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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Reliant Bancorp, Inc.
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(Name of Registrant as Specified in its Charter)
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N/A
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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•
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To elect 12 directors to serve until the 2022 annual meeting of shareholders and until their successors have been duly elected and qualified.
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To hold a non-binding advisory vote on the compensation of the Company’s named executive officers.
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To hold a non-binding advisory vote on the frequency of holding non-binding advisory votes on the compensation of the Company’s named executive officers.
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To ratify the appointment of Maggart & Associates, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
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To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
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(1)
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The election of 12 directors to serve until the 2022 annual meeting of shareholders and until their successors have been duly elected and qualified (“Proposal 1”);
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(2)
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A non-binding advisory vote on the compensation of the Company’s named executive officers (“Proposal 2”);
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(3)
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A non-binding advisory vote on the frequency of holding non-binding advisory votes on the compensation of the Company’s named executive officers (“Proposal 3”); and
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(4)
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The ratification of the appointment of Maggart & Associates, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (“Proposal 4”).
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“FOR” the election of each of the 12 director nominees named in this Proxy Statement;
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“FOR” the non-binding advisory approval of the compensation of our named executive officers;
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“FOR” “ONE YEAR” as it relates to the frequency of holding future non-binding advisory votes on the compensation of our named executive officers; and
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“FOR” the ratification of the appointment of Maggart & Associates, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
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To give your proxy authorization over the Internet, go to the website address set forth on the enclosed proxy card and follow the instructions provided on the website.
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To give your proxy authorization by telephone, dial the toll-free telephone number listed on your proxy card using a touch-tone telephone and follow the recorded instructions.
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To vote using a proxy card, complete, sign and date the proxy card and return it promptly in the postage-prepaid envelope provided. If your signed proxy card is received by 11:59 p.m., Eastern Time, on May 12, 2021, then we will vote your shares as you direct.
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To vote in person, attend the Annual Meeting and we will provide you with a ballot when you arrive.
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You may change your vote at any time before the proxy is exercised by resubmitting your vote via the Internet or by telephone;
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You may submit another properly completed proxy card bearing a later date which is received by 11:59 p.m., Eastern Time, on May 12, 2021;
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You may send a written notice that you are revoking your proxy to Reliant Bancorp, Inc., 6100 Tower Circle, Suite 120, Franklin, Tennessee 37067, Attention: Chief Financial Officer, which must be received by 11:59 p.m., Central Time, on May 12, 2021; or
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You may attend the Annual Meeting and notify the election officials that you wish to revoke your proxy and vote in person. However, your attendance at the Annual Meeting will not, by itself, revoke your proxy.
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Proposal
Number
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Proposal
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Vote Required for
Approval
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Effect of Abstentions
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Broker
Discretionary
Voting
Allowed?
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Effect of Broker
Non-Votes
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1
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Election of Director Nominees
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For each nominee, a majority of the votes cast must be “For” election*
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No effect; not treated as a vote cast, except for quorum purposes
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No
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No Effect
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2
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Non-Binding Advisory Vote on the Compensation of our Named Executive Officers
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Votes cast “For” exceed “Against” votes
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No effect; not treated as a vote cast, except for quorum purposes
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No
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No Effect
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3
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Non-Binding Advisory Vote on the Frequency of Holding Non-Binding Advisory Votes on the Compensation of our Named Executive Officers
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The option that receives the highest number of votes will be deemed to have been selected by shareholders
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No effect; not treated as a vote cast, except for quorum purposes
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No
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No Effect
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4
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Ratification of Independent Registered Public Accounting Firm
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Votes cast “For” exceed “Against” votes
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No effect; not treated as a vote cast, except for quorum purposes
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Yes
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Not Applicable
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*
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Our Corporate Governance Guidelines require that, in an uncontested election of directors (i.e., an election where the number of nominees is not greater than the number of directors to be elected), any nominee for director who is an incumbent director and who receives a greater number of votes “against” his or her election than votes “for” his or her election must promptly tender his or her resignation to the Chairman of our board of directors following the shareholders’ meeting at which the election is held. The Nominating and Corporate Governance Committee of the board (the “NCGC”) must promptly consider any such resignation (taking into consideration such factors deemed relevant, including those set forth in our Corporate Governance Guidelines) and recommend to the board whether to accept or reject the tendered resignation. The Corporate Governance Guidelines provide that the board of directors will act on the NCGC’s recommendation no later than 90 days following the date of the shareholders’ meeting at which the election occurred, taking into consideration the factors considered by the NCGC and any additional information and factors the board believes to be relevant. Following the board’s decision on the NCGC’s recommendation, the Company must disclose the board’s decision, providing a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting a tendered resignation, in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”). If a resignation is accepted by the board of directors, the NCGC must recommend to the board whether to fill the resulting board vacancy or to reduce the size of the board. Any director who tenders such a resignation is not permitted to participate in the process outlined above.
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Name (Age)
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Director Since
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Positions and Business Experience
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DeVan D. Ard, Jr. (66)
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2015
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DeVan D. Ard, Jr. is the Chairman and Chief Executive Officer of both Reliant Bancorp and Reliant Bank. He is a 40-year banking veteran. He began his career with AmSouth Bank (which later merged with Regions Bank) in 1981 and held various positions through 2004 before leaving to form legacy Reliant Bank. Legacy Reliant Bank was started by a group of businessmen and women in 2006 as a full-service community bank headquartered in Brentwood, Tennessee. Prior to its merger with Commerce Union Bank, legacy Reliant Bank had grown to over $400 million in assets.
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Playing an active role in the business and nonprofit community, Mr. Ard currently serves as a board member and previously served as chairman of the board of the We Are Building Lives Foundation and is a board member and finance committee member for the Middle Tennessee Council of Boy Scouts of America. Mr. Ard is also a member of the Rotary Club of Nashville, past chairman of the Adventure Science Center, past president of the PENCIL Foundation, and is a graduate of Leadership Nashville.
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Mr. Ard received his Master of Business Administration from the University of Alabama, Tuscaloosa, and received a Bachelor of Arts in Business Administration and History from Vanderbilt University.
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Qualifications: Mr. Ard has approximately 40 years of banking experience and has served on the board of directors of Reliant Bancorp and/or Reliant Bank (or its predecessor) for 15 years.
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Charles Trimble Beasley (73)
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2006
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Charles Trimble Beasley is currently the president of Center Star, Inc., a research and development firm specializing in thermal reflective material properties. He graduated from Vanderbilt University with a Bachelor of Science in Engineering in 1970 and went on to earn a Master of Business Administration degree from the University of Tennessee in 1975. Mr. Beasley began his business career with Everett Beasley, Inc., serving as company president for 17 years before selling his business interest in 1997. Since that time, he has been involved in numerous small business ventures, and real estate investments. Mr. Beasley has served in the past as president of the Robertson County Cancer Society, president of the Robertson County Chamber of Commerce, president of the Springfield Rotary Club, and a member of the inaugural class of Leadership Middle Tennessee. He currently serves on the advisory committee of the Jennings A. Jones College of Business at Middle Tennessee State University. Additionally, Mr. Beasley has previously served on community bank boards, including First National Bank, Springfield and Farmers National Bank in Bowling Green, Kentucky.
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Qualifications: Mr. Beasley has served on three bank boards with approximately 35 years of experience. He has served on every board committee, chaired several, and served as president of three companies. He also has a Master of Business Administration degree with a finance concentration.
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Name (Age)
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Director Since
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Positions and Business Experience
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Robert E. Daniel (52)
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2018
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Robert E. Daniel is founder and president of Compass Capital, LLC, an investment company located in Franklin, Tennessee, a position he has held since 1998. He is also a part owner and an officer of several privately held companies in the real estate, finance, and manufacturing industries.
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Mr. Daniel is an active member in the Williamson County community, serving as the vice-chairman of the Williamson County Medical Center Board of Trustees. He previously served as chairman of the Boys and Girls Clubs of Franklin, and as chairman of the Thompson Station, Tennessee Planning Commission.
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Mr. Daniel was appointed to the board of directors of Reliant Bancorp following Reliant Bancorp’s merger with Community First, Inc. on January 1, 2018.
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Mr. Daniel is also a board member of the Bone and Joint Institute of Tennessee and the chairman of the Williamson County Public Building Authority.
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Mr. Daniel received a Bachelor of Science in Business Administration from the University of Richmond.
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Qualifications: Mr. Daniel has a broad range of business experience in manufacturing, real estate, and finance. He also had prior board experience at Community First Bank & Trust.
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William Ronald DeBerry (73)
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2006
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William Ronald DeBerry is a director and the former chief executive officer of Reliant Bancorp. He received a Bachelor of Business Administration from the University of Mississippi in 1969 and received a Master of Business Administration from the University of Tennessee in 1977. After graduating from the University of Mississippi, Mr. DeBerry was commissioned a second lieutenant in the U.S. Army, serving on active duty from 1969 until 1971, including a tour of duty in Vietnam. Mr. DeBerry began his banking career with the former Commerce Union Bank (which later merged with Bank of America) in 1973. He was repeatedly promoted over the following decades, serving in an array of positions with increasing responsibility over strategic banking matters. Mr. DeBerry retired from Bank of America in January 2005, and on August 14, 2006, he established the new Commerce Union Bank, which was renamed Reliant Bank in 2015. Mr. DeBerry brings nearly 50 years of banking experience and knowledge to the board of directors.
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Mr. DeBerry is an active member of the industry and the communities in which he works. He is a past director of the Tennessee Bankers Association. He serves as a board member and an executive committee member of the Middle Tennessee Council of Boy Scouts of America. He is a graduate of Leadership Nashville. He is a former president of the PENCIL Foundation and past director of the Robertson County Chamber of Commerce.
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Qualifications: Mr. DeBerry has nearly 50 years of banking experience.
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Name (Age)
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Director Since
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Positions and Business Experience
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Sharon H. Edwards (55)
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2015
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Sharon H. Edwards is currently the chief financial officer of Risk Strategies (RSC Insurance Brokerage, Inc.), a privately held national insurance broker and risk management company. Prior to this role, she served as chief operating officer of Risk Strategies, which she joined in 2019. Prior to Risk Strategies, she formerly served as the chief financial officer/finance director of Willis Towers Watson’s North America geography and Willis Towers Watson’s Corporate Risk & Broking Segment as well as the chief financial officer and chief administrative officer of Willis North America, Inc., all units of Willis Towers Watson Public Limited Company. Ms. Edwards served in multiple roles with Willis Towers Watson from 1991 to 2018 and has extensive financial and operational expertise.
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Ms. Edwards is a certified public accountant, a chartered global management accountant and received a Bachelor of Science in Business Administration - Accounting from the University of Tennessee. Earlier in her career, Ms. Edwards worked for the public accounting firm of Arthur Andersen & Co. Ms. Edwards currently serves on the Board of Trustees for Pope John Paul II High School.
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In 2011, Ms. Edwards was selected as one of Business Insurance magazine’s 2011 “Women to Watch.” Additionally, Ms. Edwards was selected as a Nashville Business Journal’s 2013 “Women of Influence” and was selected by Directors and Boards magazine in 2019 as a “Director to Watch.” She is a member of the National Association of Corporate Directors, Women Corporate Directors, Private Directors Association, AICPA, and the Tennessee Society of CPAs.
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Qualifications: Ms. Edwards is a certified public accountant and a chartered global management accountant with experience in auditing companies both public and private. She also served for many years in numerous executive positions within a Fortune 500 public company. Additionally, she has had the experience of being responsible for operations and financial results for both private-equity backed and public global companies, and she has served as the program manager for multiple large scale acquisition integrations and system implementations.
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Darrell S. Freeman, Sr. (56)
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2015
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Darrell S. Freeman, Sr. is the former chairman of Zycron, Inc., an information technology services and solutions firm he founded in 1991 in Nashville, Tennessee. Zycron employs more than 330 information technology professionals across the country. Mr. Freeman was an organizing director of legacy Reliant Bank. He is also the co-founder and chairman of Pinnacle Construction Partners, which provides a full range of preconstruction planning and construction management services for the public and private sector. He is the current chairman of the board of directors of S3 Asset Management. Mr. Freeman also serves on the board of directors of BlueCross BlueShield of Tennessee and Cross Country Healthcare, Inc. (Nasdaq: CCRN), headquartered in Boca Raton, Florida.
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Mr. Freeman’s commitment to the Nashville community is evident through his completed, two-term service as chairman of the Nashville Chamber of Commerce. He is a former board member of Centennial Medical Center, and as former chairman of the 100 Black Men of Middle Tennessee, he led the organization to achieve chapter of the year in 2005. Other organizations for which Mr. Freeman serves or has served on the board are: Stonecrest Medical Center, Nashville Community Foundation, the Nashville Downtown Rotary Club, the Federal Reserve Advisory Board, the African American Museum of Music Art and Culture, Middle Tennessee State University Board of Trustees
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Name (Age)
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Director Since
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Positions and Business Experience
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(vice chairman), the Tennessee Board of Regents, and the Nashville Broadband Task Force. Mr. Freeman received a Bachelor of Science in Industrial Technology and received a Master in Industrial Studies, both from Middle Tennessee State University.
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Qualifications: Mr. Freeman has considerable previous experience in staffing, outsourcing, technology, and healthcare expertise, as well as his extensive background in business development.
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James Gilbert Hodges (66)
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2008
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James Gilbert Hodges is the president of Hodges Group, Inc., a construction company he started in 1990. He currently directs the overall construction management, organization, and operations of all projects and related construction activities for the corporation. Over the course of more than 25 years, Mr. Hodges has succeeded in expanding his company’s portfolio, offering hundreds of services to his clients, and building Hodges Group, Inc. into a multi-discipline construction company. In addition to his work at Hodges Group, Inc., Mr. Hodges has served in leadership positions at various community organizations, including the Chamber of Commerce of Sumner County, Mayor’s Advisory Council, Leadership Middle Tennessee, Portland Planning Commission, and Sumner County Industrial Board. He has also been the recipient of numerous awards, such as Citizen of the Year, Small Business of the Year, the Industrial Excellence Award, and the Governor’s Excellence Award. Additionally, Mr. Hodges served for 12 years on the advisory board for Cumberland Bank. He brings decades of experience in construction and small business management to the board of directors.
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Qualifications: Mr. Hodges has decades of experience in construction and small business management.
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William Lawson Mabry (65)
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2020
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William Lawson Mabry was appointed to the board of directors of Reliant Bancorp following Reliant Bancorp acquiring First Advantage Bancorp’s (“FABK”) on April 1, 2020.
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William Lawson Mabry served on the boards of First Advantage Bank (“FAB”) and FABK from their inception in 2007 until the entities were acquired by Reliant Bancorp and Reliant Bank, respectively, in 2020. He was the chairman of the board of directors for both FABK and FAB. He also served as chairman and board member of First Federal Savings Bank, the predecessor of FAB.
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Mr. Mabry was also an organizer and director of Heritage Financial Services, Inc. and Heritage Bank, a community bank in Clarksville, Tennessee. He served on the boards of both entities from 1989 until their acquisition by Old National Bank in 2000.
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Mr. Mabry has been a real estate broker in Clarksville, Tennessee, since 1977. He is involved in land acquisition, development, and home construction in the Clarksville-Montgomery County real estate market.
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Mr. Mabry is currently president of the Clarksville Academy Foundation, serves on the board of the Customs House Museum and is a member of the Trinity Episcopal Church finance committee. He has served previously on the boards of the Austin Peay State University Foundation, the Aspire Clarksville Foundation, Clarksville Academy, the Fort Campbell Historical Foundation, the Clarksville-
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Name (Age)
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Director Since
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Positions and Business Experience
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Montgomery County Library Foundation, the Clarksville-Montgomery County Public Library, the Clarksville River District Commission, and Leadership Clarksville. He was also a member of the Austin Peay State University Foundation Investment Committee.
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Mr. Mabry received a Bachelor of Science in English from Austin Peay State University in 1977.
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Qualifications: Mr. Mabry’s business experience, prior banking experience, deep knowledge of real estate markets, and extensive contacts in the Middle Tennessee business community qualify him to serve as a director.
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Connie S. McGee (60)
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2019
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Connie S. McGee is an experienced healthcare executive with a diverse background in technology sales, leading business development strategies, market research, consulting, and strategic account leadership. She has worked developing growth and expansion strategies for Fortune 500 companies such as Dell EMC, Intel Corporation, KPMG LLP, and Microsoft Corporation.
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From 2017 until January 2021, she served as a member of the Microsoft Corporation leadership team supporting the global reorganization of Microsoft and its healthcare life sciences vertical. As a U.S. East Area Sales Director, she was responsible for various U.S. East geographical business units and oversaw the sales and technology account teams leading Microsoft’s go to market initiatives within the healthcare and life sciences vertical. Prior to joining Microsoft, Ms. McGee was an industry lead for business development initiatives for healthcare and life sciences with Intel Corporation, having joined Intel Corporation in 2015. Prior to Intel, Ms. McGee served as a senior vice president with the management consulting and public accounting firm, Pershing Yoakley & Associates, P.C., and had previously served in prior key leadership roles within Dell EMC and KPMG LLP.
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Ms. McGee is a co-founder of the Evolve Women Foundation, a nonprofit organization that provides a platform of educational and developmental programs for women in STEM industries. She also serves as a co-advisor for the Women’s Business Collaborative (WBC), and she is a Walk of Fame Honoree of the Women Corporate Directors. Her previous board experience includes the Microsoft Women in Healthcare and Life Sciences Advisory Board for STEM initiatives, Intel Women’s Advisory Board, Tennessee Healthcare Information and Management Systems Society (HIMSS) Chapter President, Trinisys, LLC Advisory Board, and the Tennessee Regional Workforce Committee. In 2014, she was recognized by The Tennessean as one of the Top 25 CEO’s to Watch and was the recipient of the Nashville Lifestyles 2014 Top Women in Business Award. Ms. McGee received a Bachelor of Science in Business Administration from Athens University/University of Alabama Huntsville.
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Qualifications: Ms. McGee has significant experience in strategy and business management with over 20 years of experience in the healthcare technology industry.
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Name (Age)
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Director Since
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Positions and Business Experience
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Linda E. Rebrovick (65)
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2019
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Linda E. Rebrovick has over 40 years of business experience, including executive leadership roles for global technology, healthcare technology, and management consulting companies. She has over 25 years of experience serving on public and private company boards in the financial services, professional services, and healthcare technology industries.
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Ms. Rebrovick has been the president of Impact Corporate Consulting, which provides business consulting services, since August 2018. Between April and July 2018, she was the chief executive officer of Integrated Healing Technologies, a medical technology company (“IHT”). On July 9, 2018, IHT filed for bankruptcy protection under the provisions of Chapter 7 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Middle District of Tennessee. From 2016 to 2018, Ms. Rebrovick was senior client partner of the healthcare practice, at Morgan Samuels, providing executive and director retained searches. Ms. Rebrovick was a candidate in 2014 and 2015 for the office of Mayor of the Metropolitan Government of Nashville and Davidson County. In addition, from 2009 to 2014, Ms. Rebrovick was the chief executive officer of Consensus Point, a global provider of innovative prediction market research technology solutions.
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Ms. Rebrovick has served on the Reliant Bancorp and Reliant Bank board of directors since 2018. In 2018, Ms. Rebrovick was selected among “Directors to Watch” by Directors and Boards Annual Report. Ms. Rebrovick currently serves on the board of directors for the healthcare technology public company, HealthStream, Inc. (Nasdaq: HSTM). She serves on the HealthStream compensation and audit committees and previously served as the chair of its nominating and corporate governance committee for 14 years. Ms. Rebrovick also serves on the board of directors of a private company, Guidehouse, Inc., a global business consultancy serving the public and commercial sectors.
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She was an organizer and, from 2001 to 2006, served as a member of the board of directors of Pinnacle Financial Partners, Inc., including its subsidiary Pinnacle Bank. From 1994 to 2000, Ms. Rebrovick served on the board of KPMG LLP, and was the board chair of the process and governance committee.
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Ms. Rebrovick is a 2021 Advanced Leadership Initiative Fellow at Harvard University and she received a Bachelor of Science in Marketing from the Harbert College of Business, Auburn University, 1977. Ms. Rebrovick was selected as one of the university’s Top 400 Women Graduates of the past 100 years. She served as co-chair and co-founder of Women Corporate Directors, Tennessee for the past nine years. Ms. Rebrovick is currently a member of the board and chair of Development of the Nashville Entrepreneur Center and president and trustee of the board of Leadership Nashville. She previously served as board chair of Nashville Technology Council.
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Qualifications: Ms. Rebrovick’s relevant qualifications also include her 25 years of public company and private company board experience. She was an organizer, board director, and member of the audit committee for six years with Pinnacle Financial Partners, Inc., including its subsidiary Pinnacle Bank. She served on the board of KPMG LLP for six years. Since 2001, Ms. Rebrovick has served on the board of HealthStream, Inc. and was the chair of its nominating and corporate governance committee for 14 years. She also serves on the board of directors of Guidehouse, Inc., a private-equity-backed portfolio company of Veritas Capital.
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Name (Age)
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Director Since
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Positions and Business Experience
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Ruskin A. Vest, Jr. (66)
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2018
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Ruskin A. Vest, Jr. is an entrepreneur and owner of several businesses in Maury County and surrounding areas. He is president and part-owner of Southeastern Shirt Corporation, a position he has held since 1986. He is the former executive vice president of Service Partners Industrial Products Co., LLC, a wholly owned subsidiary of Masco Corporation that is a building materials distributor, a position he held from 1984 to 2015.
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Mr. Vest is also an active member of the Maury County community and previously served on the executive committee of the Board of Trustees of the Webb School in Bell Buckle, Tennessee.
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Mr. Vest’s wide variety of business experience, including manufacturing and real estate development, allows him to bring to the board of directors a broad understanding of a number of industries in which many of the Company’s clients operate. His active involvement in a number of community activities in the Company’s Maury County market allows him to contribute valuable insight to the board of directors on key developments in the Middle Tennessee market.
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Mr. Vest was appointed to the board of directors of Reliant Bancorp following Reliant Bancorp’s merger with Community First, Inc. on January 1, 2018.
|
|
| |
|
| |
|
|
| |
|
| |
Qualifications: Mr. Vest has a variety of business experience which includes manufacturing and real estate development.
|
|
| |
|
| |
|
Michael E. Wallace (46)
|
| |
2020
|
| |
Michael E. Wallace, CPA/ABV, CVA served on the FABK board of directors from FABK’s inception in 2007 and on the FAB board of directors from 2006 until the entities were acquired by Reliant Bancorp and Reliant Bank, respectively, in 2020. He is the former chairman of the FABK audit committee. Mr. Wallace has over 25 years of experience in public accounting and is currently a partner in Thurman Campbell Group, LLC specializing in business valuations. He is a certified valuation analyst (“CVA”) and accredited in business valuation (“ABV”) by the American Institute of Certified Public Accountants. He is a member of the American Institute of Certified Public Accountants and the Tennessee Society of Certified Public Accountants.
|
|
| |
|
| |
|
|
| |
|
| |
Mr. Wallace serves as chairman of the Finance Committee of Grace Community Church in Clarksville, Tennessee, and is on the board of Clarksville Academy.
|
|
| |
|
| |
|
|
| |
|
| |
Mr. Wallace received a Bachelor of Science in Accounting and a Master of Accountancy, both from Samford University. He has also passed the National Association of Securities Dealers Series 7 and Series 66 exams to qualify as a Registered Representative. Mr. Wallace is also a Personal Financial Specialist, as designated by the American Institute of Certified Public Accountants.
|
|
| |
|
| |
|
|
| |
|
| |
Mr. Wallace was appointed to the board of directors of Reliant Bancorp following Reliant Bancorp’s merger with FABK on April 1, 2020.
|
|
| |
|
| |
|
|
| |
|
| |
Qualifications: Mr. Wallace’s extensive accounting and business experience qualify him to serve as a director.
|
Name (Age)
|
| |
Executive
Officer
Since
|
| |
Positions and Business Experience
|
Gerald Cooksey, Jr. (55)
Chief Financial Officer
|
| |
2020
|
| |
Gerald (“Jerry”) Cooksey, Jr. is the Chief Financial Officer of Reliant Bancorp and Reliant Bank. Since Reliant Bancorp completed its acquisition of FABK, the parent company of FAB, in April 2020, Mr. Cooksey had been the Chief Administrative Officer of Reliant Bancorp and Reliant Bank until his appointment to Chief Financial Officer in May 2020. Until FAB merged with and into Reliant Bank in April 2020, Mr. Cooksey oversaw all of FAB’s accounting and operations, including internal policies and procedures, reporting, and regulatory compliance. Prior to joining FAB in 2012, Mr. Cooksey was senior vice president and controller for First Security Group, Inc./FSGBank in Chattanooga, Tennessee, where he led reporting and accounting for the $1.1 billion bank and holding company. Before that he was senior vice president and chief financial officer for Clayton Bank & Trust in Knoxville, Tennessee. Mr. Cooksey’s 30-year banking career includes executive management roles with other Tennessee-based institutions as well.
|
|
| |
|
| |
|
|
| |
|
| |
Mr. Cooksey received a Bachelor of Arts in Business Administration from Bellarmine University in Louisville, Kentucky, and a Master of Business Administration from Lincoln Memorial University in Harrogate, Tennessee.
|
|
| |
|
| |
|
William M. Fitzgerald, II (64)
Chief Risk Officer
|
| |
2020
|
| |
William (“Bill”) M. Fitzgerald, II is the Chief Risk Officer of Reliant Bancorp and Reliant Bank. Prior to joining Reliant Bancorp and Reliant Bank in 2020, Mr. Fitzgerald, from December 21, 2016 to January 30, 2020, was an audit partner in the financial institutions group at Carr, Riggs & Ingram, LLC. Additionally, from May 1, 2015 to December 20, 2016, Mr. Fitzgerald worked at Rayburn | Fitzgerald PC where he served as principal and vice president and was in charge of the audit practice section for the firm. Mr. Fitzgerald has over 35 years of public accounting experience concentrating in financial institutions and public entities.
|
|
| |
|
| |
|
|
| |
|
| |
Mr. Fitzgerald received a Bachelor of Business Administration from Austin Peay State University. He is a certified public accountant and holds both the Certified Financial Services Auditor and the Certification in Risk Management Assurance designations from the Institute of Internal Auditors.
|
|
| |
|
| |
|
Name (Age)
|
| |
Executive
Officer
Since
|
| |
Positions and Business Experience
|
Alan L. Mims (60)
Chief Credit Officer (Reliant Bank)
|
| |
2017
|
| |
Alan L. Mims has over 30 years of community and regional banking experience, primarily in lending. Mr. Mims joined Reliant Bank in 2017 as Chief Risk Officer and was promoted to Chief Credit Officer in 2018. Prior to joining Reliant Bank, he served as loan administrator/chief credit officer and vice chairman of the board of directors at CCB Community Bank in Andalusia, Alabama and senior loan officer at SouthTrust Bank of Covington County, N.A., in Opp, Alabama.
|
|
| |
|
| |
|
|
| |
|
| |
Immediately prior to joining Reliant Bank, Mr. Mims served for six years as case manager and senior examiner with the Federal Reserve Bank of Atlanta. There, Mr. Mims was commissioned as an examiner by the Federal Reserve Board of Governors. In addition to leading safety and soundness bank examinations, he was responsible for supervisory activities for a portfolio of community banks across the Federal Reserve’s Sixth District ranging in size from $31 million to $1.2 billion. In a special project encompassing two years, he also led a team of examiners in focused horizontal reviews of commercial real estate risk management for banks with concentrations.
|
|
| |
|
| |
|
|
| |
|
| |
Prior to his career in banking, Mr. Mims spent six years in public accounting. He is a certified public accountant in the state of Alabama and is a member of the Alabama Society of CPAs and the AICPA. Mr. Mims received his Bachelor of Business Administration with a concentration in accounting from Auburn University.
|
|
| |
|
| |
|
Mark E. Ryman (58)
Chief Loan Officer (Reliant Bank)
|
| |
2020
|
| |
Mark E. Ryman has over 34 years of commercial and retail banking experience. Mark E. Ryman became the Chief Loan Officer of Reliant Bank in June 2020. Mr. Ryman has worked for Reliant Bank since September of 2005, where he most recently served as Reliant Bank’s Market President for Williamson and Davidson Counties and Commercial Banking Manager. Prior to join Reliant Bank in 2005, he held various roles with First American Bank, The Bank of Nashville, and Premier Bank of Brentwood.
|
|
| |
|
| |
|
|
| |
|
| |
Mr. Ryman is a graduate of Tennessee Tech University, Belmont University’s Executive Leadership Program, and the Southeastern Schools of Banking.
|
|
| |
|
| |
|
Mark C. Seaton (43)
Chief Accounting Officer and Controller
|
| |
2020
|
| |
Mark C. Seaton is the Senior Vice President, Chief Accounting Officer and Controller of Reliant Bancorp and Reliant Bank. Mr. Seaton is an experienced financial executive with approximately 20 years of financial institution accounting experience. Prior to joining Reliant Bancorp and Reliant Bank in 2020, he had been employed as senior vice president, controller of CapStar Bank in Nashville, Tennessee since 2014.
|
|
| |
|
| |
|
|
| |
|
| |
Mr. Seaton received a Bachelor of Science in Accounting from Western Kentucky University.
|
|
| |
|
| |
|
Name (Age)
|
| |
Executive
Officer
Since
|
| |
Positions and Business Experience
|
John R. Wilson (64)
President
|
| |
2006
|
| |
John Wilson joined legacy Reliant Bank in 2005 during its organization, served as Chief Loan Officer of legacy Reliant Bank until its merger with the Bank in 2015, and served as Chief Loan Officer of the Bank since the 2015 merger until his appointment as President of both Reliant Bancorp, Inc. and Reliant Bank in June 2020. Mr. Wilson has over 30 years of community and regional banking experience. Prior to joining legacy Reliant Bank in 2005, he launched Cumberland Bank’s entry into the Spring Hill, Tennessee, market, serving as community president. Mr. Wilson has also held positions at Tennessee National Bank, which was later acquired by Union Planters Bank, and First National Bank of Lewisburg, which was later acquired by Nations Bank.
|
|
| |
|
| |
|
|
| |
|
| |
Mr. Wilson has served on the board of directors for the Boys & Girls Club of Franklin and Williamson County for over 10 years, during which time he served as the club’s treasurer and the club’s chairman. Mr. Wilson is a graduate of the Tennessee School of Banking and the Graduate School of Banking of The South, Baton Rouge, Louisiana. He also received a bachelor’s degree from the University of Tennessee.
|
|
| |
|
| |
|
Kim York (57)
Chief Strategy Officer (Reliant Bank)
|
| |
2020
|
| |
Kim York is the Chief Strategy Officer of Reliant Bank. Prior to joining Reliant Bank in 2017, Kim worked at Ascend Federal Credit Union where she was the vice president of marketing from 2002 to 2013 and senior vice president and chief marketing officer from 2013 to 2017 when she joined Reliant Bank. As Reliant Bank’s Chief Strategy Officer, Kim is the executive responsible for the overall experience of the company to customers, prospective customers, employees and the market. Her focus includes the approach and delivery of Reliant Bank’s services, communications and channels. She spearheads strategies and accountability to increase Reliant Bank’s visibility, enhance its reputation, inspire and motivate staff, increase relevancy and improve efficiencies. With more than 20 years of experience, she uses data analytics and a consultative approach to drive customer growth, retain Reliant Bank’s existing customer base and build relationships that increase share of wallet. Her areas of expertise include branding, culture, retail administration, traditional and digital channel marketing and buildout of an effective digital infrastructure for service delivery. Kim is an employee advocate who knows what employees experience in the workplace impacts their behavior with customers. She develops and implements initiatives that help define Reliant Bank’s culture while emphasizing social investment and personal enrichment, and she collaborates with stakeholders and customers throughout the organization and community to build closer relationships, strengthen the brand, and increase profitability.
|
Name
|
| |
Audit
|
| |
Compensation
|
| |
NCGC
|
Homayoun Aminmadani
|
| |
|
| |
X
|
| |
|
Charles Trimble Beasley
|
| |
X
|
| |
|
| |
|
Robert E. Daniel
|
| |
|
| |
|
| |
X*
|
William Ronald DeBerry
|
| |
X
|
| |
|
| |
|
Sharon H. Edwards
|
| |
X*
|
| |
|
| |
|
Darrell S. Freeman, Sr.
|
| |
|
| |
X*
|
| |
|
James Gilbert Hodges
|
| |
|
| |
X
|
| |
|
William Lawson Mabry
|
| |
|
| |
|
| |
X
|
Connie S. McGee
|
| |
X
|
| |
|
| |
|
Linda E. Rebrovick
|
| |
|
| |
|
| |
X
|
Ruskin A. Vest
|
| |
|
| |
|
| |
X
|
Michael E. Wallace
|
| |
X
|
| |
|
| |
|
Number of Meetings in 2020
|
| |
14
|
| |
7
|
| |
7
|
*
|
Committee Chair
|
Name
|
| |
Number of
Shares of
Common
Stock Directly
or Indirectly
Owned
|
| |
Right to
Acquire(1)
|
| |
Total Number
of Shares of
Common Stock
Beneficially
Owned
|
| |
% of Class
Beneficially
Owned as of
March 24,
2021(1)
|
Directors, Nominees, and Named Executive Officers
|
| |
|
| |
|
| |
|
| |
|
Homayoun Aminmadani(2)
|
| |
282,359
|
| |
—
|
| |
282,359
|
| |
1.7
|
DeVan D. Ard, Jr.
|
| |
77,396
|
| |
11,700
|
| |
89,096
|
| |
*
|
Charles Trimble Beasley
|
| |
19,406
|
| |
—
|
| |
19,406
|
| |
*
|
Robert E. Daniel(3)
|
| |
177,926
|
| |
—
|
| |
177,926
|
| |
1.1
|
William Ronald DeBerry(4)
|
| |
110,818
|
| |
11,500
|
| |
122,318
|
| |
*
|
Sharon H. Edwards
|
| |
15,150
|
| |
—
|
| |
15,150
|
| |
*
|
Darrell S. Freeman, Sr.
|
| |
78,001
|
| |
—
|
| |
78,001
|
| |
*
|
James Gilbert Hodges
|
| |
6,995
|
| |
—
|
| |
6,995
|
| |
*
|
Louis E. Holloway(5)
|
| |
37,090
|
| |
—
|
| |
37,690
|
| |
*
|
William Lawson Mabry(6)
|
| |
153,089
|
| |
—
|
| |
153,089
|
| |
*
|
Connie S. McGee
|
| |
1,295
|
| |
—
|
| |
1,295
|
| |
*
|
Linda E. Rebrovick
|
| |
1,250
|
| |
—
|
| |
1,250
|
| |
*
|
Mark E. Ryman
|
| |
26,288
|
| |
5,021
|
| |
31,309
|
| |
*
|
Ruskin A. Vest
|
| |
139,303
|
| |
—
|
| |
139,303
|
| |
*
|
Michael E. Wallace
|
| |
85,432
|
| |
—
|
| |
85,432
|
| |
*
|
John R. Wilson
|
| |
24,812
|
| |
8,000
|
| |
32,812
|
| |
*
|
All current directors and executive officers as a group (21 persons)(7)
|
| |
1,310,501
|
| |
40,021
|
| |
1,350,522
|
| |
8.2
|
Persons known to the Company to be the beneficial owner of more than 5% of the Company’s common stock
|
| |
|
| |
|
| |
|
| |
|
BlackRock, Inc.(8)
|
| |
873,114
|
| |
—
|
| |
873,114
|
| |
5.3
|
*
|
Less than 1%
|
(1)
|
Beneficial ownership is determined in accordance with applicable SEC rules. In computing the percentage ownership of each person, (i) shares of common stock subject to options held by that person that are exercisable as of March 24, 2021 and (ii) shares of common stock subject to options or restricted stock units (“RSUs”) held by that person that are exercisable or vesting within 60 days of March 24, 2021, are all deemed to be beneficially owned. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of each other person. The percentage of shares beneficially owned is based on 16,385,222 shares of common stock outstanding as of March 24, 2021. Unless otherwise indicated, all amounts exclude shares issuable upon the exercise of outstanding options and vesting of RSUs that are not exercisable and/or vested as of March 24, 2021, or within 60 days of March 24, 2021. Except as noted, each shareholder in the above table is believed to have sole voting and sole investment power with respect to the common stock beneficially held.
|
(2)
|
Due to our mandatory retirement age for directors, Mr. Aminmadani was not re-nominated to serve another term on the board. He will no longer be a member of the board following the Annual Meeting.
|
(3)
|
Includes 16,015 shares held by Mr. Daniel’s spouse.
|
(4)
|
Includes 20,300 shares and 4,000 stock options held by Mr. DeBerry’s spouse.
|
(5)
|
Mr. Holloway, the Company’s former Chief Operating Officer, retired from the Company on June 22, 2020. Share ownership number includes 2,000 RSUs that vested in accordance with the Executive Separation Agreement and Release, dated June 22, 2020, by and among Mr. Holloway, the Company, and the Bank (the “Holloway Separation Agreement”). Information is based on the Holloway Separation Agreement and Mr. Holloway’s last Form 4 filed with the SEC on July 25, 2019.
|
(6)
|
Includes 31,891 shares held in a deferred compensation plan, 14,274 shares held by Mr. Mabry’s spouse, 15,093 shares held by a trust for the benefit of Mr. Mabry’s son, 13,689 shares held by a trust for the benefit of Mr. Mabry’s daughter, 1,793 shares held by Mr. Mabry’s son, and 1,793 shares held by Mr. Mabry’s daughter.
|
(7)
|
As of March 24, 2021, the following individuals had pledged the following amounts of shares of the Company’s common stock that they beneficially own to secure lines of credit or other indebtedness: Mr. Ard: 37,585 shares; and Mr. Wilson: 6,054 shares.
|
(8)
|
This information is derived from the Schedule 13G filed with the SEC on February 2, 2021, by BlackRock, Inc. According to this Schedule 13G, BlackRock, Inc. reported the following beneficial ownership in the Company’s common stock: sole voting power 858,125 shares, shared voting power 0 shares, sole dispositive power 873,114 shares, and shared dispositive power 0 shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
|
•
|
Attract and retain highly qualified executives who portray the Company’s culture and values;
|
•
|
Motivate executives to provide excellent leadership and achieve the Company’s goals;
|
•
|
Provide substantial performance-related incentive compensation that is aligned with the Company’s strategies and directly tied to meeting specific Company and market objectives;
|
•
|
Strongly link the interests of executives to the value derived by the Company’s shareholders from owning the Company’s common stock; and
|
•
|
Be fair, ethical, transparent, and accountable in setting and disclosing executive compensation.
|
Base Salary:
|
| |
Individual salary determinations are based upon the executive’s job assignment, qualifications, behaviors, cultural adherence, and performance.
|
|
| |
|
Annual Cash Incentives:
|
| |
Executives have a portion of their total cash compensation at risk and contingent upon meeting key Company and market objectives.
|
|
| |
|
Cash Bonuses:
|
| |
Executives are eligible for additional cash compensation in the form of bonuses (distinct from annual cash incentives) that recognize significant achievements and contributions to the Company’s success and that are not captured under our annual incentive plan.
|
|
| |
|
Long-Term Equity-Based Awards:
|
| |
Executives who are critical to the Company’s long-term success participate in long-term incentive opportunities that link a portion of their total compensation to increasing shareholder value.
|
|
| |
|
Retirement Plans and Other Benefits:
|
| |
Executives participate in the Company’s benefit plans and programs, such as health insurance, 401(k), vacation, and life insurance plans and programs, at a level consistent with policy, prevailing law, and current regulation.
|
What We Do
|
|||
•
|
| |
Periodically, compare our named executive officer compensation levels to the market and take these results into consideration when making compensation related decisions.
|
•
|
| |
Provide our named executive officers with a performance-based cash incentive plan on an annual basis.
|
•
|
| |
Grant full-value equity awards to each of our named executive officers with multi-year vesting provisions.
|
•
|
| |
Utilize the assistance of an outside independent compensation consultant to assist our Compensation Committee with gathering market data and best practices information.
|
•
|
The provision of other services to us by Blanchard, if any.
|
•
|
The amount of fees received by Blanchard from us as a percentage of Blanchard’s total revenue.
|
•
|
The policies and procedures of Blanchard that are designed to prevent conflicts of interest.
|
•
|
Any business or personal relationship of Blanchard or its consultants with a member of the Compensation Committee.
|
•
|
Any stock of the Company owned by consultants of Blanchard.
|
•
|
Any business or personal relationship of Blanchard or its consultants with any of our executive officers.
|
|
| |
Name
|
| |
Trading
Symbol
|
1
|
| |
First Bancorp
|
| |
FBNC
|
2
|
| |
Republic Bancorp, Inc.
|
| |
RBCAA
|
3
|
| |
FB Financial Corporation
|
| |
FBK
|
4
|
| |
Great Southern Bancorp, Inc.
|
| |
GSBC
|
5
|
| |
Franklin Financial Network, Inc.
|
| |
FSB
|
6
|
| |
Community Trust Bancorp, Inc.
|
| |
CTBI
|
7
|
| |
Carter Bankshares, Inc.
|
| |
CARE
|
8
|
| |
Carolina Financial Corporation
|
| |
CARO
|
9
|
| |
Live Oak Bancshares, Inc.
|
| |
LOB
|
10
|
| |
HomeTrust Bancshares, Inc.
|
| |
HTBI
|
11
|
| |
Stock Yards Bancorp, Inc.
|
| |
SYBT
|
12
|
| |
The First Bancshares, Inc.
|
| |
FBMS
|
13
|
| |
Atlantic Capital Bancshares, Inc.
|
| |
ACBI
|
14
|
| |
Southern National Bancorp of Virginia, Inc.
|
| |
SONA
|
15
|
| |
Wilson Bank Holding Company
|
| |
WBHC*
|
16
|
| |
SmartFinancial, Inc.
|
| |
SMBK
|
17
|
| |
First Community Bankshares, Inc.
|
| |
FCBC
|
18
|
| |
CapStar Financial Holdings, Inc.
|
| |
CSTR
|
19
|
| |
Southern First Bancshares, Inc.
|
| |
SFST
|
20
|
| |
Southern Missouri Bancorp, Inc.
|
| |
SMBC
|
21
|
| |
American National Bankshares Inc.
|
| |
AMNB
|
22
|
| |
Entegra Financial Corp.
|
| |
ENFC
|
23
|
| |
C&F Financial Corporation
|
| |
CFFI
|
*
|
OTC trading symbol.
|
•
|
Total Cash Compensation = Base Salary + Annual Cash Incentives/Bonus;
|
•
|
Direct Compensation = Total Cash Compensation + Three-Year Average Equity Awards; and
|
•
|
Total Compensation = Direct Compensation + Other Compensation + Retirement Benefits/Perquisites
|
•
|
We align named executive officer compensation with shareholder interests;
|
•
|
We tie a meaningful amount of named executive officer compensation to objective, challenging financial goals, and Company performance;
|
•
|
We avoid excessive risk while designing incentive programs;
|
•
|
We maintain stock ownership guidelines for our executive officers;
|
•
|
We do not provide for excise tax gross-up for “excess parachute payments” under Section 280G of the Code in executive officer agreements;
|
•
|
We maintain a clawback policy applicable to all named executive officers;
|
•
|
We do not allow executive officers to hedge our securities;
|
•
|
We utilize an independent consultant to help the Compensation Committee understand compensation practices that impact executive officer compensation; and
|
•
|
We provide for multi-year vesting periods for our executive officers’ equity awards.
|
|
| |
2019 Base Salary
|
| |
2020 Base Salary
|
| |
% Increase
|
DeVan D. Ard, Jr.,
|
| |
$451,000
|
| |
$500,000
|
| |
10.9%
|
John R. Wilson
|
| |
$310,000
|
| |
$375,000(1)
|
| |
21.0%
|
Mark E. Ryman(2)
|
| |
—
|
| |
$300,000(3)
|
| |
—
|
(1)
|
Coinciding with Mr. Wilson’s appointment as our President, his annualized base salary was increased to $375,000 effective June 2020.
|
(2)
|
Mr. Ryman was not a named executive officer of the Company in 2019.
|
(3)
|
Coinciding with Mr. Ryman’s appointment as the Bank’s Chief Loan Officer, his annualized base salary was increased to $300,000 effective June 2020.
|
•
|
DeVan D. Ard, Jr., Chairman and Chief Executive Officer of Reliant Bancorp and Reliant Bank.
|
•
|
Mark E. Ryman, Chief Loan Officer of Reliant Bank.
|
•
|
John R. Wilson, President of Reliant Bancorp and Reliant Bank.
|
•
|
Louis E. Holloway, former Chief Operating Officer of Reliant Bancorp and Reliant Bank.
|
Name and Position
|
| |
Year
|
| |
Salary ($)
|
| |
Bonus
($)
|
| |
Stock
awards
($)(4)
|
| |
Option
awards
($)(4)
|
| |
Non-equity
incentive
plan
compensation
($)(5)
|
| |
Non-qualified
deferred
compensation
earnings ($)
|
| |
All other
Compensation
($)(6)
|
| |
Total
($)
|
DeVan D. Ard, Jr., Chairman and Chief Executive Officer
|
| |
2020
|
| |
500,000
|
| |
—
|
| |
148,100
|
| |
—
|
| |
191,014
|
| |
—
|
| |
41,715
|
| |
880,829
|
|
2019
|
| |
451,000
|
| |
—
|
| |
128,150
|
| |
37,292
|
| |
123,865
|
| |
—
|
| |
44,562
|
| |
784,869
|
||
Mark E. Ryman(1), Chief Loan Officer
|
| |
2020
|
| |
297,405(2)
|
| |
—
|
| |
74,050
|
| |
—
|
| |
97,386
|
| |
—
|
| |
42,946
|
| |
511,788
|
John R. Wilson, President
|
| |
2020
|
| |
356,167(3)
|
| |
—
|
| |
88,860
|
| |
—
|
| |
116,628
|
| |
—
|
| |
50,828
|
| |
612,483
|
|
2019
|
| |
310,000
|
| |
—
|
| |
69,900
|
| |
20,341
|
| |
70,950
|
| |
—
|
| |
47,778
|
| |
518,969
|
||
Louis E. Holloway, Former Chief Operating Officer
|
| |
2020
|
| |
161,084
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
442,664
|
| |
603,748
|
|
2019
|
| |
307,914
|
| |
—
|
| |
46,600
|
| |
13,561
|
| |
70,950
|
| |
—
|
| |
36,810
|
| |
475,835
|
(1)
|
Mr. Ryman was not a named executive officer of the Company in 2019.
|
(2)
|
In connection with Mr. Ryman’s appointment as the Bank’s Chief Loan Officer, his annualized base salary was increased to $300,000 effective June 2020.
|
(3)
|
In connection with Mr. Wilson’s appointment as our President, his annualized base salary was increased to $375,000 effective June 2020.
|
(4)
|
Grant date fair value of stock, RSUs (convert into common stock on a one-for-one basis), and option awards granted during the years shown. The assumptions made in calculating these values are disclosed in Note 19 (Stock-Based Compensation) to our Consolidated Financial Statements in our 2020 Annual Report on Form 10-K.
|
(5)
|
The amounts listed in this column reflect the dollar amounts of annual cash incentive awards paid to our named executive officers.
|
(6)
|
The table below itemizes the amounts shown in the column labeled “All Other Compensation” for 2020 and 2019:
|
Name
|
| |
Year
|
| |
401(k)
Match
($)
|
| |
Auto
Allowance
($)
|
| |
Bank-
Owned
Automobile
($)(1)
|
| |
Cell
Phone
($)
|
| |
Stock
Dividends
($)
|
| |
Club
Dues
($)
|
| |
Executive
Supplemental
LTD ($)
|
| |
Executive
Supplemental
LTC ($)
|
| |
HSA
Contributions
($)
|
| |
Severance
Payments ($)
|
DeVan D. Ard, Jr.
|
| |
2020
|
| |
17,100
|
| |
—
|
| |
15,112
|
| |
1,200
|
| |
1,950
|
| |
—
|
| |
1,347
|
| |
4,006
|
| |
1,000
|
| |
—
|
|
2019
|
| |
16,800
|
| |
—
|
| |
15,255
|
| |
1,200
|
| |
2,475
|
| |
830
|
| |
3,267
|
| |
3,735
|
| |
1,000
|
| |
—
|
||
Mark E. Ryman
|
| |
2020
|
| |
17,100
|
| |
15,175
|
| |
—
|
| |
1,200
|
| |
1,600
|
| |
—
|
| |
3,771
|
| |
3,600
|
| |
500
|
| |
—
|
John R. Wilson
|
| |
2020
|
| |
17,100
|
| |
21,175
|
| |
—
|
| |
1,200
|
| |
1,500
|
| |
—
|
| |
6,306
|
| |
2,797
|
| |
750
|
| |
—
|
|
2019
|
| |
16,800
|
| |
18,000
|
| |
—
|
| |
1,200
|
| |
1,800
|
| |
—
|
| |
6,615
|
| |
2,613
|
| |
750
|
| |
—
|
||
Louis E. Holloway
|
| |
2020
|
| |
9,019
|
| |
8,625
|
| |
—
|
| |
575
|
| |
600
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
423,845(2)
|
|
2019
|
| |
16,800
|
| |
18,000
|
| |
—
|
| |
1,200
|
| |
810
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
We provide Mr. Ard with an automobile owned by the Bank for both business and his personal use. The amounts presented reflect the aggregate incremental cost of this perquisite. We determine aggregate incremental cost by calculating the assumed annual lease value of the automobile, consistent with applicable Treasury Regulations, multiplied by the percentage of total use estimated to be attributable to Mr. Ard’s personal use of the automobile.
|
(2)
|
Includes the following amounts payable under the Holloway Separation Agreement: (i) cash transition payment of $26,250, (ii) cash severance payments totaling $315,000 (payable bi-monthly in 24 equal installments of $13,125), of which $170,625 was paid in 2020 and the remainder will be paid in 2021 subject to Mr. Holloway’s compliance with various covenants under the Holloway Separation Agreement, and (iii) the acceleration of the vesting of 3,000 shares of restricted stock and 2,000 RSUs valued at $82,150 in total, based on the closing sales price on June 22, 2020, Mr. Holloway’s separation date, of $16.43 per common stock share as reported on Nasdaq, and (iv) continued health insurance coverage costs of $445 for Mr. Holloway and his dependents.
|
Option Awards
|
| |
Stock Awards
|
||||||||||||||||||||||||
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
|
| |
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
|
| |
Option
Exercise
Price ($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of
Stock That
Have Not
Vested(2)
|
| |
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(3)
|
| |
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
|
| |
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)
|
DeVan D. Ard, Jr.
|
| |
5,000
|
| |
—
|
| |
—
|
| |
13.65
|
| |
07/23/25
|
| |
20,000
|
| |
372,400
|
| |
—
|
| |
—
|
|
2,000
|
| |
500
|
| |
—
|
| |
15.24
|
| |
07/26/26
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
1,800
|
| |
1,200
|
| |
—
|
| |
24.49
|
| |
07/31/27
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
1,800
|
| |
2,700
|
| |
—
|
| |
28.00
|
| |
07/24/28
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
1,100
|
| |
4,400
|
| |
—
|
| |
23.30
|
| |
07/23/29
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
Mark E. Ryman
|
| |
1,021
|
| |
—
|
| |
—
|
| |
7.34
|
| |
2/13/22
|
| |
9,000
|
| |
167,580
|
| |
|
| |
|
|
2,000
|
| |
—
|
| |
—
|
| |
13.65
|
| |
07/23/25
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
800
|
| |
200
|
| |
—
|
| |
15.24
|
| |
07/26/26
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
800
|
| |
1,200
|
| |
—
|
| |
28.00
|
| |
07/24/28
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
400
|
| |
1,600
|
| |
—
|
| |
23.30
|
| |
07/23/29
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
John R. Wilson
|
| |
4,000
|
| |
—
|
| |
—
|
| |
13.65
|
| |
07/23/25
|
| |
12,000
|
| |
223,440
|
| |
—
|
| |
—
|
|
1,600
|
| |
400
|
| |
—
|
| |
15.24
|
| |
07/26/26
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
600
|
| |
400
|
| |
—
|
| |
24.49
|
| |
07/31/27
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
1,200
|
| |
1,800
|
| |
—
|
| |
28.00
|
| |
07/24/28
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
|
600
|
| |
2,400
|
| |
—
|
| |
23.30
|
| |
07/23/29
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
Louis E. Holloway*
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
*
|
Mr. Holloway’s vested stock options expired, to the extent not exercised, three months following his retirement as Chief Operating Officer of Reliant Bancorp and Reliant Bank. Mr. Holloway’s 3,000 unvested shares of restricted stock and 2,000 unvested RSUs vested upon Mr. Holloway’s retirement in accordance with the Holloway Separation Agreement.
|
(1)
|
The table below details the vesting dates of unvested stock options held by the named executive officers at December 31, 2020.
|
(2)
|
The table below details the vesting dates of unvested shares of restricted stock and RSUs held by the named executive officers at December 31, 2020.
|
(3)
|
Based on the closing price for Reliant Bancorp common stock of $18.62 per share on December 31, 2020, which was the last trading day of the fiscal year.
|
Compensation Element
|
| |
Cash(1)
|
| |
Equity
|
Annual Retainer
|
| |
$30,000
|
| |
1,200 RSUs(2)
|
|
| |
Additional Compensation
|
|||
Lead Independent Director
|
| |
$11,500
|
| |
—
|
Committee Chair
|
| |
|
| |
|
Audit
|
| |
$12,000
|
| |
—
|
Compensation
|
| |
$4,500
|
| |
—
|
NCGC
|
| |
$4,500
|
| |
—
|
Executive
|
| |
$4,500
|
| |
—
|
Non-Chair Committee Member
|
| |
|
| |
|
Audit
|
| |
$6,000
|
| |
—
|
Compensation
|
| |
$3,000
|
| |
—
|
NCGC
|
| |
$3,000
|
| |
—
|
Executive
|
| |
$3,000
|
| |
—
|
(1)
|
Annualized cash fees.
|
(2)
|
On July 21, 2020, all then non-employee members of the Reliant Bancorp board were granted 1,200 RSUs (convertible into common stock on a one-for-one basis). Each award vests in full on the one-year anniversary of the date of grant.
|
Name(1)
|
| |
Fees
Earned
or Paid
in Cash
($)(2)
|
| |
Stock
Awards ($)
|
| |
Option
Awards
($)
|
| |
Non-Equity
Incentive Plan
Compensation
($)
|
| |
Nonqualified
Deferred
Compensation
Earnings ($)
|
| |
All Other
Compensation
($)
|
| |
Total
($)
|
Homayoun Aminmadani
|
| |
33,000
|
| |
17,772(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
50,772
|
Charles Trimble Beasley
|
| |
36,000
|
| |
17,772(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
53,772
|
Robert E. Daniel
|
| |
40,500
|
| |
17,772(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
58,272
|
William Ronald DeBerry
|
| |
33,000
|
| |
17,772(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
50,772
|
Sharon H. Edwards
|
| |
56,500
|
| |
17,772(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
74,272
|
Darrell S. Freeman, Sr.
|
| |
39,000
|
| |
17,772(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
56,772
|
James Gilbert Hodges
|
| |
33,000
|
| |
17,772(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
50,772
|
William Lawson Mabry(4)
|
| |
24,750
|
| |
17,772(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
42,522
|
Connie S. McGee
|
| |
36,000
|
| |
17,772(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
53,772
|
Linda E. Rebrovick
|
| |
33,000
|
| |
17,772(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
50,772
|
Ruskin A. Vest
|
| |
33,000
|
| |
17,772(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
50,772
|
Michael E. Wallace(4)
|
| |
27,000
|
| |
17,772(3)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
44,772
|
(1)
|
Employee-director DeVan D. Ard, Jr., our Chairman and Chief Executive Officer, is not separately compensated for his service on the boards of directors of Reliant Bancorp and Reliant Bank.
|
(2)
|
Pro rata fees were paid if a director served on the boards of directors of Reliant Bancorp and Reliant Bank for less than the entire year or if committee composition re-assignments occurred during the year.
|
(3)
|
On July 21, 2020, all then non-employee members of the Reliant Bancorp board were granted 1,200 RSUs (convertible into common stock on a one-for-one basis). Each award vests in full on the one-year anniversary of the date of grant. The compensation figures presented reflect a grant date fair value of $14.81 per share. No other stock awards were outstanding to non-employee directors as of December 31, 2020.
|
(4)
|
Messrs. Mabry and Wallace were appointed to the boards of directors of Reliant Bancorp and Reliant Bank on April 1, 2020, in connection with Reliant Bancorp’s acquisition of FABK.
|
Role
|
| |
Multiple of Annual Base Salary or
Annual Cash Retainer
|
Chief Executive Officer
|
| |
3x
|
Other Executive Officers
|
| |
2x
|
Non-Employee Directors
|
| |
5x
|
|
| |
Submitted by the Audit Committee of the Board of Directors:
|
|
| |
|
|
| |
|
|
| |
Sharon H. Edwards (Chairperson)
|
|
| |
Charles Trimble Beasley
|
|
| |
William Ronald DeBerry
|
|
| |
Connie S. McGee
|
|
| |
Michael E. Wallace
|
|
| |
2020
|
| |
2019
|
Audit Fees(1)
|
| |
$311,600
|
| |
$237,860
|
Audit Related Fees(2)
|
| |
16,700
|
| |
16,300
|
Tax Fees
|
| |
—
|
| |
—
|
All Other Fees
|
| |
—
|
| |
—
|
Total
|
| |
$328,300
|
| |
$254,160
|
(1)
|
Audit fees are for professional services for the audit of the Company’s financial statements included in its Annual Report on Form 10-K, for the review of the Company’s financial statements included in its Quarterly Reports on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements.
|
(2)
|
Audit-related fees are fees for audits of employee benefit plans, services rendered in connection with a required regulatory audit for the U.S. Department of Housing and Urban Development and fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements.
|