UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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☐ | Soliciting Material under Rule 14a-12 |
IBERIABANK CORPORATION
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
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April 9, 2018
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of IBERIABANK Corporation to be held at the Windsor Court Hotel, 300 Gravier Street, New Orleans, Louisiana, on Wednesday, May 9, 2018, at 4:00 p.m., Central Time.
The matters to be considered by shareholders at the Annual Meeting are described in the accompanying materials. Also enclosed is an Annual Report to Shareholders for 2017. Directors, officers, and other associates of the Company, as well as representatives of the Companys independent registered public accounting firm, will be present to respond to any questions shareholders may have.
The Board of Directors welcomes and appreciates the interest of all our shareholders in the Companys affairs and encourages those entitled to vote at the Annual Meeting to take the time to do so. We hope you will attend the Annual Meeting. Whether or not you expect to attend, please vote your shares by signing, dating, and promptly returning the enclosed proxy card in the accompanying postage-paid envelope, by telephone using the toll-free telephone number printed on the proxy card, or by voting on the Internet using the instructions printed on the proxy card. This will ensure that your shares are represented at the Annual Meeting.
Even though you execute this proxy, vote by telephone or vote via the Internet, you may revoke your proxy at any time before it is exercised by giving written notice of revocation to the Secretary of the Company, by executing and delivering a later-dated proxy (either in writing, telephonically or via the Internet), or by voting in person at the Annual Meeting. If you attend the Annual Meeting, you will be able to vote in person if you wish to do so, even if you have previously returned your proxy card, voted by telephone or via the Internet.
Your vote is important to us. We appreciate your prompt attention to this matter and your continued support of and interest in IBERIABANK Corporation.
Sincerely,
Daryl G. Byrd
President and Chief Executive Officer
Phone 337-521-4012 FAX 337-521-4021 200 West Congress Street Post Office Box 52747 Lafayette, LA 70505-2747
IBERIABANK CORPORATION
200 WEST CONGRESS STREET
LAFAYETTE, LOUISIANA 70501
Notice of Annual Meeting of Shareholders
to be Held on May 9, 2018
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of IBERIABANK Corporation will be held at the Windsor Court Hotel, 300 Gravier Street, New Orleans, Louisiana, on Wednesday, May 9, 2018, at 4:00 p.m., Central Time, for the purpose of considering and acting on the following:
1. | Election of four directors, each for a three-year term expiring in 2021; |
2. | Ratification of the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2018; |
3. | Approval, on an advisory basis, of the compensation of the Named Executive Officers; and |
4. | Such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Only shareholders of record at the close of business on March 21, 2018, are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.
By Order of the Board of Directors
Robert B. Worley, Jr.
Secretary
Lafayette, Louisiana
April 9, 2018
Important Notice Regarding the Availability of Proxy Materials for the
2018 Annual Meeting of Shareholders to be held on May 9, 2018
This Notice and Proxy Statement, the Companys 2017 Annual Report to Shareholders and the Companys
Annual Report on Form 10-K for the year ended December 31, 2017 are available electronically at
http://www.iberiabank.com/globalassets/proxy-2018.pdf
Whether or not you expect to attend the Annual Meeting, please vote by Internet or telephone, or complete the enclosed proxy and return promptly in the postagepaid envelope provided. If you vote by Internet or telephone, use the instructions on the enclosed proxy card. If you attend the Annual Meeting, you may vote either in person or by proxy. Any proxy previously executed may be revoked by you in writing or in person at any time prior to its exercise.
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2018 Proxy Statement i |
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IBERIABANK Corporation
200 West Congress Street
Lafayette, Louisiana 70501
Annual Meeting of Shareholders
May 9, 2018
Introduction
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2018 Proxy Statement 1 |
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Introduction
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2018 Proxy Statement 3 |
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Questions and Answers
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2018 Proxy Statement 5 |
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Questions and Answers
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2018 Proxy Statement |
Questions and Answers
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2018 Proxy Statement 7 |
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Nominees for Terms to Expire in 2021
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2018 Proxy Statement |
Directors Whose Terms Expire in 2019
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2018 Proxy Statement |
Directors Whose Terms Expire in 2020
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2018 Proxy Statement |
Corporate Governance
Board of Directors Independence
Shareholder Communications
Codes of Ethics
Preferred Stock Issuance Representation
Corporate Governance Guidelines
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2018 Proxy Statement |
Corporate Governance
Diversity and Inclusion
Set forth below is our Mission Statement, which has remained constant since we adopted it 19 years ago. It has served as the guiding principles of discipline, safety, and performance as we face challenges and opportunities:
MISSION STATEMENT
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2018 Proxy Statement 17 |
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Stock Ownership of Certain Beneficial Owners and Management
The following tables include certain information as to the common stock beneficially owned by:
| persons or entities, including any group as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, who or which was known to us to be the beneficial owner of more than 5% of our common stock; |
| our directors; |
| our Named Executive Officers identified in the Summary Compensation Table elsewhere herein; and |
| all of our directors and executive officers as a group. |
Common Stock Beneficially Owned as of December 31, 2017 |
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Name and Address of Beneficial Owner
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Amount
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Percentage
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The Vanguard Group, Inc.(1)
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4,418,753 |
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8.20% |
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BlackRock, Inc.(2)
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3,474,613 |
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6.40% |
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(1) | As reported on Schedule 13G/A, dated as of February 7, 2018, and filed with the SEC on February 9, 2018, The Vanguard Group, Inc., a Pennsylvania corporation, has sole voting power with respect to 56,443 shares, sole dispositive power with respect to 4,361,706 shares, shared voting power with respect to 4,857 shares and shared dispositive power with respect to 57,047 shares. Vanguard Fiduciary Trust Company and Vanguard Investments Australian, LTD, each a wholly owned subsidiary of The Vanguard Group, are the beneficial owners of 52,190 shares and 9,110 shares, respectively, as a result of serving as investment managers of collective trust accounts and Australian investment offerings, respectively. |
(2) | As reported on Schedule 13G/A, dated as of January 24, 2018 and filed with the SEC on January 25, 2018, BlackRock, Inc., a Delaware corporation, has sole voting power with respect to 3,366,546 shares and sole dispositive power with respect to 3,474,613 shares. |
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2018 Proxy Statement |
Stock Ownership of Certain Beneficial Owners and Management
Common Stock Beneficially Owned as of Record Date (1)(2)(3)(4) |
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Amount |
Percentage |
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Directors: |
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Elaine D. Abell
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56,907
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(5)
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*
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Harry V. Barton, Jr.
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35,936
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(6)
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*
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Ernest P. Breaux, Jr.
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27,647
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*
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Daryl G. Byrd
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431,442
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(5)(7)
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*
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John N. Casbon
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14,923
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*
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Angus R. Cooper, II
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45,600
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*
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William H. Fenstermaker
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68,190
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(5)(8)
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*
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John E. Koerner, III
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10,100
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(9)
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*
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Rick E. Maples
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2,400
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*
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E. Stewart Shea, III
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82,298
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(5)(10)
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*
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David H. Welch
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12,876
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*
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Named Executive Officers who are not directors: |
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Anthony J. Restel
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95,568
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(7)
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*
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Michael J. Brown
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177,691
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(7)
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*
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Fernando Perez-Hickman
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45,734
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*
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Elizabeth A. Ardoin
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57,351
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(7)
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*
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All directors and executive officers as a group (23 persons)
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1,374,758
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2.53%
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* | Represents less than 1% of the outstanding common stock. |
(1) | Unless otherwise indicated, shares are held with sole voting and dispositive power. |
(2) | Includes shares of common stock owned directly by directors and executive officers, as well as shares held by their spouses, minor children, companies and trusts of which they are trustees. Also includes shares held under a power of attorney. |
(3) | Includes all shares that may be acquired upon the exercise of stock options, including those vesting within 60 days of the record date: 178,235 shares by Mr. Byrd; 30,491 shares by Mr. Restel; 67,789 shares by Mr. Brown; 26,101 shares by Ms. Ardoin; and 399,109 shares by all directors and executive officers as a group. |
(4) | Includes unvested restricted shares that may be voted by the following persons: 53,768 shares by Mr. Byrd; 25,222 shares by Mr. Restel; 26,184 shares by Mr. Brown; 45,734 shares by Mr. Perez-Hickman; 18,046 shares by Ms. Ardoin; and 231,751 shares by all directors and executive officers as a group. |
(5) | Includes the following shares of common stock pledged as security for loans from unaffiliated parties: 155,838 shares by Mr. Byrd; 11,259 shares by Ms. Abell; 22,339 shares by Mr. Fenstermaker; and 13,179 shares by Mr. Shea. |
(6) | Includes 3,565 shares held by a trust of which Mr. Barton is a trustee. |
(7) | Includes the following shares of common stock allocated to participants in the Retirement Savings Plan as of March 21, 2018: 12,821 shares by Mr. Byrd; 3,429 shares by Mr. Restel; 4,200 shares by Mr. Brown; 54 shares by Ms. Ardoin; and 20,505 shares by all executive officers as a group. |
(8) | Includes 22,500 shares held by C.H. Fenstermaker and Associates, LLC and 2,448 shares held by the William Fenstermaker Childrens Trust. |
(9) | Includes 3,500 shares held by Koerner Capital, LLC. |
(10) | Includes 66,669 shares held through the E. Stewart Shea III Delaware Trust and the E. Stewart Shea III Family LLC; as Managing Member of the LLC, Mr. Shea exercises voting and dispositive authority of those shares. |
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2018 Proxy Statement 19 |
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Stock Ownership of Certain Beneficial Owners and Management
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2018 Proxy Statement |
Committees of the Board of Directors
Nominating and Corporate Governance Committee
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2018 Proxy Statement 23 |
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Committees of the Board of Directors
Compensation Committee
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2018 Proxy Statement |
Committees of the Board of Directors
Board Risk Committee
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2018 Proxy Statement 25 |
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Committees of the Board of Directors
Committee Interaction
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2018 Proxy Statement |
Proposal IIRatification of Appointment of Independent Registered Public Accounting Firm
Audit Fees and Other Matters
The following table discloses the aggregate fees for professional services performed by Ernst & Young LLP in fiscal years 2017 and 2016.
Fee Category
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Fiscal Year 2017
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% of Total
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Fiscal Year 2016
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% of Total
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Audit Fees(1)
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$
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2,522,330
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88.3
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%
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$
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2,402,576
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82.6%
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Audit-related Fees(1)
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100,000
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3.5
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%
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40,000
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1.4%
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Tax Fees
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234,279
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8.2
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%
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251,504
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8.6%
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All Other Fees(1)
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%
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214,116
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7.4%
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Total Fees
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$
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2,856,609
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100
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%
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$
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2,908,196
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100%
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(1) | Fees include reimbursement of expenses incurred. |
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2018 Proxy Statement 27 |
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Proposal IIRatification of Appointment of Independent Registered Public Accounting Firm
Pre-approval Policy
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE COMPANYS SHAREHOLDERS VOTE FOR RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY.
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2018 Proxy Statement |
The Audit Committee of the Board of Directors is composed of four non-employee directors. The Board has made a determination that the members of the Audit Committee satisfy the listing standards of NASDAQ as to independence, financial literacy and experience. The responsibilities of the Audit Committee are set forth in the Charter of the Audit Committee, as adopted by the Board of Directors of the Company. This is a report on the Committees activities relating to fiscal year 2017.
The Audit Committee oversees the Companys financial reporting process on behalf of the Board of Directors. Management has primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements for fiscal year 2017 with the Companys management, including a discussion of the quality, not just the acceptability, of the accounting principles, underlying estimates and significant judgments used in the financial statements. Management has the responsibility for the preparation of the Companys financial statements. Management represented to the Audit Committee that the financial statements were prepared in accordance with generally accepted accounting principles.
The Audit Committee reviewed the audited financial statements with the independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of those statements with generally accepted accounting principles, and discussed with the independent registered public accounting firm their judgments as to the quality, not just the acceptability, of the Companys accounting principles. The Audit Committee also discussed with the independent accounting firm the matters required to be discussed by Statement on Auditing Standards No. 114, The Auditors Communication With Those Charged With Governance, as currently in effect.
The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by Rule 3526, Communication with Audit Committee Concerning Independence, of the Public Company Accounting Oversight Board, as currently in effect, and the Audit Committee has discussed with the independent registered public accounting firm its independence.
The Audit Committee also considered the compatibility of non-audit services with the independent registered public accounting firms independence. In assessing requests for services by the independent registered public accounting firm, the Audit Committee considers whether the independent registered public accounting firm is likely to provide the most effective and efficient services based upon their familiarity with the Company, and whether the services could enhance the Companys ability to manage or control risk or improve audit quality.
The Audit Committee discussed with the Companys internal auditors and the independent registered public accounting firm the overall scope and plans for their respective audits. The Committee met with the internal auditors and the independent registered public accounting firm, with and without management present, to discuss the results of their audits, their evaluations of the Companys systems of internal controls and the overall quality and adequacy of the Companys financial reporting. The Audit Committee discussed with management, the internal auditors and the independent registered public accounting firm the internal audit functions organization, responsibilities, budget and staffing. Both the internal auditors and independent registered public accounting firm have unrestricted access to the Audit Committee. The Audit Committee held nine meetings during fiscal year 2017.
The Audit Committee received reports throughout the year on the Companys internal controls for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the rules promulgated there under. The Audit Committee will continue to obtain updates by management on the process and has reviewed managements and the independent registered auditors evaluation of the Companys system of internal controls included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Securities and Exchange Commission (SEC).
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2018 Proxy Statement 29 |
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Report of the Audit Committee
The Audit Committee, or its Chairman, met with, or held telephonic discussions with, the independent registered public accounting firm and management prior to the release of the Companys quarterly and annual financial information or the filing of any such information with the SEC. In reliance on the reviews and discussions referred to above, the Audit Committee also recommended that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2017, for filing with the SEC. Subject to shareholder ratification, the Audit Committee currently intends to appoint the independent registered public accounting firm Ernst & Young LLP for the fiscal year ending December 31, 2018.
THE AUDIT COMMITTEE:
Harry V. Barton, Jr., Chairman
John E. Koerner, III
Rick E. Maples
David H. Welch
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2018 Proxy Statement |
Compensation Discussion and Analysis
References to the Company, we, our or us in this Compensation Discussion and Analysis means IBERIABANK Corporation and its subsidiaries, unless the context requires otherwise.
This Compensation Discussion and Analysis (CD&A) section explains the 2017 compensation program for the Companys Named Executive Officers, or NEOs, whose compensation information is provided in the tables following this discussion, and how those decisions reflect the achievements of the Companys 2017 performance and strategic objectives. The Companys 2017 NEOs are listed below:
Daryl G. Byrd
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President and Chief Executive Officer (CEO)
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Anthony J. Restel
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Vice Chairman and Chief Financial Officer
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Fernando Perez-Hickman
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Vice Chairman and Director of Corporate Strategy
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Michael J. Brown
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Vice Chairman and Chief Operating Officer
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Elizabeth A. Ardoin
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Senior Executive Vice President and Director of Communications, Corporate Real Estate and Human Resources
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Executive Summary
The Companys executive compensation programs have evolved over the past several years culminating in significant changes for 2017 reflective of shareholder feedback. The Companys executive compensation programs are designed to encourage our executives to execute on the Companys short and long-term financial goals and to align our executives interests with those of our shareholders. The discussion below describes the Companys recent business performance and demonstrates the linkage between 2017 performance and pay outcomes. Additionally, except for Ms. Ardoin, base salaries in 2018 for NEOs, including the CEO, were not increased and will remain at 2017 levels.
Business Highlights
We are pleased to share with you some highlights of the Companys performance at and for the year ended December 31, 2017:
| Acquired, converted, and assimilated Sabadell United adding $4.0 billion in loans and $4.4 billion in deposits. |
| Net income available to common shareholders totaled $133.3 million, or $2.59 diluted EPS, down from $178.8 million, or $4.30 diluted EPS, in prior year. |
| Results in 2017 were significantly impacted by the acquisition of Sabadell United, which included $41.0 million in merger-related costs, and the estimated net impact of the 2017 Tax Cuts and Jobs Act, which increased income tax expense by $51.0 million. |
| Non-GAAP core EPS, which excludes merger-related costs, the impact of the tax reform, and other one-time items, was $4.47 compared to $4.43 in prior year. |
| Returned $76.6 million, or 57%, of net income available to common shareholders through dividends. |
| Experienced a 26% positive total shareholder return ratio (TSR) for the three-year period ended December 31, 2017, which includes share price appreciation and dividends paid on our common stock. |
| Net interest income increased 25% to $808.8 million, primarily as a result of increases in average earning assets and higher loan yields. |
| Net interest margin on a taxable equivalent basis increased 8 basis points to 3.64%. |
| Non-interest income decreased 10% to $211.0 million, primarily due to a decrease in mortgage income. |
| Non-interest expense increased 19% to $675.9 million, largely due to merger and compensation-related expenses related to the Sabadell United acquisition and the settlement of the U.S. Department of Housing and Urban Development (HUD) lawsuit. |
| Average total loans increased by $2.5 billion, or 17%, to $17.2 billion. |
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2018 Proxy Statement |
Compensation Discussion and Analysis
| Average total deposits increased by $2.7 billion, or 17%, to $19.0 billion. |
| Average total non-interest-bearing deposits increased by $857.9 million, or 19%. |
| Asset quality improved as non-performing loans to total loans decreased to 0.76%, down from 1.53% in prior year. |
| Tangible book value per common share decreased by 7% to $42.56. |
| Maintained a tangible common equity ratio of 8.61%. |
| Shareholders equity increased $757.1 million, or 26%, primarily driven by the issuance of 6.1 million shares of common stock in March of 2017 and the issuance of 2.6 million shares of common stock to Banco Sabadell as part of consideration for the Sabadell United acquisition. |
| Announced in October 2017 an agreement to acquire Gibraltar Private Bank & Trust Company (Gibraltar). The Company has received all necessary regulatory and shareholder approvals and closed the transaction and converted branch and operating systems at the end of March 2018. |
2017 Relative Performance Snapshot
For purposes of these charts, peer average is the average of the relevant metric for the Companys peer group. The peer group is listed in the Competitive Benchmarking section of this CD&A. As discussed in the Introduction to this Proxy Statement, the Companys 2017 performance was significantly impacted by the acquisition of Sabadell United and the enactment of the Tax Act. Merger-related expenses and the provisional impact of the Tax Act reduced EPS by $0.55 and $0.99, respectively, in 2017. Balance sheet growth in 2017 was primarily acquisition-related.
Source: SNL Financial LC
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2018 Proxy Statement 33 |
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Compensation Discussion and Analysis
Summary of 2017 Compensation Actions
Executive Compensation Program Overview
Significant changes were made to the executive compensation program in 2016. The shareholder advisory vote on the compensation of our NEOs (commonly known as Say-on-Pay) at our 2017 Annual Meeting of Shareholders, at which 98% of the common shares voted, approved our executive compensation program, clearly demonstrated approval of those changes and reaffirmed to us the alignment between our shareholders and executive compensation program.
A summary of the key changes made in 2016 that carried into 2017 include:
Desired Principle/ |
Key Changes | |
Alignment between performance results and executive pay
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Overall Compensation Levels: ✓ 2017 annual incentive performance payouts were 101.26% of target for our NEOs, demonstrating alignment between the Companys performance results and executive pay outcomes | |
Improve transparency and strengthen alignment with financial results and annual incentive award payouts | Annual Incentives: ✓ Additional progress was made around performance metric selection, design clarity and goal setting.
* Three performance goals were selected to align incentives with key financial measures.
One earnings measure constitutes 50% weight while two credit measures comprise the remaining 50% of the annual incentive opportunity. These metrics were chosen to balance the need to measure profitable growth with credit quality.
In the first quarter of 2017, the Committee approved a specific performance range for each measure, including Threshold, Target and Maximum performance goals.
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2018 Proxy Statement |
Compensation Discussion and Analysis
More emphasis on long-term focused performance metrics to encourage long-term value creation | Long-Term Incentives (LTI): ✓ LTI was allocated between three vehicles with the greatest weight on long-term, performance based incentives:
* Performance-Based RSUs weighting was 60%;
* Stock option weighting was 10%; and
* Restricted stock weighting was 30%. |
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The table below demonstrates the Companys strong commitment to ensuring long-term compensation opportunities for senior executives, including NEOs, are aligned with long-term performance and shareholder interests.
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Align financial interests between NEOs and shareholders | Stock Ownership: ✓ For 2017, the CEOs stock ownership requirement remained at 5x his base salary.
✓ Other NEOs have had their stock ownership requirements remain at 3x base salary.
✓ All NEOs, including the CEO, are currently in compliance with the new stock ownership requirements. |
The significant changes made to our executive compensation programs in 2016 carried forward to 2017 and were very well received by our shareholders as evidenced by overwhelming support of our 2017 Say-on-Pay vote (98% favorable support). Our Compensation Committee believes that these voting results reflect our shareholders support for the structural changes made to, and the current direction of, our executive compensation program, and affirm alignment of our program with shareholder interests. We continue to maintain an open and active dialogue with our shareholders and advisors to identify ways to further refine and improve our executive compensation program, and the Committee believes our current program adequately and effectively addresses shareholder concerns, promotes the Companys business strategies and aligns pay with performance and shareholder value.
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2018 Proxy Statement 35 |
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Compensation Discussion and Analysis
Key Features of Our Executive Compensation Program
WHAT WE DO
WHAT WE DONT DO
PAY FOR PERFORMANCE PHILOSOPHY
Philosophy and Objectives of Our Executive Compensation Program
The Compensation Committees general philosophy is that all elements of target compensation (e.g., base salary, target annual incentive award opportunity, and target long-term incentive award opportunity) should be based on competitive market data, with incentive compensation targeted at the median of similarly situated executives among our peer group or other relevant industry benchmarks. The competitive positioning of target compensation levels for individuals may vary above or below the median based on individual, executive-specific factors such as tenure, experience, and proficiency in role or criticality to the Company. The Compensation Committees objective is to provide a program that:
| Attracts and retains high performing executives; |
| Has a significant portion of pay tied to business performance; |
| Aligns compensation with shareholder interests, while rewarding long-term value creation; |
| Discourages excessive risk-taking by rewarding both short-term and long-term performance; |
| Reinforces high ethical conduct; and |
| Maintains flexibility to respond to industry dynamics. |
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2018 Proxy Statement |
Compensation Discussion and Analysis
Unlike target compensation levels, which are set by the Compensation Committee near the beginning of the year, actual compensation is a function of our operational, financial, and stock price performance, as reflected through annual incentive payouts and the value of all long-term incentive awards at vesting. These factors may be considered in decisions to increase or decrease compensation materially. Actual compensation is intended to vary above or below target levels commensurate with our performance. Although not applied to any NEO in 2017, discretion can be exercised by the Committee to award compensation absent attainment of the relevant performance goals or to reduce or increase the size of any award or payment.
Compensation Mix
Our strategy for compensating our NEOs and other associates has been based on programs that emphasize performance-based variable compensation. During 2017, the Compensation Committee approved the following incentive plan designs for our NEOs, which included:
| Annual Incentive Awards: a transparent and formulaic plan, rewarding achievement of profitable growth and credit quality. |
| Long-Term Incentive Awards: granted three types of equity based awards that in combination balance alignment with shareholder interest (stock options), retention (restricted stock) and long-term performance accountability (performance shares). |
The Companys emphasis on performance-based compensation is best illustrated by the mix of 2017 compensation for NEOs which was as follows:
This illustrates that the majority of our NEOs total direct compensation package is variable pay. Furthermore, it also shows our emphasis on long-term incentive compensation over short-term (annual) incentive compensation.
DECISION MAKING PROCESS
Role of Compensation Committee
The Compensation Committee administers the Companys compensation program for the President and CEO and other NEOs. The Compensation Committees authority and responsibilities are set forth in its charter and include, but are not limited to:
| Reviewing and approving the compensation for the President and CEO, and other executives; |
| Selecting and approving the performance metrics and goals for all executive officer compensation programs and evaluating performance at the end of each performance period; and |
| Approving annual incentive award and long-term incentive award opportunities. |
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2018 Proxy Statement 37 |
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Compensation Discussion and Analysis
In making compensation decisions, the Compensation Committee uses multiple resources and tools, including the services of its independent compensation advisor.
Role of Executive Officers
Authority and responsibilities of executive officers in determining executive compensation are also set forth in the Compensation Committee charter including, but not limited to:
| The CEO and other members of management will consult, as necessary and appropriate, with the Committee. |
| To the extent appropriate, the Committee may delegate to the CEO power to create, terminate or amend Company plans. |
| The CEO may recommend to the Committee compensation arrangements for senior officers and other key associates. |
| Appropriate management will consult with the Committee regarding regulatory compliance with respect to compensation matters, including preparation of this CD&A. |
Compensation Decisions for the Named Executive Officers
Individual compensation decisions (base salary adjustments and incentive awards) for all NEOs are based upon core performance, achievement of strategic initiatives and individual performance. The Committee, in its sole discretion, determines any salary adjustments and approves the annual and long-term incentive awards for the President and CEO.
Independent Compensation Consultant
The Compensation Committee has retained FW Cook as its independent consultant reporting directly to the Compensation Committee.
In its role as the Committees independent advisor, FW Cook attends most Committee meetings and advises on matters including compensation program design, competitive benchmarking and relative pay for performance. FW Cook also provides market data, analysis and advice regarding compensation of our NEOs and other executive officers. FW Cook does not provide any services to the Company other than executive compensation consulting services to the Committee.
Competitive Benchmarking
Annually, the Compensation Committee reviews competitive data for comparable executive positions in the market. External market data is used by the Compensation Committee as a point of reference in its executive pay decisions in conjunction with financial and individual performance data.
The Committee also considers analysis from a comprehensive total compensation study, which delineates each compensation element for NEOs, competitive benchmarking, and other analysis, as further described below.
Individual
|
Company Performance |
Intangibles | ||||||||||||
| NEOs contributions to the development and execution of our business plans and strategies (including contributions that are expected to provide substantial benefit to the Company in future periods) |
| Overall financial performance of the Company, including balance sheet growth (assets), core return on tangible common equity, core earnings per share, credit related metrics and relative total shareholder return |
| Demonstrated commitment to the Companys core values: | |||||||||
|
* * * * * |
|
Leadership ability; Teamwork; Client focus; Shareholder focus; and Ability to attract, retain and develop talent. | |||||||||||
| Performance of the NEOs department or functional unit |
|||||||||||||
| Level of responsibility |
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2018 Proxy Statement |
Compensation Discussion and Analysis
During 2017, the Compensation Committee worked with the Committees independent compensation consultants to review and define an appropriate peer group of publicly traded commercial bank holding companies. As a result of this review and selection process, the Committee removed six bank holding companies, and five bank holding companies were added for a total of 19 peers, down from 20 peers selected in 2016. The bank holding companies in the peer group were as follows:
Dollars in billions | ||||||||||||
Bank Holding Company | Total Assets At 12/31/17 |
Bank Holding Company | Total Assets At 12/31/17 | |||||||||
Associated Banc-Corp |
$ | 30.5 | PacWest Bancorp | $ | 25.0 | |||||||
Bank of the Ozarks |
$ | 21.3 | Peoples United Financial, Inc. | $ | 44.5 | |||||||
BankUnited, Inc. |
$ | 30.3 | Prosperity Bancshares, Inc. | $ | 22.6 | |||||||
Commerce Bancshares, Inc. |
$ | 24.8 | Synovus Financial Corporation | $ | 31.2 | |||||||
Cullen/Frost Bankers, Inc. |
$ | 31.7 | Texas Capital Bancshares, Inc. | $ | 25.1 | |||||||
East West Bancorp, Inc. |
$ | 37.2 | Umpqua Holdings Corporation | $ | 25.7 | |||||||
First Horizon National Corporation |
$ | 41.4 | Valley National Bancorp | $ | 24.0 | |||||||
F.N.B Corporation |
$ | 31.4 | Webster Financial Corporation | $ | 26.5 | |||||||
Hancock Holding Company |
$ | 27.3 | Wintrust Financial Corporation | $ | 27.9 | |||||||
Investors Bancorp, Inc. |
$ | 25.1 | ||||||||||
Peer Group Average |
$ | 29.1 | ||||||||||
IBERIABANK Corporation |
$ | 27.9 |
Source: SNL Financial LC
In addition, the Compensation Committee reviewed compensation survey data for national commercial banking companies as provided by the independent compensation consultant. All of this national survey data was size-adjusted to reflect commercial banks with approximately $29 billion in assets, which was the approximate size of the Company at the time of the compensation review. This national industry perspective provides the Compensation Committee with both a broader view of the executive labor market and additional context from which to evaluate the competitiveness of the Companys compensation program.
EXECUTIVE COMPENSATION PROGRAM ELEMENTS
The purpose and key characteristics of each element of our 2017 executive compensation program are summarized below:
Element
|
Purpose
|
Key Characteristics
| ||
Base Salary |
Represents each NEOs base level of responsibility, leadership, tenure, qualifications, and contribution to the success and profitability of the Company and the competitive marketplace for executive talent specific to our industry. | Fixed compensation that is reviewed annually and adjusted if and when appropriate. | ||
Annual Incentive Awards |
Motivates NEOs to achieve our short-term business objectives that drive long-term performance while providing flexibility to respond to opportunities and changing market conditions. | Variable performance-based annual cash award. Awards are based on achieving pre-established performance goals. |
|
|
2018 Proxy Statement 39 |
|
Compensation Discussion and Analysis
Element
|
Purpose
|
Key Characteristics
| ||
Performance-Based RSUs |
Motivates NEOs to achieve our business objectives by tying incentives to our financial and key operational metrics over the performance period while continuing to reinforce the link between the interests of our NEOs and our shareholders. | Variable performance-based long-term award. The ultimate number of units earned is based on the achievement of relative total shareholder return and core earnings per share performance goals over a three-year performance period. | ||
Restricted Stock |
Motivates NEOs to achieve our business objectives by tying incentives to the performance of our common stock over the long-term; reinforces the link between the interests of our NEOs and our shareholders; motivates our NEOs to remain with the Company. | Long-term restricted stock award with a ratable vesting period over three years. The ultimate value realized varies with our common stock price. | ||
Stock Options |
Motivates NEOs to achieve our business objectives by tying incentives to the appreciation of our common stock over the long term; reinforces the link between the interests of our NEOs and our shareholders. | Long-term option award with an exercise price equal to the fair market value on the date of grant and a ratable vesting period over three years; the ultimate value realized, if any, depends on the appreciation of our common stock price. | ||
Other Compensation |
Provides benefits that promote employee health and work-life balance, which assists in attracting and retaining our NEOs. | Indirect compensation element consisting of health and welfare plans and minimal perquisites. | ||
Post-Termination Compensation and Benefits | Agreements that attract and retain executives, promote continuity in management and promote equitable separations between the Company and its executives. | Indirect compensation elements related to employment contracts as well as Change in Control Severance Agreements. |
Base Salary
We view annual base salary as an important component of compensation for attracting and retaining executive talent. Annual base salaries serve as the foundation for our employee pay structure. Executive base salaries are set after considering factors including external market competitiveness, individual performance and internal equity. Prior to determining the base salary for each NEO, the Compensation Committee evaluates the results from the comprehensive total compensation study, along with competitive benchmarking discussed in this Compensation Discussion and Analysis.
After reviewing the total compensation targets for our NEOs against market peers and taking into consideration that base salaries for NEOs did not change in 2016, the Compensation Committee approved the following 2017 base salary amounts with an effective date of February 27, 2017.
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2018 Proxy Statement |
Compensation Discussion and Analysis
The base salaries paid to each NEO in 2017 are disclosed in the Summary Compensation Table.
Named Executive Officer | 2016 Base Salary | 2017 Base Salary | % Increase | |||||||||
Daryl G. Byrd |
$ | 1,095,150 | $ | 1,125,000 | 2.7% | |||||||
Anthony J. Restel |
$ |
525,000 |
|
$ |
575,000 |
|
|
9.5% |
| |||
Fernando Perez-Hickman |
|
N/A |
|
$ |
650,000 |
(1) |
|
N/A |
| |||
Michael J. Brown |
$ |
625,000 |
|
$ |
650,000 |
|
|
4.0% |
| |||
Elizabeth A. Ardoin |
$ |
400,000 |
|
$ |
440,000 |
|
|
10.0% |
|
(1) | Salary effective August 1, 2017. |
Except for Ms. Ardoin, base salaries in 2018 for NEOs, including the CEO, were not increased and will remain at 2017 levels.
Annual Incentive Awards
The annual incentive award program focuses executive officers on key operating drivers of long-term success and strikes a balance between profitable growth and credit quality. The Compensation Committee approves specific targets for each performance metric and evaluates performance against these targets. All executive officers have a target award opportunity, as well as a maximum award, that may be paid under the annual incentive award program.
During the first quarter of 2017, the Compensation Committee established the target percentage of base salary for each of the NEOs. The Committee used the 2017 base salary in calculating the annual incentive award payments. The following chart shows the range of annual incentive award opportunities expressed as a percentage of base salary for the NEO.
Target Bonus Opportunity
|
||||||||
Named Executive Officer
|
% of Salary
|
$
|
||||||
Daryl G. Byrd |
|
100% |
|
$ |
1,125,000 |
| ||
Anthony J. Restel |
|
75% |
|
$ |
431,250 |
| ||
Fernando Perez-Hickman |
|
75% |
|
$ |
487,500 |
| ||
Michael J. Brown |
|
75% |
|
$ |
487,500 |
| ||
Elizabeth A. Ardoin |
|
65% |
|
$ |
286,000 |
|
The following formula was used to calculate the payment that could be awarded to a NEO under the 2017 annual incentive award program:
Base Salary x Target Percentage of Base Salary x Total Weighted Performance Factor (0 - 200%)
For 2017, the Compensation Committee established the following metrics as the basis for the determination of payouts, if any, under the annual incentive plan. These financial metrics were selected to provide a holistic evaluation of Company performance with an emphasis on profitability, but not at the expense of growth or asset quality.
Metric
|
Weighting
|
|||
Core Earnings |
|
50% |
| |
Annual Net Charge Offs to Average Loans |
|
25% |
| |
Legacy Non-performing Assets/Total Assets |
|
25% |
|
|
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2018 Proxy Statement 41 |
|
Compensation Discussion and Analysis
Annual Incentive Results for 2017
Core
|
Annual
|
Legacy
|
Annual
|
|||||||||||||
Target |
$4.57 | 0.15% | 0.75% | |||||||||||||
Weighting |
50% | 25% | 25% | |||||||||||||
x |
||||||||||||||||
Performance to Target **** |
95% | 75% | 141% | |||||||||||||
Total Weighted Performance |
47% | 19% | 35% | 101.26% |
* | Excludes special items as detailed in IBERIABANK Corporations Annual Report on Form 10-K for the year ended December 31, 2017. |
** | Legacy loans are defined as loans that were originated directly or otherwise underwritten by the Company. Non-performing assets consist of non-accruing loans, accruing loans 90 days or more past due and other real estate owned, including repossessed assets. |
*** | Annual Incentive Award capped at 200% of target for each. |
**** | Represents actual performance compared to a pre-determined range of acceptable outcomes approved by the Compensation Committee. |
Based on the core performance of the Company relative to the targets established for 2017, our NEO Total Weighted Performance Factor was 101.26%. The Compensation Committee reviewed the overall performance of the Company and concluded that no qualitative adjustments were required and that the Total Weighted Performance Factor fairly captured core performance for 2017. Accordingly, the Total Weighted Performance Factor used for the annual incentive payout was set at 101.26%, a level slightly above the targeted payout factor of 100%. The Compensation Committee believes these incentive payments are aligned with the Companys philosophy, market-based compensation practices, and the contribution of each NEO.
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2018 Proxy Statement |
Compensation Discussion and Analysis
Annual Incentive Payment Calculation for 2017
Named Executive Officer
|
2017 Annual Incentive Target
|
Total
|
2017 Annual Incentive Paid
|
|||||||
Daryl G. Byrd |
$ |
1,125,000 |
|
101.26% |
$ |
1,139,197 |
| |||
Anthony J. Restel |
$ |
431,250 |
|
101.26% |
$ |
436,692 |
| |||
Fernando Perez-Hickman |
$ |
487,500 |
|
101.26% |
$ |
500,000 |
(1) | |||
Michael J. Brown |
$ |
487,500 |
|
101.26% |
$ |
493,652 |
| |||
Elizabeth A. Ardoin |
$ |
286,000 |
|
101.26% |
$ |
289,609 |
|
(1) | Mr. Perez-Hickmans Annual Incentive payment calculation would have been $493,642, however per the Sabadell United Bank acquisition and his Employment Agreement his payment is $500,000. |
2017 Long-Term Incentive (LTI) Plan
Type of LTI
|
Vesting Time Frame
|
Performance Metric
|
Percent of Total
| ||||||
Performance-based RSUs |
3 Years - cliff vesting | Core ROTCE; Relative TSR | 60 | % | |||||
Stock Options |
3 Years - 33% per year | None | 10 | % | |||||
Restricted Stock |
3 Years - 33% per year | None | 30 | % |
We consider long-term equity-based compensation to be critical to the alignment of executive compensation with shareholder value creation. Therefore, a market competitive, long-term equity-based incentive component is an integral part of our overall executive compensation program.
The total long-term incentive award in a given year is based on a multiple calculated as a percentage of base salary. The multiple is converted into an aggregate long-term incentive award. The following chart reflects the 2017 target award opportunities for each NEO:
LTI Opportunity | ||||||||||
Named Executive Officer |
% of salary
|
$
| ||||||||
Daryl G. Byrd |
|
210 |
% |
$ |
2,362,500 |
| ||||
Anthony J. Restel |
|
120 |
% |
$ |
630,000 |
| ||||
Fernando Perez-Hickman |
|
120 |
% |
$ |
780,000 |
| ||||
Michael J. Brown |
|
120 |
% |
$ |
750,000 |
| ||||
Elizabeth A. Ardoin |
|
90 |
% |
$ |
360,000 |
|
Target long-term incentive opportunities are established based on competitive market practices. The fair value of 2017 long-term incentive awards is reflected in the Summary Compensation Table. In 2017, our long-term equity incentive program consisted of the following components:
| Performance-based RSUs (60% of LTI award): Like 2016, a majority of the annual LTI award was delivered via performance-based RSUs which measure three year performance against a combination of internally established ROTCE goals and our ROTCE relative to the KBW Regional Bank Index, as measured through the use of a matrix, and relative TSR performance. |
| The Committee determined that the use of a matrix, measuring a combination of relative and absolute performance goals, addressed many issues associated with long-term performance plans. By establishing absolute goals, coupled with performance against banks in the KBW Regional Bank Index, a matrix mitigates some of the challenges associated with setting precise long-term goals in an uncertain economic environment |
|
|
2018 Proxy Statement 43 |
|
Compensation Discussion and Analysis
and avoids the best of the worst outcome that is possible with the exclusive use of relative measurement. The matrix developed to measure ROTCE performance over the three year period spanning from January 1st, 2017 through December 31st, 2019 is presented below: |
| The column headings A%, B%, C% and D% correspond to specific, absolute ROTCE targets set by the Committee based on the Companys confidential business plan for the three-year performance period. Because these targets are based on the Companys non-public business plan and may be misinterpreted as earnings guidance, the Company will not publicly disclose the actual target levels until the completion of the performance period. No payouts can be made unless the minimum threshold level of absolute ROTCE performance is achieved. |
| The calculated payout earned based on ROTCE performance outlined above, if any, can be modified by TSR performance relative to the peer group as follows: |
TSR Percentile Rank (relative to KBW Regional Index)
|
Payout Adjustment
| |
Above 75th percentile |
+25% | |
Between 25th and 75th percentile |
No adjustment | |
Below 25th percentile |
-25% |
| Performance-based RSUs are eligible to receive dividends at the end of the performance period on the actual shares earned. Any shares earned will be determined in March 2020. |
| Stock Options (10% of LTI award): Stock options reward NEOs for increasing the market price above the exercise price. We maintain a policy against repricing stock options without shareholder approval. Stock options awarded to the NEOs during 2017 are detailed in the Grants of Plan-Based Awards table in the Executive Compensation section. |
| Restricted Stock (30% of LTI award): Restricted shares are awarded subject to transfer and vesting restrictions. Restricted share awards are intended to build stock ownership and foster executive retention. All of these restricted share awards have dividend and voting rights. Restricted shares awarded to the NEOs during 2017 are detailed in the Grants of Plan-Based Awards table in the Executive Compensation section. |
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2018 Proxy Statement |
Compensation Discussion and Analysis
2015-2017 Performance-based RSUs
During 2015, the NEOs received performance-based RSUs that are earned in shares based on meeting three-year core EPS and relative TSR performance goals (relative to the KBW Regional Bank Index). The final payout percentage for these awards was 27.9% of the target grant, as illustrated in the table below:
Performance Goal
|
Core EPS
|
TSR Relative to KBW Regional Bank Index
| ||||
Weight
|
|
50%
|
|
50%
| ||
Threshold
|
$
|
4.50
|
|
Bottom Percentile Rank
| ||
Target
|
$
|
5.00
|
|
50th Percentile Rank
| ||
Maximum
|
$
|
5.50
|
|
100th Percentile Rank
| ||
Actual Performance
|
$
|
4.50
|
|
55.8th Percentile Rank
| ||
Payout%
|
|
%
|
|
56%
| ||
Final Weighted Payout %
|
27.9%
|
On March 1, 2018, the NEOs cliff-vested in 27.9% of their performance-based RSU grant, settled in shares, for the 2015-2017 performance period.
Special Acquisition Incentive
On July 18, 2017, the IBERIABANK Corporation Board of Directors approved an Acquisition Incentive, a unique, one-time equity incentive opportunity to reward significant strategic achievements and the value added related to the successful acquisition and conversion of Sabadell United Bank, a $5.8 billion asset bank headquartered in Miami, Florida. As the largest acquisition in the Companys history, the acquisition adds new talent and creates client opportunities in a high-growth metropolitan market. Therefore, the successful assimilation of clients, associates and franchise of Sabadell United Bank represents a significant investment in and opportunity for the Companys future growth and success. To help ensure an effective and seamless integration, the retention of key senior management talent was deemed to be critical, which also influenced the Boards decision to approve these awards.
Objective and Purpose of the Acquisition Incentive:
| Recognize key leaders for building a solid platform from which the Company can grow and perform transformational acquisitions, which drive future value; |
| Provide opportunity for a one-time, special recognition of significant achievements, including those related to the acquisition of Sabadell United Bank; |
| Reinforce the strategic importance of the acquisition to the Companys future success and long-term shareholder value; |
| Recognize the challenges of completing significant transactions in a high-quality, efficient manner; and |
| Retain the management team tasked with ensuring the accretive value creation opportunities presented by this transformational acquisition. |
Award Features:
| One-time, special equity incentive not intended to be a regular component of the executive compensation program. |
The Sabadell United Bank acquisition legally closed on July 31, 2017, and successfully converted operating systems on the weekend of October 13, 2017. The following table outlines the Acquisition Incentive equity grants.
Name
|
Restricted Stock Awarded (#)
| |
Daryl G. Byrd
|
35,000
| |
Anthony J. Restel
|
20,000
| |
Michael J. Brown
|
20,000
| |
Elizabeth A. Ardoin
|
15,000
|
|
|
2018 Proxy Statement 45 |
|
Compensation Discussion and Analysis
Other Benefits and Limited Perquisites
We provide our NEOs with a few perquisites, including club memberships, an annual physical examination, an automobile allowance and corporate aircraft flight benefits. We also provide our NEOs a non-qualified deferred compensation plan and individual long-term disability insurance coverage.
Acknowledging our expanded footprint and desire to achieve greater travel efficiencies, the Company acquired a corporate aircraft in 2014. Personal use of the corporate aircraft is limited. However, any personal use will trigger imputed income to the NEO, calculated according to the IRS guidelines.
Personal use of the corporate aircraft is included under Other Compensation in the Summary Compensation Table.
In 2017, all trips taken by our CEO and other NEOs on the corporate aircraft that were reported in the Summary Compensation Table as personal use amounted to less than $10,000.
Post Termination and Other Employment Arrangements
The Company provides benefits to our NEOs upon certain terminations of employment from the Company. These benefits are in addition to the benefits to which the executives would be entitled upon a termination of employment generally (i.e., vested retirement benefits accrued as of the date of termination, stock awards that have vested as of the date of termination and the right to elect continued health coverage pursuant to COBRA). The incremental benefits payable to the executives are described below.
Daryl G. ByrdPresident and CEO
The Company has a three-year employment agreement with our President and CEO, Daryl G. Byrd, that automatically renews for an additional year on each anniversary of the agreement unless not earlier than 90 days before the anniversary, the Company gives notice that it will not be renewed. The purpose of this employment agreement is to help retain Mr. Byrd and to define severance benefits for various types of employment terminations. In addition to change in control payments consistent with those of the other NEOs except Mr. Perez-Hickman, Mr. Byrds employment agreement requires payment of compensation and/or benefits under various other termination of employment situations. Under the terms of this agreement, if Mr. Byrds employment is terminated other than for Cause (as defined), disability, retirement, or death, or if Mr. Byrd terminates his employment for Good Reason (as defined), then he would be entitled to severance benefits. Under this termination, he would be entitled to cash severance payments equal to the greater of one years base salary or his base salary for the remaining term of the agreement.
In the event that Mr. Byrds employment is terminated for disability, we would provide continued medical insurance for his benefit and the benefit of his spouse and minor children for the remaining term of the agreement. In the event of Mr. Byrds death during the term of the agreement, the Company would continue to provide medical insurance for his spouse and minor children for the remaining term. Also, in the event of his death, Mr. Byrds spouse, estate, legal representative, or named beneficiaries would be entitled to receive his annual compensation (including base salary and any discretionary cash bonus the Compensation Committee would then deem appropriate) for 12 months from his date of death.
If Mr. Byrd terminates his employment within 30 days of a Change in Control (as defined), or within 90 days of an event constituting Good Reason occurring within three years of a Change of Control, or within 30 days of the first anniversary of a Change in Control, or if the company terminates his employment without Cause within three years of a Change of Control, then he would be entitled to receive either the greater of his salary for the remaining term of the agreement, twice his salary, or the Internal Revenue Code Section 280G (280G Maximum) defined generally as 2.99 times his average compensation over the previous five years. If any payments to be made under the agreement are deemed to constitute excess parachute payments, and therefore are subject to an excise tax under Section 4999 of the Internal Revenue Code, the Company would pay him the amount of the excise tax plus an amount equal to any additional federal, state, or local taxes that may result because of such additional payment. In addition to the cash severance benefits described, Mr. Byrd would be entitled to a continuation of benefits similar to those he was receiving at the time of such
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2018 Proxy Statement |
Compensation Discussion and Analysis
termination for the period otherwise remaining under the term of the agreement or until he obtains full-time employment with another employer, whichever occurs first. Additional details concerning these benefits can be found under the Potential Payments Upon Termination or Change in Control heading.
Fernando Perez-HickmanVice Chairman and Director of Corporate Strategy
Commencing as of the closing date of the Sabadell United acquisition, IBERIABANK entered into a 36-month employment agreement with Fernando Perez-Hickman, our Vice Chairman and Director of Corporate Strategy. The agreement may be renewed by Mr. Perez-Hickman for an additional 24 months (the Renewal Term). Under the terms of the employment contract Mr. Perez- Hickman received a retention bonus of $1,250,000, payable in increments of $750,000 at the execution of the agreement, and $250,000 due on each of the second and third anniversaries of the first payment if he is still employed at IBERIABANK, except as otherwise provided in the agreement. In addition, under the terms of the employment contract Mr. Perez-Hickman received a sign-on award of 40,000 shares of restricted stock. If Mr. Perez-Hickman elects to extend the term of the contract for an additional two years, he will receive a renewal award of 20,000 shares of restricted stock, which shall vest on the fourth and fifth anniversaries of the Sabadell United closing. The purpose of this employment agreement is to help retain Mr. Perez-Hickman and to define severance benefits for various types of employment termination. The employment agreement requires payment of compensation and/or benefits under various terminations of employment situations.
In connection with the closing, Mr. Perez-Hickman and IBERIABANK agreed that the Sabadell United acquisition constituted a change in control pursuant to his employment agreement with Sabadell United, entitling him to receive $3.6 million if he resigned following the closing. The parties agreed that in lieu of, and in full satisfaction of, his right to receive the severance payment, IBERIABANK would contribute on his behalf an equal amount into a Deferred Compensation Account under its Executive Nonqualified Excess Plan. The terms and conditions of the contribution are governed by the Plan, but the contribution is fully vested.
If Mr. Perez-Hickmans employment is terminated with or without Just Cause (as defined), he will be bound by certain Restrictive Covenants (as defined, including non-competition, non-solicitation and non-recruitment), and he will be entitled to the following severance benefits: the remaining unpaid portion of his Retention Bonus of $1,250,000 and an Annual Bonus with a target amount equal to 75% of Base Salary, but only if terminated for Just Cause. If without Just Cause, he will also receive his Base Salary of $650,000 per annum for 24 months from the date of termination and awards of restricted stock and long-term incentive awards would vest. If Mr. Perez-Hickman voluntarily resigns with Good Reason (as defined), he will be bound by the Restrictive Covenants and entitled to receive: the Retention Bonus; the Annual Bonus; and his Base Salary for 24 months. In addition, unvested awards will vest. If Mr. Perez-Hickman resigns without Good Reason, he may be entitled to receive the remaining unpaid portion of his Retention Bonus, which would be subject to certain forfeiture repayment requirements, and, if due and payable on the resignation date, the Annual Bonus; unvested stock awards will be forfeited. Upon Mr. Perez-Hickmans death, his estate would be entitled to receive: the remaining unpaid portion of his Retention Bonus and the Annual Bonus payable for 2017 and 2018; 200% of his Base Salary; and unvested stock awards. These amounts may be payable from life insurance proceeds of a policy, the costs of which are to be paid by IBERIABANK. In the event of Mr. Perez-Hickmans disability (as defined), he would be bound by the Restrictive Covenants, and be entitled to receive the remaining unpaid portion of his Retention Bonus and the Annual Bonus, and all unvested awards and the Renewal Award, if applicable, would vest.
The Change in Control Severance Agreement for Mr. Perez-Hickman provides for severance pay and benefits in the event if within three months prior or two years after a Change in Control Mr. Perez-Hickman resigns for Good Reason, as defined, or is terminated by the Company or its successor without Just Cause, as defined. The severance payment is equal to a lump sum cash payment in an amount equal to the sum of a pro rata bonus (unless entitled to a guarantee bonus payment) in an amount determined by multiplying (1) his target bonus for the year of termination or, the average of the annual bonuses awarded, if he does not have a target bonus, for the three fiscal years immediately preceding the date of termination; provided, however, that if he is not employed during each of the three most recently completed fiscal years, then the amount shall be the average of the annual bonuses awarded to him for each fiscal year he was eligible to receive a bonus, by (2) the fraction obtained by dividing the number of days in the year through the date of termination by 365, plus an amount equal to 2.5 times the sum of (x) his base salary in effect at termination and (y) a bonus amount
|
|
2018 Proxy Statement 47 |
|
Compensation Discussion and Analysis
determined as follows in the stated order of priority: (A) if applicable, his guarantee bonus, (B) if not entitled to a guarantee bonus, the target bonus for the year, (C) if he does not have a target bonus, the average of the annual bonuses awarded to him for the three most recently completed fiscal years, or (D) that if he is not employed during each of the three most recently completed fiscal years, then the amount shall be the average of the annual bonuses awarded to him for each fiscal year he was eligible to receive a bonus. In addition, he will receive a lump sum cash payment in an amount equal to the sum of the aggregate monthly premium that would be paid by him and the Company to obtain group health plan coverage plus the aggregate monthly premium that would be paid by him and the Company to obtain group term life insurance, multiplied by 36, less applicable withholding taxes.
Mr. Perez-Hickmans Change in Control severance agreement does not provide for a Section 280(g) gross up payment. The agreement stipulates that in the event severance benefits are subject to the excise tax under IRC Section 4999, the amount payable to him would be reduced to the 280G Maximum if the reduction would result in him receiving a greater after-tax amount.
Change in Control Severance Agreements With Other Named Executive Officers
We have entered into Change in Control Severance Agreements with members of senior management, including each of our NEOs other than Mr. Byrd. The agreements for Mr. Restel, Mr. Brown, and Mrs. Ardoin provide for severance pay and benefits to the individuals upon voluntary resignation within 30 days after a Change in Control of IBERIABANK Corporation, as defined, or if within three years of a Change in Control the individual resigns for Good Reason, as defined, or is terminated by the Company or its successor without Just Cause, as defined. The severance payment is equal to 100% of each individuals 280G Maximum. In addition, each will be entitled to continued medical and life insurance benefits at the Companys expense for 39 months following termination of employment. We will also make the individual whole for any excise tax imposed by the Internal Revenue Service with respect to any payments under the agreement. Each of these agreements was amended in 2008 to comply with the deferred compensation requirements of Internal Revenue Code Section 409A.
OTHER COMPENSATION PROGRAM ASPECTS
Executive Stock Ownership Guidelines
We believe it is important for our NEOs and other senior executive officers to be significant shareholders so that their financial interests are aligned with our other shareholders. To foster executive stock ownership, we maintain executive stock ownership guidelines. We believe that these ownership guidelines, as well as our total long-term incentive program, have been effective in building an ownership culture. Thus, the financial interests of our executive leadership team are directly aligned with other shareholders. These ownership guidelines are stated as a multiple of base salary. NEOs have five years from the date the guideline applies to meet the target ownership level. The table below summarizes the share guidelines for NEOs expressed as a multiple of current base salary.
Named Executive Officer
|
|
2017 Ownership Guideline Multiple of Salary
|
| |
Daryl G. Byrd
|
|
5x Base Salary
|
| |
Anthony J. Restel
|
|
3x Base Salary
|
| |
Fernando Perez-Hickman
|
|
3x Base Salary
|
| |
Michael J. Brown
|
|
3x Base Salary
|
| |
Elizabeth A. Ardoin
|
|
3x Base Salary
|
|
Currently, all NEOs are in compliance with the required stock ownership guidelines.
The Stock Ownership Guidelines are part of the IBERIABANK Corporation Corporate Governance Guidelines. A link to these guidelines is on the Investor Relations portion of our website at: http://www.iberiabank.com.
48 |
|
2018 Proxy Statement |
Compensation Discussion and Analysis
Equity Grant Practices
The Compensation Committee generally grants equity awards in February of each year. The Compensation Committee does not have any programs, plans, or practices of timing these awards in coordination with the release of material non-public information. We have never backdated, re-priced, or spring-loaded any of our equity awards.
Anti-Hedging Policy and Trading Restrictions
Our current policy limits the timing and types of transactions in our securities by covered persons, defined to include directors and officers of the Company and its subsidiaries and members of their immediate families. Among other restrictions, the policy:
| Allows covered persons to trade Company securities only during window periods following earnings releases and, as to a pre-approval group of covered persons (generally, Section 16 filers), only after they have pre-cleared transactions; |
| Prohibits covered persons from short-selling Company securities; |
| Prohibits covered person transactions in puts, calls, or other derivative securities regarding the Company; and |
| Prohibits covered persons from engaging in hedging or monetization transactions that involve Company securities. |
Anti-Pledging Policy
In March 2016, the Board of Directors amended the Companys insider trading policy to prohibit directors, executive officers and other persons subject to such policy, subsequent to the date of adoption, from holding shares in margin accounts or pledging shares as collateral for a loan. These restrictions will not apply to shares of Company common stock held in a margin account or pledged as collateral for a loan prior to the date of adoption of amendments to such policy. Under certain limited circumstances, an exception to the prohibition on pledged common stock may be granted.
Compensation Recovery Policy
The Company maintains a written Compensation Recovery Policy. This policy applies to each of the NEOs and permits the recovery of incentive-based compensation paid to an officer if: (1) incentive-based compensation, bonuses, or equity awards were paid or vested during fiscal periods based on materially inaccurate financial statements, and (2) that officer engaged in fraud, willful misconduct, or a violation of Company policy that caused or otherwise contributed to the need for a material restatement of the Companys financial results. The Board, considering the best interests of shareholders and the recommendation of the Compensation Committee, has sole discretion to determine whether the applicable standard of conduct has been met and whether any such recovery should be pursued.
The Compensation Recovery Policy is part of the IBERIABANK Corporation Corporate Governance Guidelines. A link to the Corporate Governance Guidelines is on the Investor Relations portion of our website at: http://www.iberiabank.com.
Risk Management Considerations
The Compensation Committee reviews risks and rewards associated with our compensation programs, which include features that we believe mitigate risks without reducing incentives. Our compensation programs are intended to both encourage and reward prudent business judgment and appropriate long-term risk-taking. The Compensation Committee seeks to identify and remediate risk-taking incentives that may exist in these programs. The Chairman of the Board Risk Committee is also a member of the Compensation Committee.
Indemnification Agreements
The Company has indemnification agreements with Daryl G. Byrd and Michael J. Brown that provide for indemnification and advancement of expenses to the fullest extent permitted by law with respect to pending or threatened claims against them in their capacities as our officers. Following a Change in Control (as defined), all determinations regarding a right to
|
|
2018 Proxy Statement 49 |
|
Compensation Discussion and Analysis
indemnity and advancement of expenses are to be made by an independent legal counsel. In the event of a potential Change in Control, we must create a trust for the benefit of the indemnified executive officers, which upon a Change in Control may not be revoked or the principal thereof invaded without the indemnities written consent. While not requiring the maintenance of directors and officers liability insurance, the indemnification agreements require that the indemnities be provided with maximum coverage if there is such insurance.
Section 162(m)
Section 162(m) of the Internal Revenue Code (the Code) limits to $1 million a public companys annual tax deduction for compensation paid to certain highly compensated executive officers. Qualified performance-based compensation is excluded from this deduction limitation if certain requirements are met. The Committees policy is to structure compensation awards that will be deductible where doing so will further the purposes of our executive compensation programs. The Compensation Committee also considers it important to retain flexibility, to design compensation programs that recognize a full range of criteria important to our success, even where compensation payable under the programs may not be fully deductible. As such, the Compensation Committee may implement revised or additional compensation programs in the future as it deems necessary to appropriately compensate our executive team. As part of the 2017 Tax Cuts & Jobs Act (the Tax Reform Act), which was signed into law on December 22, 2017, the ability to rely on the performance-based compensation exception was eliminated and the limitation on deductibility generally was expanded to include all NEOs. As a result of the Tax Reform Act, the Company will no longer be able to deduct any compensation paid to its NEOs in excess of $1 million for any awards made after November 2, 2017. The Tax Reform Act could significantly impact the way in which the Committee designs and administers executive compensation programs.
The Committee will give careful consideration to the possible impact of other tax and accounting treatments of particular forms of consideration to NEOs, other executives and other Company associates.
50 |
|
2018 Proxy Statement |
The Compensation Committee of the Board of Directors of the Company is composed entirely of non-employee directors, each of whom has been determined in the Boards business judgment to be independent. The Compensation Committee is responsible for oversight and review of the Companys compensation and benefit plans.
The Compensation Discussion and Analysis is managements report on the Companys compensation programs and, among other things, describes material elements of compensation paid to the President and Chief Executive Officer and the other Named Executive Officers. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis as required by Item 402(b) of Regulation S-K with the management of the Company. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Companys Annual Report on Form 10-K for the year ended December 31, 2017.
THE COMPENSATION COMMITTEE:
Rick E. Maples, Chairman
John N. Casbon
Angus R. Cooper, II
William H. Fenstermaker
E. Stewart Shea, III
|
|
2018 Proxy Statement 51 |
|
Summary Compensation Table
The following table summarizes the compensation earned or awarded for services rendered in all capacities by the Companys Chief Executive Officer, Chief Financial Officer and by its three other most highly compensated Named Executive Officers for the years indicated.
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
||||||||||||||||||||||||
Name and Principal Position
|
|
Year
|
|
|
Salary
|
(1)
|
|
Bonus
|
|
|
Stock Award(s)
|
(3)
|
|
Option Award(s)
|
(3)
|
|
Non-Equity Incentive Plan Compensation
|
(2)
|
|
All Other Compensation
|
(4)
|
|
Total
|
| ||||||||
Daryl G. Byrd |
2017 | $1,119,260 | $ - | $4,963,054 | $207,368 | $1,139,197 | $ 248,761 | $7,677,640 | ||||||||||||||||||||||||
President and CEO |
2016 | $1,095,150 | $ - | $1,971,275 | $277,033 | $ 860,245 | $ 238,165 | $4,441,868 | ||||||||||||||||||||||||
|
2015
|
|
|
$1,085,121
|
|
|
$ -
|
|
|
$1,795,847
|
|
|
$312,884
|
|
|
$ 746,980
|
|
|
$ 202,688
|
|
|
$4,143,520
|
| |||||||||
Anthony J. Restel |
2017 | $ 565,385 | $ - | $2,187,977 | $ 55,688 | $ 436,692 | $ 27,682 | $3,273,424 | ||||||||||||||||||||||||
Vice Chairman and CFO |
2016 | $ 525,000 | $ - | $ 519,761 | $ 73,042 | $ 343,658 | $ 20,828 | $1,482,289 | ||||||||||||||||||||||||
|
2015
|
|
|
$ 518,269
|
|
|
$ -
|
|
|
$ 464,013
|
|
|
$ 80,851
|
|
|
$ 298,410
|
|
|
$ 30,246
|
|
|
$1,391,789
|
| |||||||||
Fernando Perez-Hickman |
2017 | $ 247,500 | $750,000 | $3,943,974 | $ 82,413 | $ 500,000 | $3,621,736 | $9,145,623 | ||||||||||||||||||||||||
Vice Chairman, Director of Corporate Strategy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Michael J. Brown |
2017 | $ 645,192 | $ - | $2,296,041 | $ 65,830 | $ 493,652 | $ 44,236 | $3,544,951 | ||||||||||||||||||||||||
Vice Chairman and COO |
2016 | $ 625,000 | $ - | $ 680,020 | $ 94,862 | $ 409,117 | $ 37,543 | $1,846,542 | ||||||||||||||||||||||||
|
2015
|
|
|
$ 621,154
|
|
|
$ -
|
|
|
$ 625,043
|
|
|
$108,901
|
|
|
$ 355,250
|
|
|
$ 95,782
|
|
|
$1,806,130
|
| |||||||||
Elizabeth A. Ardoin |
2017 | $ 432,308 | $ - | $1,539,746 | $ 31,608 | $ 289,609 | $ 27,994 | $2,321,265 | ||||||||||||||||||||||||
Sr. Executive Vice President and Director |
2016 | $ 400,000 | $ - | $ 324,016 | $ 45,532 | $ 226,923 | $ 2,879 | $ 999,350 | ||||||||||||||||||||||||
|
2015
|
|
|
$ 395,192
|
|
|
$ -
|
|
|
$ 290,563
|
|
|
$ 50,626
|
|
|
$ 197,045
|
|
|
$ 1,859
|
|
|
$ 935,285
|
|
(1) | Amounts in column (c) include salaries deferred under the Companys Non-Qualified Deferred Compensation plan in 2017, 2016 and 2015. For Mr. Restel the salaries deferred includes $75,385, $35,000, and $28,269 in 2017, 2016, and 2015, respectively. |
(2) | Amounts in column (g) include bonuses deferred under the Companys Non-Qualified Deferred Compensation plan in 2017, 2016, and 2015. For Mr. Restel the amounts deferred include $43,669, $51,549, and $29,841 in 2017, 2016, and 2015, respectively. For Mrs. Ardoin the amounts deferred include $231,687 in 2017 and none in 2016 and 2015, respectively. |
52 |
|
2018 Proxy Statement |
Executive Compensation
(3) | The amounts shown in columns (e) and (f) reflect the aggregate grant date value awarded and computed in accordance with FASB ASC Topic 718 for stock-based and option awards for each of the Named Executive Officers for the years ended December 31, 2017, 2016, and 2015. The assumptions used for the calculations can be found at Note 17 to our audited financial statements in the Companys Annual Report on Form 10-K for the year ended December 31, 2017 and Note 18 to our audited financial statements in the Companys Annual Report on Form 10-K for the years ended December 31, 2016 and 2015. Pursuant to SEC rules, we disregarded the estimate of forfeitures related to service-based vesting conditions. |
The amounts shown in column (e) reflect the grant date values of certain awards that are subject to performance conditions. Pursuant to SEC rules, the grant date values shown above are reported based upon the probable outcome of such conditions as of the date of grant. The table below shows the value of such awards at the grant date assuming that the highest level of performance is achieved. |
Name
|
Year
|
Maximum
| ||||||||
Daryl G. Byrd
|
|
2017
|
|
$
|
7,089,358
|
| ||||
|
2016
|
|
$
|
3,942,574
|
| |||||
|
2015
|
|
$
|
2,235,801
|
| |||||
Anthony J. Restel
|
|
2017
|
|
$
|
2,754,993
|
| ||||
|
2016
|
|
$
|
1,039,522
|
| |||||
|
2015
|
|
$
|
577,697
|
| |||||
Fernando Perez-Hickman
|
|
2017
|
|
$
|
4,645,948
|
| ||||
Michael J. Brown |
|
2017
|
|
$
|
2,971,040
|
| ||||
|
2016
|
|
$
|
1,355,042
|
| |||||
|
2015
|
|
$
|
778,182
|
| |||||
Elizabeth A. Ardoin |
|
2017
|
|
$
|
1,863,699
|
| ||||
|
2016
|
|
$
|
648,032
|
| |||||
|
2015
|
|
$
|
361,755
|
|
(4) |
ALL OTHER COMPENSATION IN 2017
Perquisites and Other Personal Benefits(i) |
Company Contributions to 401(k) Plan |
Company Contribution to Non-Qualified Deferred Compensation Plan |
Tax Reimbursement |
Total | ||||||||||||||||
Name
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||
Daryl G. Byrd
|
|
75,681
|
|
|
11,570
|
|
|
150,000
|
|
|
11,510
|
|
|
248,761
|
| |||||
Anthony J. Restel
|
|
18,743
|
|
|
8,939
|
|
|
-
|
|
|
-
|
|
|
27,682
|
| |||||
Fernando Perez-Hickman
|
|
18,184
|
|
|
-
|
|
|
3,600,000
|
|
|
3,552
|
|
|
3,621,736
|
| |||||
Michael J. Brown
|
|
37,236
|
|
|
7,000
|
|
|
-
|
|
|
-
|
|
|
44,236
|
| |||||
Elizabeth A. Ardoin
|
|
24,425
|
|
|
3,569
|
|
|
-
|
|
|
-
|
|
|
27,994
|
|
(i) | For a description of perquisites relating to personal use of the corporate aircraft for NEOs, see Other Benefits and Limited Perquisites within the Compensation Discussion and Analysis section. Other perquisites and personal benefits whose incremental cost is included in the amounts shown consist of the following: long-term disability premiums, annual physical examinations, automobile allowances, personal use of the corporate aircraft, social dues, and security alarm expenses. Mr. Byrds perquisites and other personal benefits includes security alarm costs of $40,055 in 2017. |
We estimate the aggregate incremental cost of the Company aircraft to be equal to the average operating cost for the year (which includes items such as fuel, maintenance, landing fees and other direct costs) based on the number of hours flown each year. Direct incremental costs for charter flights are the amount of the charter, and direct incremental costs for the fractional interest in an aircraft are based on the additional hourly charges for the flight, fuel and other direct costs. |
|
|
2018 Proxy Statement 53 |
|
Executive Compensation
Grants of Plan-Based Awards
The following table provides information concerning grants of awards made to our NEOs during the year ended December 31, 2017.
The 2017 stock option grants, restricted stock, and restricted share unit awards to the NEOs were issued from our 2016 Stock Incentive Plan. Under this plan, equity-based awards vest on a change-in-control occurrence. Dividends are payable on all unvested restricted stock at the same rate paid on all other outstanding shares of our common stock. Dividend equivalent units are added to all unvested restricted share unit grants. In 2017, we declared dividends payable in the amount of $1.46 per share.
Estimated Future Payouts |
Estimated Future |
All Other
|
All
Other
|
Exercise
|
Grant
|
|||||||||||||||||||||||||||||||
Name
|
Grant Date
|
Target ($)(1)
|
Maximum
|
Target
|
Maximum
|
|||||||||||||||||||||||||||||||
Daryl G. Byrd |
2/15/2017 | - | - | 8,280 | - | - | $ 708,768 | |||||||||||||||||||||||||||||
|
2/15/2017 |
|
16,792 | 41,980 | - | - | - | $1,417,536 | ||||||||||||||||||||||||||||
|
2/15/2017 |
|
- | - | - | 11,107 | $85.60 | $ 207,368 | ||||||||||||||||||||||||||||
|
8/1/2017 |
|
- | - | 35,000 | - | - | $2,836,750 | ||||||||||||||||||||||||||||
|
$1,125,000
|
|
|
$2,250,000
|
|
|||||||||||||||||||||||||||||||
Anthony J. Restel |
2/15/2017 | - | - | 2,024 | - | - | $ 173,254 | |||||||||||||||||||||||||||||
|
2/15/2017 |
|
4,104 | 10,260 | - | - | - | $ 346,509 | ||||||||||||||||||||||||||||
|
2/15/2017 |
|
- | - | - | 2,715 | $85.60 | $ 50,689 | ||||||||||||||||||||||||||||
|
3/28/2017 |
|
- | - | 203 | - | - | $ 15,712 | ||||||||||||||||||||||||||||
|
3/28/2017 |
|
413 | 1,033 | - | - | - | $ 31,502 | ||||||||||||||||||||||||||||
|
3/28/2017 |
|
- | - | - | 273 | $77.40 | $ 4,999 | ||||||||||||||||||||||||||||
|
8/1/2017 |
|
- | - | 20,000 | - | - | $1,621,000 | ||||||||||||||||||||||||||||
|
$ 431,250
|
|
|
$ 862,500
|
|
|||||||||||||||||||||||||||||||
Fernando Perez-Hickman |
|
8/1/2017 |
|
- | - | 42,887 | - | - | $3,475,991 | |||||||||||||||||||||||||||
|
8/1/2017 |
|
5,803 | 14,508 | - | - | - | $ 467,983 | ||||||||||||||||||||||||||||
|
8/1/2017 |
|
- | - | - | 4,092 | $81.05 | $ 82,413 | ||||||||||||||||||||||||||||
|
$ 487,500
|
|
|
$ 975,000
|
|
|||||||||||||||||||||||||||||||
Michael J. Brown |
|
2/15/2017 |
|
- | - | 2,629 | - | - | $ 225,042 | |||||||||||||||||||||||||||
|
2/15/2017 |
|
5,331 | 13,328 | - | - | - | $ 449,999 | ||||||||||||||||||||||||||||
|
2/15/2017 |
|
- | - | - | 3,526 | $85.60 | $ 65,830 | ||||||||||||||||||||||||||||
|
8/1/2017 |
|
- | - | 20,000 | - | - | $1,621,000 | ||||||||||||||||||||||||||||
|
$ 487,500
|
|
|
$ 975,000
|
|
|||||||||||||||||||||||||||||||
Elizabeth A. Ardoin |
|
2/15/2017 |
|
- | - | 1,262 | - | - | $ 108,027 | |||||||||||||||||||||||||||
|
2/15/2017 |
|
2,558 | 6,395 | - | - | - | $ 215,969 | ||||||||||||||||||||||||||||
|
2/15/2017 |
|
- | - | - | 1,693 | $85.60 | $ 31,608 | ||||||||||||||||||||||||||||
|
8/1/2017 |
|
- | - | 15,000 | - | - | $1,215,750 | ||||||||||||||||||||||||||||
|
$ 286,000
|
|
|
$ 572,000
|
|
(1) | Amounts included in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards column reflect the range of possible annual cash incentive payouts for 2017 performance. The maximum individual award for participants in 2017 was 200% of the target award. At the end of each plan year, the Compensation Committee evaluates the overall performance against targets to determine annual cash awards, which are reflected in the 2017 Summary Compensation Table under the Non-Equity Incentive Plan Compensation column. |
(2) | Restricted share units were issued under our 2016 Stock Incentive Plan. Following the end of the three-year performance period, but prior to March 1, 2020, the Compensation Committee will determine the percentage of the target award value that will vest, which will be between 0% |
54 |
|
2018 Proxy Statement |
Executive Compensation
and 250% of the target award value. Payout of the vested RSUs will be effective on March 1, 2020. Any remaining unvested RSUs will be immediately forfeited. The value of the shares on the grant date of each of the RSUs awarded on February 15, March 28, and August 1 of 2017 was $85.60, $77.40, and $81.05 per share, respectively. |
(3) | Restricted stock awards and stock option grants were issued under our 2016 Stock Incentive Plan and vest over three years in equal increments on the anniversaries of the date of grant. |
(4) | For option awards, this represents the grant date fair value based on Black Scholes model valuation of $18.67, $18.31, and $20.14 per share for grants on February 15, March 28, and August 1, 2017, respectively. For restricted stock awards, the fair value is based on the grant date fair value of our common stock. |
In 2017, associates, including all current officers who are not executive officers, as a group were granted restricted stock and option awards totaling 238,364 shares under the 2016 Stock Incentive Plans. The weighted average option exercise price was $84.64 per share. All executive officers as a group were granted restricted stock and option awards totaling 205,979 shares under the 2016 Stock Incentive Plan. The weighted average option exercise price was $84.98 per share. The Company issued a total of 53,212 restricted share units under the 2016 Stock Incentive Plan to certain executive officers, including the named executive officers, in 2017. The Company also issued a total of 4,200 restricted share units under the 2016 Stock Incentive Plan to certain officers who are not executive officers in 2017.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth the outstanding equity based awards held by NEOs as of December 31, 2017:
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date |
Number of Shares Underlying Unexercised Options (#) Exercisable |
Number of Shares Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
Grant Date |
Number of Shares or Units That Have Not Vested (#) |
Market Value of Shares That Have Not Vested |
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 ($)(1) |
||||||||||||||||||||||||||||||||||
Daryl G. Byrd |
12/29/09 | (2) | 27,500 | - | $54.43 | 12/29/19 | 2/19/13 | (4) | 3,327 | $ | 257,843 | |||||||||||||||||||||||||||||||||
5/4/10 | (2) | 29,964 | - | $60.10 | 5/4/20 | 2/19/13 | (5) | 3,690 | $ | 285,961 | ||||||||||||||||||||||||||||||||||
3/10/11 | (2) | 23,585 | - | $55.64 | 3/10/21 | 2/20/15 | (6) | 5,001 | $ | 387,578 | ||||||||||||||||||||||||||||||||||
2/22/12 | (2) | 33,885 | - | $52.33 | 2/22/22 | 2/20/15 | (7) | 7,067 | $ | 547,693 | ||||||||||||||||||||||||||||||||||
2/19/13 | (2) | 9,050 | 2,262 | $52.36 | 2/19/23 | 2/20/15 | (9) | 1,786 | $ | 138,418 | ||||||||||||||||||||||||||||||||||
2/17/14 | (3) | 14,690 | - | $65.37 | 2/17/24 | 2/18/16 | (6) | 9,251 | $ | 716,953 | ||||||||||||||||||||||||||||||||||
2/20/15 | (3) | 10,627 | 5,313 | $62.57 | 2/20/25 | 2/18/16 | (8) | 28,741 | $ | 2,227,428 | ||||||||||||||||||||||||||||||||||
2/18/16 | (3) | 8,828 | 17,657 | $47.35 | 2/18/26 | 2/15/17 | (6) | 8,280 | $ | 641,700 | ||||||||||||||||||||||||||||||||||
2/15/17 | (3) | - | 11,107 | $85.60 | 2/15/27 | 2/15/17 | (8) | 16,792 | $ | 1,301,380 | ||||||||||||||||||||||||||||||||||
|
8/1/17
|
(6)
|
|
35,000
|
|
$
|
2,712,500
|
|
||||||||||||||||||||||||||||||||||||
Anthony J. Restel |
3/10/11 | (2) | 3,515 | - | $55.64 | 3/10/21 | 2/19/13 | (4) | 1,003 | $ | 77,733 | |||||||||||||||||||||||||||||||||
2/22/12 | (2) | 10,001 | - | $52.33 | 2/22/22 | 2/19/13 | (5) | 1,112 | $ | 86,209 | ||||||||||||||||||||||||||||||||||
2/19/13 | (2) | 2,727 | 682 | $52.36 | 2/19/23 | 2/20/15 | (6) | 1,292 | $ | 100,130 | ||||||||||||||||||||||||||||||||||
2/17/14 | (3) | 3,796 | - | $65.37 | 2/17/24 | 2/20/15 | (7) | 1,826 | $ | 141,515 | ||||||||||||||||||||||||||||||||||
2/20/15 | (3) | 2,746 | 1,373 | $62.57 | 2/20/25 | 2/20/15 | (9) | 461 | $ | 35,741 | ||||||||||||||||||||||||||||||||||
2/18/16 | (3) | 2,328 | 4,655 | $47.35 | 2/18/26 | 2/18/16 | (6) | 2,439 | $ | 189,023 | ||||||||||||||||||||||||||||||||||
2/15/17 | (3) | - | 2,715 | $85.60 | 2/15/27 | 2/18/16 | (8) | 7,578 | $ | 587,295 | ||||||||||||||||||||||||||||||||||
3/28/17 | (3) | - | 273 | $77.40 | 3/28/27 | 2/15/17 | (6) | 2,024 | $ | 156,860 | ||||||||||||||||||||||||||||||||||
2/15/17 | (8) | 4,104 | $ | 318,060 | ||||||||||||||||||||||||||||||||||||||||
3/28/17 | (6) | 203 | $ | 15,733 | ||||||||||||||||||||||||||||||||||||||||
3/28/17 | (8) | 413 | $ | 32,008 | ||||||||||||||||||||||||||||||||||||||||
|
8/1/17
|
(6)
|
|
20,000
|
|
$
|
1,550,000
|
|
||||||||||||||||||||||||||||||||||||
Fernando Perez-Hickman |
8/1/17 | (3) | - | 4,092 | $81.05 | 8/1/27 | 8/1/17 | (6) | 42,887 | $ | 3,323,743 | |||||||||||||||||||||||||||||||||
8/1/17 | (9) | 5,803 | $ | 449,733 |
|
|
2018 Proxy Statement 55 |
|
Executive Compensation
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date |
Number of Shares Underlying Unexercised Options (#) Exercisable |
Number of Shares Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
Grant Date |
Number of Shares or Units That Have Not Vested (#) |
Market Value of Shares That Have Not Vested |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
||||||||||||||||||||||||||||||||||
Michael J. Brown |
12/29/09 | (2) | 12,500 | - | $54.43 | 12/29/19 | 2/19/13 | (4) | 1,301 | $ | 100,828 | |||||||||||||||||||||||||||||||||
5/4/10 | (2) | 11,493 | - | $60.10 | 5/4/20 | 2/19/13 | (5) | 1,443 | $ | 111,823 | ||||||||||||||||||||||||||||||||||
3/10/11 | (2) | 7,988 | - | $55.64 | 3/10/21 | 2/20/15 | (6) | 1,740 | $ | 134,850 | ||||||||||||||||||||||||||||||||||
2/22/12 | (2) | 13,502 | - | $52.33 | 2/22/22 | 2/20/15 | (7) | 2,460 | $190,650 | |||||||||||||||||||||||||||||||||||
2/19/13 | (2) | 3,539 | 885 | $52.36 | 2/19/23 | 2/20/15 | (9) | 622 | $ 48,194 | |||||||||||||||||||||||||||||||||||
2/17/14 | (3) | 5,113 | - | $65.37 | 2/17/24 | 2/18/16 | (6) | 3,168 | $ | 245,520 | ||||||||||||||||||||||||||||||||||
2/20/15 | (3) | 3,699 | 1,849 | $62.57 | 2/20/25 | 2/18/16 | (8) | 9,842 | $762,755 | |||||||||||||||||||||||||||||||||||
2/18/16 | (3) | 3,023 | 6,046 | $47.35 | 2/18/26 | 2/15/17 | (6) | 2,629 | $ | 203,748 | ||||||||||||||||||||||||||||||||||
2/15/17 | (3) | - | 3,526 | $85.60 | 2/15/27 | 2/15/17 | (8) | 5,331 | $413,153 | |||||||||||||||||||||||||||||||||||
|
8/1/17
|
(6)
|
|
20,000
|
|
$
|
1,550,000
|
|
||||||||||||||||||||||||||||||||||||
Elizabeth A. Ardoin |
12/29/09 | (2) | 4,300 | - | $54.43 | 12/29/19 | 2/19/13 | (4) | 668 | $ | 51,770 | |||||||||||||||||||||||||||||||||
5/4/10 | (2) | 2,736 | - | $60.10 | 5/4/20 | 2/19/13 | (5) | 741 | $ | 57,416 | ||||||||||||||||||||||||||||||||||
3/10/11 | (2) | 1,369 | - | $55.64 | 3/10/21 | 2/20/15 | (6) | 809 | $ | 62,698 | ||||||||||||||||||||||||||||||||||
2/22/12 | (2) | 7,001 | - | $52.33 | 2/22/22 | 2/20/15 | (7) | 1,144 | $ 88,660 | |||||||||||||||||||||||||||||||||||
2/19/13 | (2) | 1,818 | 455 | $52.36 | 2/19/23 | 2/20/15 | (9) | 289 | $ 22,416 | |||||||||||||||||||||||||||||||||||
2/17/14 | (3) | 2,377 | - | $65.37 | 2/17/24 | 2/18/16 | (6) | 1,521 | $ | 117,878 | ||||||||||||||||||||||||||||||||||
2/20/15 | (3) | 1,719 | 860 | $62.57 | 2/20/25 | 2/18/16 | (8) | 4,723 | $366,033 | |||||||||||||||||||||||||||||||||||
2/18/16 | (3) | 1,451 | 2,902 | $47.35 | 2/18/26 | 2/15/17 | (6) | 1,262 | $ | 97,805 | ||||||||||||||||||||||||||||||||||
2/15/17 | (3) | - | 1,693 | $85.60 | 2/15/27 | 2/15/17 | (8) | 2,558 | $198,245 | |||||||||||||||||||||||||||||||||||
|
8/1/17
|
(6)
|
|
15,000
|
|
$
|
1,162,500
|
|
(1) | The fair market value of the Companys common stock at the end of the fiscal year was $77.50 per share. |
(2) | Options will vest equally in one-fifth increments on the first five anniversaries of the date of grant. |
(3) | Options will vest equally in one-third increments on the first three anniversaries of the date of grant. |
(4) | Restricted stock awards will vest in one-fifth increments over a five-year period commencing with the first anniversary of the date of grant. |
(5) | Phantom stock awards, including dividend equivalent units, will vest in one-fourth increments over a five-year period commencing with the second anniversary of the date of grant. |
(6) | Restricted stock awards will vest in one-third increments over a three-year period commencing with the first anniversary of the date of grant. |
(7) | Following the end of the three-year performance period, but prior to March 1, the Compensation Committee will determine the percentage of the target award value of the restricted share units that will vest, which will be between 0% and 200% of the target award value. Payout of the vested RSUs will be effective on March 1 of the year following the three year performance. Any remaining unvested RSUs will be immediately forfeited. |
(8) | Following the end of the three-year performance period, but prior to March 1, the Compensation Committee will determine the percentage of the target award value of the restricted share units that will vest, which will be between 0% and 250% of the target award value. Payout of the vested RSUs will be effective on March 1 of the year following the three year performance. Any remaining unvested RSUs will be immediately forfeited. |
(9) | Following the end of the one-year performance period, but prior to March 1, the Compensation Committee will determine the percentage of the target award Performance Units that will be eligible to vest, which will be between 0% and 100% of the target award Performance Units (the Actual Award). The Performance Units representing the difference between the target Performance Unit Award and the Actual Award will be immediately forfeited. The Actual Award units will vest over three years in equal installments on March 1st following the first and through the third anniversary of the grant date. |
56 |
|
2018 Proxy Statement |
Executive Compensation
Option Exercises and Stock Vested
The following table sets forth the amount realized by each Named Executive Officer as a result of the exercise of stock options and vesting of stock awards in 2017.
Option Awards | Stock Awards |
|||||||||||||||
Name | Number of (#) |
Value Realized on ($) |
Number of (#) |
Value Realized ($) |
||||||||||||
Daryl G. Byrd |
- | $ - | 37,985 | (1) | $ | 3,223,200 | (1) | |||||||||
Anthony J. Restel |
19,709 | $468,051 | 10,325 | (2) | $ | 876,410 | (2) | |||||||||
Fernando Perez-Hickman |
- | $ - | - | $ | - | |||||||||||
Michael J. Brown |
- | $ - | 13,748 | (3) | $ | 1,166,867 | (3) | |||||||||
Elizabeth A. Ardoin |
- | $ - | 6,658 | (4) | $ | 565,243 | (4) |
(1) | Includes 5,457 shares of phantom stock awards at a value of $465,872 and 4,032 performance units at a value of $337,897. |
(2) | Includes 1,633 shares of phantom stock awards at a value of $139,413 and 1,043 performance units at a value of $87,402. |
(3) | Includes 2,148 shares of phantom stock awards at a value of $183,359 and 1,403 performance units at a value of $117,554. |
(4) | Includes 1,107 shares of phantom stock awards at a value of $94,511 and 652 performance units at a value of $54,624. |
Non-Qualified Deferred Compensation
We offer directors and a select group of management and highly compensated key associates the right to participate in a Non-Qualified Deferred Compensation Plan. Participants may elect to defer up to 90% of their annual base salary or incentive compensation, including incentive bonuses, service bonuses, and commissions. The Plan allows for discretionary employer contributions. The investment options available under the Non-Qualified Deferred Compensation Plan are similar to those available under the Companys 401(k) plan. Earnings are credited to the account based on the performance of the investment options selected. Participants vest immediately in their deferrals. As a general rule, payment terms of deferred amounts and investment options are determined by the participant during enrollment and are subject to a deferral of at least two years, except under certain qualifying events, including the participants separation from service, a change in control, an unforeseeable emergency, or death. Payment shall be made in a single lump sum or, in the event of a separation from service after reaching age 65, disability, or scheduled in-service distribution, in equal annual installments over the period specified by the participant, not to exceed five years. The following table shows certain information for Named Executive Officers under the Corporations Non-Qualified Deferred Compensation Plan. Messrs. Byrd, Perez-Hickman, and Restel are the Named Executive Officers currently participating in the Companys Non-Qualified Deferred Compensation Plan.
Name | Executive Contributions in Last Fiscal Year ($) |
Registrant Contribution in Last Fiscal Year ($) |
Aggregate Earnings in Last Fiscal Year ($) |
Aggregate Withdrawals/ Distributions ($) |
Aggregate Balance at Last Fiscal Year End ($) |
|||||||||||||||
Daryl G. Byrd |
465,872 | (1) | 150,000 | (3) | (29,285 | ) | - | 3,131,535 | ||||||||||||
Anthony J. Restel |
126,934 | (2) | - | 99,445 | - | 785,043 | ||||||||||||||
Fernando Perez-Hickman |
- | 3,600,000 | (4) | 220,784 | - | 3,820,784 | ||||||||||||||
Michael J. Brown |
- | - | - | - | - | |||||||||||||||
Elizabeth A. Ardoin |
- | - | - | - | - |
(1) | Mr. Byrds contribution includes $465,872 from vested phantom stock payments. |
(2) | Mr. Restels contribution includes $75,385 of his 2017 base pay deferred and $51,549 of his bonus earned in 2016 as set forth in the Summary Compensation Table. |
(3) | Company contribution in 2017 attributable to 2016 service. The Companys contribution to the Non-Qualified Deferred Compensation Plan attributable to 2017 service was made after December 31, 2017 and is not reflected in the aggregate year-end balance for Mr. Byrd. These amounts are included in the All Other Compensation column of the Summary Compensation Table. |
(4) | The Companys contribution to the Non-Qualified Deferred Compensation Plan in 2017 is pursuant to Mr. Perez-Hickmans employment agreement effective July 11, 2017. See the Post Termination and Other Employment Arrangements section of Compensation Discussion and Analysis for more details regarding Mr. Perez-Hickmans employee agreement. |
|
|
2018 Proxy Statement 57 |
|
Executive Compensation
Equity Compensation Plan Information
The following table provides information concerning securities authorized for issuance under equity compensation plans, the weighted average price of such securities and the number of securities remaining available for future issuance, as of December 31, 2017.
Equity Compensation Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted- average exercise price of outstanding options, warrants and rights (1) |
Number of securities remaining and available for future issuance (2) |
|||||||||
Plans approved by shareholders |
1,264,582 | (3) | $58.23 | 1,602,890 | ||||||||
Plans not approved by shareholders |
991 | (4) | $62.96 | - | ||||||||
|
|
|
|
|
|
|||||||
Total |
1,265,573 | $58.24 | 1,602,890 |
(1) | Restricted stock shares were not included when calculating the weighted-average exercise price. |
(2) | Remaining shares available for issuance include 1,602,890 shares under the 2016 Stock Incentive Plan. Shares remaining to be issued subsequent to December 31, 2017 can be issued either as stock option grants or as restricted stock awards. Shares available for issuance will be reduced by one share for each stock option share granted and by two shares for every one share issued as a restricted stock award. |
(3) | Number of securities includes 662, 5,906, 207,843, and 364,796 shares of unvested restricted stock granted under the 2005 Incentive Compensation Plan, 2008 Incentive Compensation Plan, 2010 Stock Incentive Plan, and 2016 Stock Incentive Plan, respectively. |
(4) | Includes 246 shares available for issuance under the OMNI BANCSHARES, Inc. Amended and Restated Performance and Equity Incentive Plan, which was assumed by the Company in its acquisition of OMNI BANCSHARES, Inc. on June 1, 2011. Also includes 745 shares available for issuance under the Florida Gulf Bancorp, Inc. Officers and Employees Stock Option Plan, which was assumed by the Company in its acquisition of Florida Gulf Bancorp, Inc. on July 31, 2012. |
Potential Payments Upon Termination or Change in Control
The Company provides benefits to the Named Executive Officers upon certain terminations of employment from the Company. These benefits are in addition to the benefits to which the executives would be entitled upon a termination of employment generally (i.e., vested retirement benefits accrued as of the date of termination, stock awards that have vested as of the date of termination and the right to elect continued health coverage pursuant to COBRA). The incremental benefits payable to the executives are described below.
We have entered into Change in Control Severance Agreements with members of senior management, including each of our Named Executive Officers other than Mr. Byrd. Except for these agreements, and our broad-based severance policy, none of our Named Executive Officers, other than President and CEO Byrd and Vice Chairman and Director of Corporate Strategy Perez-Hickman, have employment agreements.
Mr. Byrds employment agreement requires payment of compensation and/or benefits under various termination of employment situations. In addition to change in control payments consistent with those of the other Named Executive Officers, if Mr. Byrds employment had been terminated at December 31, 2017, he would have been entitled to (i) a salary of $2,812,500 and benefits of $92,697, in the event of termination other than for Cause, death or disability, (ii) annual compensation of $1,125,000, benefits of $43,490, and any appropriate bonus as determined by the Compensation Committee, in the event of termination due to death, and (iii) $43,490 in benefits in the event of termination due to disability. These agreements are described more fully in the Compensation Discussion and Analysis section.
Mr. Perez-Hickmans employment agreement requires payment of compensation under various termination of employment situations. In addition to change in control payments under a separate agreement, if Mr. Perez-Hickmans employment had been terminated at December 31, 2017, he would have been entitled to (i) a retention bonus of $500,000, in the event of termination due to Just Cause within two years of the Sabadell United acquisition closing date, (ii) a salary of $1,300,000, annual bonus of $500,000, retention bonus of $500,000, and unvested stock awards totaling $3,773,476, in the event of termination without Just Cause, (iii) annual compensation of $1,300,000, annual bonuses totaling $1,000,000, retention bonus of $500,000, and unvested stock awards totaling $3,773,476, in the event of
58 |
|
2018 Proxy Statement |
Executive Compensation
termination due to death, (iv) annual bonus of $500,000, retention bonus of $500,000, and unvested stock awards totaling $3,773,476, in the event of termination due to disability, (v) annual compensation of $1,300,000, annual bonus of $500,000, retention bonus of $500,000, and unvested stock awards totaling $3,773,476, in the event of resignation with Good Reason within three years of the Sabadell United acquisition closing date, and (vi) retention bonus of $500,000, in the event of resignation without Good Reason within two years of the Sabadell United acquisition closing date. These agreements are described more fully in the Compensation Discussion and Analysis section.
In 2017, commencing as of the closing date of the Sabadell United acquisition, we entered into a Change in Control Severance Agreement with Fernando Perez-Hickman. The Change in Control Severance Agreement for Mr. Perez-Hickman provides for severance pay and benefits if within two years of a Change in Control Mr. Perez-Hickman resigns for Good Reason, as defined, or is terminated by the Company or its successor without Just Cause, as defined. The severance payment is equal to a lump sum cash payment in an amount equal to the sum of a pro rata bonus (unless entitled to a guarantee bonus payment) in an amount determined by multiplying (1) his target bonus for the year of termination or, the average of the annual bonuses awarded, if he does not have a target bonus, for the three fiscal years immediately preceding the date of termination; provided, however, that if he is not employed during each of the three most recently completed fiscal years, then the amount shall be the average of the annual bonuses awarded to him for each fiscal year he was eligible to receive a bonus, by (2) the fraction obtained by dividing the number of days in the year through the date of termination by 365, plus an amount equal to 2.5 times the sum of (x) his base salary in effect at termination and (y) a bonus amount determined as follows in the stated order of priority: (A) if applicable, his guarantee bonus, (B) if not entitled to a guarantee bonus, the target bonus for the year, (C) if he does not have a target bonus, the average of the annual bonuses awarded to him for the three most recently completed fiscal years, or (D) that if he is not employed during each of the three most recently completed fiscal years, then the amount shall be the average of the annual bonuses awarded to him for each fiscal year he was eligible to receive a bonus. In addition, he will receive a lump sum cash payment in an amount equal to the sum of the aggregate monthly premium that would be paid by him and the Company to obtain group health plan coverage plus the aggregate monthly premium that would be paid by him and the Company to obtain group term life insurance, multiplied by 36, less applicable withholding taxes.
Mr. Perez-Hickmans Change in Control severance agreement does not provide for a Section 280(g) gross up payment. The agreement stipulates that in the event severance benefits are subject to the excise tax under IRC Section 4999, the amount payable to him would be reduced to the 280G Maximum if the reduction would result in him receiving a greater after tax amount.
In 2000, we entered into a separate Change in Control Severance Agreement with Michael J. Brown providing for severance pay and benefits upon voluntary resignation within 30 days after a Change in Control of IBERIABANK Corporation, as defined, or if within three years of a Change in Control Mr. Brown resigns for Good Reason, as defined, or is terminated by the Company or its successor without Just Cause, as defined. In 2006, we amended and restated the 2005 Change in Control Severance Agreement with Anthony J. Restel, and in 2013, we amended and restated the 2005 Change in Control Severance Agreement with Elizabeth A. Ardoin. The severance payment is 100% in the case of Mr. Brown, Mr. Restel, and Mrs. Ardoin, of each individuals 280G Maximum, defined generally as 2.99 times their average compensation over the previous five years. In addition, each will be entitled to continued medical and life insurance benefits at the Companys expense for 39 months following termination of employment. We will also make the individual whole for any excise tax imposed by the Internal Revenue Code with respect to any payments under the agreement. Each of these agreements was amended in 2008 to comply with the deferred compensation requirements of Internal Revenue Code Section 409A.
|
|
2018 Proxy Statement 59 |
|
Executive Compensation
As of December 31, 2017, NEOs held unexercisable options to purchase common stock and unvested shares of restricted common stock, phantom stock, restricted share units and performance units listed in the Outstanding Equity Awards at Fiscal Year-End table.
Name | Cash Severance |
Stock Option Acceleration(1) |
Restricted Stock, Phantom Stock, RSUs and Performance Units Acceleration(2) |
Benefits(3) | Tax Payments(4) |
Total | ||||||||||||||||||
Daryl G. Byrd |
$ | 10,977,666 | $668,548 | $9,217,454 | $120,506 | $5,742,109 | $ | 26,726,283 | ||||||||||||||||
Anthony J. Restel |
$ | 4,245,427 | $178,020 | $3,290,307 | $ 89,590 | $2,242,870 | $ | 10,046,214 | ||||||||||||||||
Fernando Perez-Hickman |
$ | 3,429,725 | $ - | $3,773,476 | $ - | $ - | $ | 7,203,201 | ||||||||||||||||
Michael J. Brown |
$ | 5,626,893 | $232,141 | $3,761,521 | $101,418 | $2,870,355 | $ | 12,592,328 | ||||||||||||||||
Elizabeth A. Ardoin |
$ | 2,725,054 | $111,774 | $2,225,421 | $ 88,751 | $1,475,554 | $ | 6,626,554 |
(1) | Assumes the immediate vesting of all unvested in-the-money stock options and the associated cash proceeds resulting from a same day sale exercise of only those previously unvested stock options using the fair market value of our common stock at December 31, 2017, of $77.50. |
(2) | Assumes the immediate vesting of all unvested restricted and phantom stock, restricted share units and performance units upon a Change in Control using the fair market value of our common stock at December 31, 2017, of $77.50. |
(3) | Represents the cost to continue medical insurance, life insurance and other benefits for a period of 39 months following termination. |
(4) | Represents taxes associated with excess parachute payments. These taxes include any excise tax imposed under Section 4999 of the Internal Revenue Code as well as any federal, state or local tax resulting from the excise tax payment. |
CEO Pay Ratio
In August 2015 pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), the Securities and Exchange Commission (SEC) adopted a rule requiring annual disclosure of the ratio of the median associates annual total compensation to the total annual compensation of the principal executive officer (PEO).
Mr. Byrd, President and CEO, had 2017 annual total compensation of $7,677,640 as reflected in the Summary Compensation Table included in this Proxy Statement. Our median associates annual total compensation for 2017 was $59,313. The resulting ratio of our CEOs pay to the pay of our median associate for fiscal year 2017 is approximately 129:1. The resulting ratio, excluding the one-time special acquisition incentive referenced earlier in this Compensation Discussion and Analysis, is approximately 82:1.
We identified the median associate by examining the 2017 total cash compensation for all individuals, excluding the CEO, who were employed by us on October 2, 2017. We included all associates, whether employed on a full-time or part-time basis. We did not make any assumptions, adjustments, or estimates with respect to total cash compensation which, for purposes of this calculation, includes annualized base salary, annual cash bonus, incentives and commissions. We believe the use of total cash compensation for all associates is a consistently applied compensation measure because we do not widely distribute annual equity awards to associates.
After identifying the median associate based on total cash compensation, we calculated annual total compensation for such associate using the same methodology we use for our Named Executive Officers as set forth in the 2017 Summary Compensation Table included in this Proxy Statement.
60 |
|
2018 Proxy Statement |
The following table provides information concerning the fees earned and other compensation of the Board of Directors for the year ended December 31, 2017:
Name | Fees Earned or Paid in Cash ($) |
Stock Awards ($)(2) |
All Other Compensation ($) |
Total ($) |
||||||||||
William H. Fenstermaker |
86,581 | 93,900 | - | 180,481 | ||||||||||
Harry V. Barton, Jr. |
72,497 | (1) | 93,900 | - | 166,397 | |||||||||
E. Stewart Shea, III |
71,041 | 93,900 | - | 164,941 | ||||||||||
Elaine D. Abell |
71,041 | 93,900 | - | 164,941 | ||||||||||
Ernest P. Breaux, Jr. |
71,041 | 93,900 | - | 164,941 | ||||||||||
John N. Casbon |
71,041 | 93,900 | - | 164,941 | ||||||||||
Rick E. Maples |
69,791 | 93,900 | - | 163,691 | ||||||||||
Angus R. Cooper, II |
66,666 | 93,900 | - | 160,566 | ||||||||||
John E. Koerner, III |
66,666 | (1) | 93,900 | - | 160,566 | |||||||||
David H. Welch |
66,666 | 93,900 | - | 160,566 |
(1) | Amounts include monthly board member fees deferred under the Companys Non-qualified Deferred Compensation Plan. Mr. Barton and Mr. Koerner deferred $65,250 and $60,000, respectively, during 2017. |
(2) | Each outside director was granted 1,200 shares of restricted stock on June 1, 2017 with a grant date fair value of $78.25 per share. Awards become vested and non-forfeitable on the first anniversary from the date of the award. At December 31, 2017, all directors had 1,200 shares of unvested restricted stock outstanding. |
|
|
2018 Proxy Statement 61 |
|
The following table sets forth the name of each current executive officer and the principal position he or she holds.
Name | Age | Position | ||||
Daryl G. Byrd |
63 | President and Chief Executive Officer | ||||
Anthony J. Restel |
48 | Vice Chairman and Chief Financial Officer | ||||
Fernando Perez-Hickman |
51 | Vice Chairman and Director of Corporate Strategy | ||||
Michael J. Brown |
54 | Vice Chairman and Chief Operating Officer | ||||
Elizabeth A. Ardoin |
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49 |
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Senior Executive Vice President and Director of Communications, Corporate Real Estate, and Human Resources | ||
Terry L. Akins |
54 | Senior Executive Vice President and Chief Risk Officer | ||||
Robert M. Kottler |
59 | Executive Vice President and Director of Retail, Small Business and Mortgage | ||||
H. Spurgeon Mackie, Jr. |
67 | Executive Vice President and Chief Credit Officer | ||||
Jefferson G. Parker |
65 | Vice Chairman and Director of Capital Markets and Investor Relations | ||||
M. Scott Price |
40 | Executive Vice President, Corporate Controller and Chief Accounting Officer | ||||
Monica Sylvain |
49 | Executive Vice President and Chief Diversity Officer | ||||
Robert B. Worley, Jr. |
58 | Executive Vice President, General Counsel and Corporate Secretary | ||||
Nicolas Young |
41 | Executive Vice President and Deputy Chief Credit Officer |
62 |
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2018 Proxy Statement |
Executive Officers
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2018 Proxy Statement 63 |
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Certain Transactions
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2018 Proxy Statement 65 |
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Management is not aware of any business to come before the Annual Meeting other than the matters described above in this Proxy Statement. However, if any other matters should properly come before the Annual Meeting as to which proxies in the accompanying form confers discretionary authority the persons named therein will vote such proxies as determined by a majority of the Board of Directors.
A COPY OF THE COMPANYS ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2017, AS FILED WITH THE SEC, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, IBERIABANK CORPORATION, 200 WEST CONGRESS STREET, 12TH FLOOR, LAFAYETTE, LOUISIANA 70501.
By Order of the Board of Directors
Robert B. Worley, Jr.
Secretary
Lafayette, Louisiana
April 9, 2018
Important Notice Regarding the Availability of Proxy Materials for the
2018 Annual Meeting of Shareholders to be held on May 9, 2018
This Notice and Proxy Statement, the Companys 2017 Annual Report to Shareholders and the Companys
Annual Report on Form 10-K for the year ended December 31, 2017, are available electronically at
http://www.iberiabank.com/globalassets/proxy-2018.pdf
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2018 Proxy Statement 67 |
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Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on May 9, 2018. | ||||||
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Vote by Internet
Go to www.investorvote.com/IBKC
Or scan the QR code with your smartphone
Follow the steps outlined on the secure website | |||||
Vote by telephone
Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
Follow the instructions provided by the recorded message |
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. | ☒ |
q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
A | Proposal | The Board of Directors recommends a vote FOR Proposals 1, 2 and 3 listed hereon. | ||||||||||||||
1. Election of Directors: Nominees for a three-year term expiring in 2021: |
01 - Ernest P. Breaux, Jr. | 02 - Daryl G. Byrd | 03 - John N. Casbon | 04 - John E. Koerner III |
☐ | Mark here to vote FOR all nominees |
☐ | Mark here to WITHHOLD vote from all nominees |
☐ | For All EXCEPT - To withhold authority to vote for any nominee(s), write the name(s) of such nominee(s) below. | |||||||||
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For | Against |
Abstain |
For | Against | Abstain | |||||||||||||
2. Ratification of the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2018. |
☐ | ☐ | ☐ | 3. Approval, on an advisory basis, of the compensation of the Named Executive Officers. |
☐ | ☐ | ☐ | |||||||||||
Note: Such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
B | Non-Voting Items |
Change of Address Please print your new address below. | Comments Please print your comments below. | Meeting Attendance | ||||||||||||
Mark the box to the right if you plan to attend the Annual Meeting. |
☐ |
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| |||||||||||
C | Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below | |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
|
Date (mm/dd/yyyy) Please print date below. | Signature 1 Please keep signature within the box. | Signature 2 Please keep signature within the box. | ||||||||
/ / |
02S8AB
Annual Meeting Admission Ticket
Annual Meeting of
IBERIABANK Corporation Shareholders
May 9, 2018, 4:00 PM, Central Time
Windsor Court Hotel
300 Gravier Street
New Orleans, Louisiana 70130
Upon arrival, please present this admission ticket
and photo identification at the registration desk.
q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Proxy IBERIABANK Corporation |
Notice of Annual Meeting of Shareholders
Proxy Solicited by Board of Directors for Annual Meeting May 9, 2018
E. Stewart Shea, III and Rick E. Maples, or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of IBERIABANK Corporation to be held on May 9, 2018 or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted as specified. If no such directions are indicated, this proxy will be voted FOR Proposals 1, 2 and 3. If any other business is presented as to which this proxy confers discretionary authority, this proxy will be voted as determined by a majority of the Board of Directors. You may revoke this proxy at any time before the time it is voted at the Annual Meeting.
(Items to be voted appear on reverse side.) |
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. |
☒ |
q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
A | Proposal The Board of Directors recommends a vote FOR Proposals 1, 2 and 3 listed hereon. |
1. |
Election of Directors: |
+ | ||||||||||||||||
Nominees for a three-year term expiring in 2021: | ||||||||||||||||||
01 - Ernest P. Breaux, Jr. 02 - Daryl G. Byrd 03 - John N. Casbon 04 - John E. Koerner III |
||||||||||||||||||
☐ | Mark here to vote FOR all nominee |
☐ | Mark here to WITHHOLD vote from all nominees |
☐ | For All EXCEPT - To withhold authority to vote for any nominee(s), write the name(s) of such nominee(s) below. | |||||||||||||
|
For | Against | Abstain | For | Against | Abstain | |||||||||||||
2. Ratification of the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2018. |
☐ | ☐ | ☐ | 3. Approval, on an advisory basis, of the compensation of the Named Executive Officers. |
☐ | ☐ | ☐ | |||||||||||
Note: Such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
B | Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. |
Date (mm/dd/yyyy) Please print date below. | Signature 1 Please keep signature within the box. | Signature 2 Please keep signature within the box. | ||||||
/ / |
02S8BB
q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Proxy IBERIABANK Corporation
Notice of Annual Meeting of Shareholders
Proxy Solicited by Board of Directors for Annual Meeting May 9, 2018
E. Stewart Shea, III and Rick E. Maples, or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of IBERIABANK Corporation to be held on May 9, 2018 or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted as specified. If no such directions are indicated, this proxy will be voted FOR Proposals 1, 2 and 3. If any other business is presented as to which this proxy confers discretionary authority, this proxy will be voted as determined by a majority of the Board of Directors. You may revoke this proxy at any time before the time it is voted at the Annual Meeting.
(Items to be voted appear on reverse side.)
Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your Authorization Form, you may choose one of the voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Authorizations submitted by the Internet or telephone must be received by 5:00 p.m., Central Time, on May 4, 2018. | ||||||
|
Vote by Internet
Go to www.investorvote.com/IBKC
Or scan the QR code with your smartphone
Follow the steps outlined on the secure website | |||||
Vote by telephone
Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
Follow the instructions provided by the recorded message |
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. | ☒ |
q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
A | Proposal | The Board of Directors recommends a vote FOR Proposals 1, 2 and 3 listed hereon. | ||||||||||||||
1. Election of Directors: Nominees for a three-year term expiring in 2021: |
01 - Ernest P. Breaux, Jr. | 02 - Daryl G. Byrd | 03 - John N. Casbon | 04 - John E. Koerner III |
☐ | Mark here to vote FOR all nominees |
☐ | Mark here to WITHHOLD vote from all nominees |
☐ | For All EXCEPT - To withhold authority to vote for any nominee(s), write the name(s) of such nominee(s) below. | |||||||||
|
For | Against |
Abstain |
For | Against | Abstain | |||||||||||||
2. Ratification of the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2018. |
☐ | ☐ | ☐ | 3. Approval, on an advisory basis, of the compensation of the Named Executive Officers. |
☐ | ☐ | ☐ | |||||||||||
Note: Such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
B | Non-Voting Items |
Change of Address Please print your new address below. | Comments Please print your comments below. | Meeting Attendance | ||||||||||||
Mark the box to the right if you plan to attend the Annual Meeting. |
☐ |
|
| |||||||||||
C | Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below | |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
|
Date (mm/dd/yyyy) Please print date below. | Signature 1 Please keep signature within the box. | Signature 2 Please keep signature within the box. | ||||||||
/ / |
02S8CD
q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Authorization IBERIABANK CORPORATION RETIREMENT SAVINGS PLAN
EMPLOYEE STOCK OWNERSHIP VOTE AUTHORIZATION FORM
Solicited on behalf of the Trustee of the IBERIABANK Corporation Retirement Savings Plan
I understand that I have the right to direct the IBERIABANK Corporation Retirement Savings Plan (the Plan) trustee (the Trustee) to vote my proportionate interest in the common stock of IBERIABANK Corporation held in my Plan accounts. I have been advised that my voting instructions are solicited for the Annual Meeting of Shareholders of IBERIABANK Corporation to be held at the Windsor Court Hotel, 300 Gravier Street, New Orleans, Louisiana on Wednesday, May 9, 2018, at 4:00 p.m., Central Time, or an adjournment or postponement thereof (the Annual Meeting).
I hereby direct the Trustee to vote my shares as follows:
If any other business is brought before the Annual Meeting, this form will be voted by the Trustee in a manner intended to represent the best interest of participants and beneficiaries of the Plan. At the present time, the Company knows of no other business to be brought before the Annual Meeting.
The Trustee is hereby authorized and directed to vote my proportionate interest in the common stock of IBERIABANK Corporation in my Plan account as indicated above. If I do not return this form in a timely manner, no instruction is specified or the form is returned signed without instruction, shares representing my interest in the Plan will be voted in proportion to the manner in which other participants have voted their interests, subject to the determination that such a vote is for the exclusive benefit of Plan participants and beneficiaries.
I understand that my voting instructions will be kept confidential. I acknowledge receipt of the Notice of Annual Meeting and Annual Meeting Proxy Statement, dated April 9, 2018. If you have any questions regarding your vote authorization, please contact Human Resources at (337) 521-4041.
IBERIABANK CORPORATION
CONFIDENTIAL IBERIABANK CORPORATION RETIREMENT SAVINGS PLAN
VOTING INSTRUCTIONS
SOLICITED ON BEHALF OF THE TRUSTEE OF THE IBERIABANK CORPORATION RETIREMENT SAVINGS PLAN
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 9, 2018
Shares of common stock of IBERIABANK Corporation (the Company) are held by the Retirement Savings Plan (the Plan) in the participants accounts. In accordance with the Plans documents, shares of the Companys common stock held by the Plan are eligible to be counted toward the shareholder vote at the Companys Annual Meeting of Shareholders to be held at the Windsor Court Hotel, 300 Gravier Street, New Orleans, Louisiana, on Wednesday, May 9, 2018, at 4:00 p.m., local time (the Meeting). Therefore, as a participant in the Plan with an investment in shares of Company common stock as of March 21, 2018, the record date for the Meeting, you are eligible to direct the vote of your proportionate share of the Company common stock held in the Plan.
The 2018 Annual Meeting Proxy Statement of the Company is available at http://ir.iberiabank.com.
The Prudential Bank & Trust, FSB is the trustee of the Retirement Savings Plan. The Trustee is directed to vote those shares of the Company common stock held in the Plan proportionately in accordance with the timely voting instructions it receives from participants. The Company has retained Computershare as its agent to receive the Plan Vote Authorization Forms completed by participants in the Plan and to tabulate the results.
The Trustee is forwarding the Confidential Plan Voting Instructions and Plan Vote Authorization Form so that you may convey your individual voting instructions to the Trustee on the matters to be considered and voted upon at the Meeting and on such other business as may properly come before the Meeting or any adjournment thereof. The Company is not aware of any business to be brought before the Meeting other than as set forth in the accompanying proxy statement. Your individual vote will not be revealed to the Company. In order to direct the voting of your proportionate share of the Company common stock held in the Plan, your vote must be received by Computershare by 5:00 p.m., Central Time, on May 4, 2018. You can vote electronically by following the instructions on the enclosed Plan Vote Authorization Form or you can sign, date, and mail the enclosed Plan Vote Authorization Form to Computershare, the voting tabulator, at the following address: Computershare, P.O. Box 505000, Louisville, KY 40233.
Your vote and the votes of other participants will be tallied by Computershare and the results provided to the Trustee who will:
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1. |
vote the shares held in the Plan on the proposals specified on the Plan Vote Authorization Form, based on the timely voting instructions they have received from participants; and | |||
2. |
vote the shares as to which participants have not given timely instructions in the same proportion as the shares for which they have received timely voting instructions to vote, so long as such vote is solely in the interests of the participants and beneficiaries and in accordance with the requirements of the Employee Retirement Income Security Act of 1974, as amended. The effect of the foregoing procedure is that all shares of the Company common stock held in the Plan will be voted on the proposals specified on the Plan Vote Authorization Form in the same proportion as the votes timely received from participants | |||
If you have any questions regarding these Voting Instructions, please contact Human Resources at (337) 521-4041. | ||||
02S8DF |