Definitive proxy statements

Pay vs Performance Disclosure

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
​
The information below describes the relationship between compensation actually paid to our CEO and other NEOs, and certain measures of financial performance, for the three years ended December 31, 2022, in accordance with Item 402(v) of Regulation S-K. Compensation actually paid, as determined under SEC requirements, does not necessarily reflect the actual amount of compensation earned by or paid to our NEOs during a covered year. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to the Compensation Discussion and Analysis.
​ ​
Year
​ ​
Summary
Compensation
Table Total
for CEO(1)
​ ​
Compensation
Actually Paid
to CEO(2)
​ ​
Average
Summary
Compensation
Table Total
for Non-CEO
NEOs(1)
​ ​
Average
Compensation
Actually paid
to Non-CEO
NEOs(3)
​ ​
Value of Initial Fixed $100
Investment Based On:
​ ​
Net Income(5)
(in thousands)
​ ​
Operating
Return on
Tangible
Common
Equity(6)
​ ​
​
Total
Shareholder
Return(4)
​ ​
Peer Group
Total
Shareholder
Return(4)
​
​ ​ 2022 ​ ​ ​ $ 3,326,195 ​ ​ ​ ​ $ 3,391,347 ​ ​ ​ ​ $ 1,202,480 ​ ​ ​ ​ $ 1,162,202 ​ ​ ​ ​ $ 103.35 ​ ​ ​ ​ $ 116.10 ​ ​ ​ ​ $ 234,510 ​ ​ ​ ​ ​ 16.84% ​ ​ ​
​ ​ 2021 ​ ​ ​ $ 3,193,289 ​ ​ ​ ​ $ 2,832,031 ​ ​ ​ ​ $ 1,228,964 ​ ​ ​ ​ $ 1,101,469 ​ ​ ​ ​ $ 106.14 ​ ​ ​ ​ $ 124.74 ​ ​ ​ ​ $ 263,917 ​ ​ ​ ​ ​ 18.47% ​ ​ ​
​ ​ 2020 ​ ​ ​ $ 2,894,770 ​ ​ ​ ​ $ 2,504,942 ​ ​ ​ ​ $ 1,057,012 ​ ​ ​ ​ $ 951,036 ​ ​ ​ ​ $ 91.10 ​ ​ ​ ​ $ 91.29 ​ ​ ​ ​ $ 158,228 ​ ​ ​ ​ ​ 12.49% ​ ​ ​
​
(1)
For each year in the above table, John C. Asbury was our CEO. During 2022, our other NEOs consisted of Robert M. Gorman, Maria P. Tedesco, David V. Ring, Shawn E. O’Brien and M. Dean Brown. For 2021 and 2020, our other NEOs were Mr. Gorman, Ms. Tedesco, Mr. Ring, and Mr. Brown.
​
(2)
This column represents the “compensation actually paid” to our CEO for each year, determined by starting with the amount set forth in the Summary Compensation Table (“SCT”) in the column entitled “Total Compensation” for the applicable year and adjusting that amount as follows:
​
​ ​
Adjustments to Determine Compensation “Actually Paid” to our CEO
​ ​
2022
​ ​
2021
​ ​
2020
​ ​
​ ​ (Subtracts) amounts reported in the “Stock Awards” column in the SCT ​ ​ ​ $ (1,381,053) ​ ​ ​ ​ $ (1,173,345) ​ ​ ​ ​ $ (1,069,929) ​ ​ ​
​ ​ Adds the fair value as of the end of the covered fiscal year of all equity awards granted during such year that are outstanding and unvested as of the end of such year ​ ​ ​ $ 1,175,501 ​ ​ ​ ​ $ 920,710 ​ ​ ​ ​ $ 1,094,820 ​ ​ ​
​ ​ Adds the change in fair value (whether positive or negative) as of the
end of the covered fiscal year of any equity awards granted in prior
fiscal year that are outstanding and unvested as of the end of the
covered fiscal year 		​ ​ ​ $ 125,942 ​ ​ ​ ​ $ (220,858) ​ ​ ​ ​ $ (370,653) ​ ​ ​
​ ​ Adds the change in fair value (whether positive or negative) as of the
vesting date of any awards granted in the prior fiscal year for which
all applicable vesting conditions were satisfied at the end of or during
the covered fiscal year 		​ ​ ​ $ 114,604 ​ ​ ​ ​ $ 112,235 ​ ​ ​ ​ $ (44,066) ​ ​ ​
​ ​ Adds the incremental fair value of awards modified during the year ​ ​ ​ $ 30,158 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​
​ ​
Total Adjustments
​ ​ ​ $ 65,152 ​ ​ ​ ​ $ (361,258) ​ ​ ​ ​ $ (389,828) ​ ​ ​
​
(3)
This column represents the average “compensation actually paid” to our non-CEO NEOs for each year, determined by starting with the amount set forth in the SCT in the column entitled “Total Compensation” for the applicable year (and taking the average of those amounts for the non-CEO NEOs) and adjusting that amount as follows:
​
​ ​
Adjustments to Determine Compensation “Actually Paid” for non-CEO NEOs
​ ​
2022
​ ​
2021
​ ​
2020
​ ​
​ ​ (Subtracts) amounts reported in the “Stock Awards” column in the SCT ​ ​ ​ $ (414,416) ​ ​ ​ ​ $ (455,030) ​ ​ ​ ​ $ (346,244) ​ ​ ​
​ ​ Adds the fair value as of the end of the covered fiscal year of all equity awards granted during such year that are outstanding and unvested as of the end of such year ​ ​ ​ $ 305,739 ​ ​ ​ ​ $ 374,869 ​ ​ ​ ​ $ 354,300 ​ ​ ​
​ ​ Adds the change in fair value (whether positive or negative) as of the end of the covered fiscal year of any equity awards granted in prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year ​ ​ ​ $ 34,011 ​ ​ ​ ​ $ (74,162) ​ ​ ​ ​ $ (98,219) ​ ​ ​
​ ​ Adds the change in fair value (whether positive or negative) as of the vesting date of any awards granted in the prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year ​ ​ ​ $ 25,338 ​ ​ ​ ​ $ 26,828 ​ ​ ​ ​ $ (15,813) ​ ​ ​
​ ​ Adds the incremental fair value of awards modified during the year ​ ​ ​ $ 9,050 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​
​ ​
Total Adjustments
​ ​ ​ $ (40,278) ​ ​ ​ ​ $ (127,495) ​ ​ ​ ​ $ (105,976) ​ ​ ​
​
(4)
These two columns show the total shareholder return, or TSR, assuming $100 was invested on December 31, 2019 in both the Company’s common stock and our selected peer group, the KBW NASDAQ Regional Banking Index, and assumes the reinvestment of all cash dividends prior to any tax effect and retention of all stock dividends. The selected peer group and associated TSR is the line-of-business index we used for purposes of Item 201(e) of Regulation S-K.
​
(5)
This column provides our net income for each year presented.
​
(6)
This column represents the financial performance measure that we believe is the most important measure (that is not otherwise disclosed in the table) that we use to align compensation actually paid to our NEOs in 2022 with our performance. Operating return on tangible common equity, or operating ROTCE, is a non-GAAP financial measure used in our MIP. For a description of how operating ROTCE is calculated, see “Compensation Discussion and Analysis—Short-Term Incentive Compensation—Incentive Award Payouts.”
   
Company Selected Measure Name Operating Return on Tangible Common Equity    
Named Executive Officers, Footnote [Text Block]
(1)
For each year in the above table, John C. Asbury was our CEO. During 2022, our other NEOs consisted of Robert M. Gorman, Maria P. Tedesco, David V. Ring, Shawn E. O’Brien and M. Dean Brown. For 2021 and 2020, our other NEOs were Mr. Gorman, Ms. Tedesco, Mr. Ring, and Mr. Brown.
   
Peer Group Issuers, Footnote [Text Block]
(4)
These two columns show the total shareholder return, or TSR, assuming $100 was invested on December 31, 2019 in both the Company’s common stock and our selected peer group, the KBW NASDAQ Regional Banking Index, and assumes the reinvestment of all cash dividends prior to any tax effect and retention of all stock dividends. The selected peer group and associated TSR is the line-of-business index we used for purposes of Item 201(e) of Regulation S-K.
   
PEO Total Compensation Amount $ 3,326,195 $ 3,193,289 $ 2,894,770
PEO Actually Paid Compensation Amount $ 3,391,347 2,832,031 2,504,942
Adjustment To PEO Compensation, Footnote [Text Block]
(2)
This column represents the “compensation actually paid” to our CEO for each year, determined by starting with the amount set forth in the Summary Compensation Table (“SCT”) in the column entitled “Total Compensation” for the applicable year and adjusting that amount as follows:
​
​ ​
Adjustments to Determine Compensation “Actually Paid” to our CEO
​ ​
2022
​ ​
2021
​ ​
2020
​ ​
​ ​ (Subtracts) amounts reported in the “Stock Awards” column in the SCT ​ ​ ​ $ (1,381,053) ​ ​ ​ ​ $ (1,173,345) ​ ​ ​ ​ $ (1,069,929) ​ ​ ​
​ ​ Adds the fair value as of the end of the covered fiscal year of all equity awards granted during such year that are outstanding and unvested as of the end of such year ​ ​ ​ $ 1,175,501 ​ ​ ​ ​ $ 920,710 ​ ​ ​ ​ $ 1,094,820 ​ ​ ​
​ ​ Adds the change in fair value (whether positive or negative) as of the
end of the covered fiscal year of any equity awards granted in prior
fiscal year that are outstanding and unvested as of the end of the
covered fiscal year 		​ ​ ​ $ 125,942 ​ ​ ​ ​ $ (220,858) ​ ​ ​ ​ $ (370,653) ​ ​ ​
​ ​ Adds the change in fair value (whether positive or negative) as of the
vesting date of any awards granted in the prior fiscal year for which
all applicable vesting conditions were satisfied at the end of or during
the covered fiscal year 		​ ​ ​ $ 114,604 ​ ​ ​ ​ $ 112,235 ​ ​ ​ ​ $ (44,066) ​ ​ ​
​ ​ Adds the incremental fair value of awards modified during the year ​ ​ ​ $ 30,158 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​
​ ​
Total Adjustments
​ ​ ​ $ 65,152 ​ ​ ​ ​ $ (361,258) ​ ​ ​ ​ $ (389,828) ​ ​ ​
   
Non-PEO NEO Average Total Compensation Amount $ 1,202,480 1,228,964 1,057,012
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,162,202 1,101,469 951,036
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(3)
This column represents the average “compensation actually paid” to our non-CEO NEOs for each year, determined by starting with the amount set forth in the SCT in the column entitled “Total Compensation” for the applicable year (and taking the average of those amounts for the non-CEO NEOs) and adjusting that amount as follows:
​
​ ​
Adjustments to Determine Compensation “Actually Paid” for non-CEO NEOs
​ ​
2022
​ ​
2021
​ ​
2020
​ ​
​ ​ (Subtracts) amounts reported in the “Stock Awards” column in the SCT ​ ​ ​ $ (414,416) ​ ​ ​ ​ $ (455,030) ​ ​ ​ ​ $ (346,244) ​ ​ ​
​ ​ Adds the fair value as of the end of the covered fiscal year of all equity awards granted during such year that are outstanding and unvested as of the end of such year ​ ​ ​ $ 305,739 ​ ​ ​ ​ $ 374,869 ​ ​ ​ ​ $ 354,300 ​ ​ ​
​ ​ Adds the change in fair value (whether positive or negative) as of the end of the covered fiscal year of any equity awards granted in prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year ​ ​ ​ $ 34,011 ​ ​ ​ ​ $ (74,162) ​ ​ ​ ​ $ (98,219) ​ ​ ​
​ ​ Adds the change in fair value (whether positive or negative) as of the vesting date of any awards granted in the prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year ​ ​ ​ $ 25,338 ​ ​ ​ ​ $ 26,828 ​ ​ ​ ​ $ (15,813) ​ ​ ​
​ ​ Adds the incremental fair value of awards modified during the year ​ ​ ​ $ 9,050 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​
​ ​
Total Adjustments
​ ​ ​ $ (40,278) ​ ​ ​ ​ $ (127,495) ​ ​ ​ ​ $ (105,976) ​ ​ ​
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Relationship Between Compensation Actually Paid and Our TSR
The graph below shows the relationship between the compensation actually paid to our CEO and the average compensation actually paid to our non-CEO NEOs and our TSR.
[MISSING IMAGE: lc_paidtsr-4c.jpg]
   
Compensation Actually Paid vs. Net Income [Text Block]
Relationship Between Compensation Actually Paid and Our Net Income
The graph below shows the relationship between the compensation actually paid to our CEO and the average compensation actually paid to our non-CEO NEOs and our net income.
[MISSING IMAGE: lc_paidincome-4c.jpg]
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]
Relationship Between Compensation Actually Paid and the Our Operating ROTCE
The graph below shows the relationship between the compensation actually paid to our CEO and the average compensation actually paid to our non-CEO NEOs and our Operating ROTCE.
[MISSING IMAGE: lc_paidrotce-4c.jpg]
   
Total Shareholder Return Vs Peer Group [Text Block]
Relationship Between Our TSR and the Peer Group TSR
The graph below shows the relationship between our TSR and our Peer Group TSR, which is the KBW NASDAQ Regional Banking Index.
[MISSING IMAGE: lc_tsr-4c.jpg]
   
Tabular List [Table Text Block]
Tabular List of Financial Performance Measures
We consider the following to be the most important financial performance measures used to link compensation actually paid to our NEOs, for 2022, to Company performance. The role of each of these performance measures on our NEOs’ compensation is discussed in the Compensation Discussion and Analysis above.
​ ​
Performance Measures
​ ​
​ ​ Operating ROTCE ​ ​
​ ​ Net Operating Income ​ ​
​ ​ Operating Efficiency Ratio ​ ​
​ ​ Operating ROA ​ ​
​ ​ Total Shareholder Return Relative to the KBW NASDAQ Regional Banking Index ​ ​
   
Total Shareholder Return Amount $ 103.35 106.14 91.1
Peer Group Total Shareholder Return Amount 116.1 124.74 91.29
Net Income (Loss) $ 234,510,000 $ 263,917,000 $ 158,228,000
Company Selected Measure Amount 16.84 18.47 12.49
PEO Name John C. Asbury John C. Asbury John C. Asbury
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Operating ROTCE    
Non-GAAP Measure Description [Text Block]
(6)
This column represents the financial performance measure that we believe is the most important measure (that is not otherwise disclosed in the table) that we use to align compensation actually paid to our NEOs in 2022 with our performance. Operating return on tangible common equity, or operating ROTCE, is a non-GAAP financial measure used in our MIP. For a description of how operating ROTCE is calculated, see “Compensation Discussion and Analysis—Short-Term Incentive Compensation—Incentive Award Payouts.”
   
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Net Operating Income    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Operating Efficiency Ratio    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Operating ROA    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name Total Shareholder Return Relative to the KBW NASDAQ Regional Banking Index    
PEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 65,152 $ (361,258) $ (389,828)
PEO [Member] | Stock Awards Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,381,053) (1,173,345) (1,069,929)
PEO [Member] | Fair Value As Of The End Of The Covered Fiscal Year Of All Equity Awards Granted During Such Year That Are Outstanding And Unvested As Of The End Of Such Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,175,501 920,710 1,094,820
PEO [Member] | Change In Fair Value (Whether Positive Or Negative) As Of The End Of The Covered Fiscal Year Of Any Equity Awards Granted In Prior Fiscal Year That Are Outstanding And Unvested As Of The End Of The Covered Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 125,942 (220,858) (370,653)
PEO [Member] | Change In Fair Value (Whether Positive Or Negative) As Of The Vesting Date Of Any Awards Granted In The Prior Fiscal Year For Which All Applicable Vesting Conditions Were Satisfied At The End Of Or During The Covered Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 114,604 112,235 (44,066)
PEO [Member] | Incremental Fair Value Of Awards Modified During The Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 30,158 0 0
Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (40,278) (127,495) (105,976)
Non-PEO NEO [Member] | Stock Awards Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (414,416) (455,030) (346,244)
Non-PEO NEO [Member] | Fair Value As Of The End Of The Covered Fiscal Year Of All Equity Awards Granted During Such Year That Are Outstanding And Unvested As Of The End Of Such Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 305,739 374,869 354,300
Non-PEO NEO [Member] | Change In Fair Value (Whether Positive Or Negative) As Of The End Of The Covered Fiscal Year Of Any Equity Awards Granted In Prior Fiscal Year That Are Outstanding And Unvested As Of The End Of The Covered Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 34,011 (74,162) (98,219)
Non-PEO NEO [Member] | Change In Fair Value (Whether Positive Or Negative) As Of The Vesting Date Of Any Awards Granted In The Prior Fiscal Year For Which All Applicable Vesting Conditions Were Satisfied At The End Of Or During The Covered Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 25,338 26,828 (15,813)
Non-PEO NEO [Member] | Incremental Fair Value Of Awards Modified During The Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 9,050 $ 0 $ 0