of Stock Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (61,412) 75,392  
Shaffer [Member] | Change In Pension Value [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (207,504) (33,757)  
Hudson [Member]      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount     $ 2,033,703
PEO Actually Paid Compensation Amount     2,235,460
Hudson [Member] | Grant Date Fair Value Of Stock Awards Granted In Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     (799,993)
Hudson [Member] | Fair Value At Fiscal Year End Of Outstanding And Unvested Stock Awards Granted In Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     1,322,099
Hudson [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     (68,704)
Hudson [Member] | Change In Fair Value As Of Vesting Date Of Stock Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     (251,645)
Non-PEO NEO [Member] | Grant Date Fair Value Of Stock Awards Granted In Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (362,493) (387,468) (257,477)
Non-PEO NEO [Member] | Fair Value At Fiscal Year End Of Outstanding And Unvested Stock Awards Granted In Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 329,242 375,479 425,516
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 (55,235) 159,289 (20,035)
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Stock Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (22,236) $ 69,097 $ (79,415)