STELLAR BANCORP, INC., DEF 14A filed on 4/29/2024
Proxy Statement (definitive)
v3.24.1.u1
Cover
 12 Months Ended
Dec. 31, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Stellar Bancorp, Inc.
Entity Central Index Key 0001473844
v3.24.1.u1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE TABLE
In accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K (the “Pay Versus Performance Rule”), we are providing the following information about the relationships between the compensation actually paid to our named executive officers and company performance.
The following table sets forth information concerning the compensation of our Chief Executive Officer and our other named executive officers for each of the 2023, 2022, 2021 and 2020 fiscal years:
​ ​ ​
Summary
Compensation
Table Total
for CEO(1)
​ ​
Compensation
Actually Paid
to CEO(1)(3)
​ ​
Average
Summary
Compensation
Table for
Non-CEO
Named
Executive
Officers(2)
​ ​
Average
Compensation
Actually
Paid
to Non-CEO
Named
Executive
Officers(2)(3)
​ ​
Value of Initial Fixed
$100 Investment Based On:
​ ​
Net Income
($ Millions)
​ ​
Company
Selected
Measure:
Earnings
Per Share
($)
​
Year
​ ​
Total
Shareholder
Return(4)
​ ​
Peer Group
Total
Shareholder
Return(5)
​
2023
​ ​ ​ $ 2,395,804 ​ ​ ​ ​ $ 2,486,133 ​ ​ ​ ​ $ 1,271,492 ​ ​ ​ ​ $ 1,319,147 ​ ​ ​ ​ $ 96.64 ​ ​ ​ ​ $ 114.99 ​ ​ ​ ​ $ 130.5 ​ ​ ​ ​ $ 2.45 ​ ​
2022
​ ​ ​ $ 3,492,506 ​ ​ ​ ​ $ 3,124,239 ​ ​ ​ ​ $ 1,165,405 ​ ​ ​ ​ $ 1,074,976 ​ ​ ​ ​ $ 100.17 ​ ​ ​ ​ $ 90.81 ​ ​ ​ ​ $ 51.4 ​ ​ ​ ​ $ 1.48 ​ ​
2021
​ ​ ​ $ 1,747,942 ​ ​ ​ ​ $ 1,793,633 ​ ​ ​ ​ $ 655,068 ​ ​ ​ ​ $ 683,648 ​ ​ ​ ​ $ 96.87 ​ ​ ​ ​ $ 128.27 ​ ​ ​ ​ $ 81.6 ​ ​ ​ ​ $ 2.85 ​ ​
2020
​ ​ ​ $ 1,474,092 ​ ​ ​ ​ $ 1,424,283 ​ ​ ​ ​ $ 679,635 ​ ​ ​ ​ $ 653,648 ​ ​ ​ ​ $ 83.67 ​ ​ ​ ​ $ 107.54 ​ ​ ​ ​ $ 26.4 ​ ​ ​ ​ $ 1.57 ​ ​
​
(1)
Amounts reported are for Robert R. Franklin, Jr., who served as our Chief Executive Officer during each of the applicable fiscal years.
​
(2)
Our non-CEO named executive officers (our “Non-CEO Named Executive Officers”) were (a) Paul P Egge, Steven F. Retzloff, Ramon A. Vitulli, III, and Justin Long for 2023, (b) Paul P Egge, Robert T. Pigott, Jr., Steven F. Retzloff, Ramon A. Vitulli, III, and Travis Jaggers for 2022; and (c) Robert T. Pigott and J. Pat Parsons for 2021 and 2020.
​
(3)
Amounts in these columns show the “Compensation Actually Paid,” as calculated in accordance with the methodology prescribed by the Pay Versus Performance Rule. The table below provides the adjustments to the Summary Compensation Table total compensation to arrive at the Compensation Actually Paid to our CEO and the average Compensation Actually Paid to our Non-CEO Named Executive Officers for the fiscal year ended December 31, 2023.
​
​ ​ ​
2023
​
​ ​ ​
CEO
​ ​
Non-CEO
NEOs
(Average)
​
Summary Compensation Total
​ ​ ​ $ 2,395,804 ​ ​ ​ ​ $ 1,271,492 ​ ​
Adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY
​ ​ ​ $ (1,001,514) ​ ​ ​ ​ $ (492,871) ​ ​
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY
that Remain Unvested as of Applicable FY End, determined as of Applicable
FY End
​ ​ ​ $ 940,041 ​ ​ ​ ​ $ 442,449 ​ ​
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY
that Vested during Applicable FY, determined as of Vesting Date
​ ​ ​ ​ __ ​ ​ ​ ​ $ 116,027 ​ ​
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End
​ ​ ​ $ 210,780 ​ ​ ​ ​ $ 40,013 ​ ​
Increase/deduction for Awards Granted during Prior FY that Vested During
Applicable FY, determined based on change in ASC 718 Fair Value from Prior
FY End to Vesting Date
​ ​ ​ $ (58,978) ​ ​ ​ ​ $ (57,964) ​ ​
Total Adjustments
​ ​ ​ $ 90,329 ​ ​ ​ ​ $ 47,655 ​ ​
Total Compensation Actually Paid
​ ​ ​ $ 2,486,133 ​ ​ ​ ​ $ 1,319,147 ​ ​
For purposes of the foregoing adjustments, the value of equity awards was determined as follows: (i) for RSAs, $27.84, which was the closing price of our common stock on December 29, 2023, the last trading day of fiscal 2023, or, in the case of vesting RSAs, the closing price of our common stock on the applicable vesting date; and (ii) for the PSAs that were unvested as of December 31, 2023, the fair value as of December 31, 2023, was determined by an outside professional valuation consultant to be the fair value per share (at target) using a Monte-Carlo simulation model.
(4)
Our total shareholder return is calculated, for each fiscal year, as the cumulative total shareholder return on our common stock from January 1, 2020, through the last day of the applicable fiscal year, assuming that $100 was invested beginning January 1, 2020. Amounts shown include reinvestment of dividends on the Company’s common stock.
​
(5)
Peer TSR reflects the TSR of the Nasdaq Bank Index, the industry peer group reported in the Company’s Stock Performance Group in the 2023 Annual Report on Form 10-K.
​
      
Company Selected Measure Name Earnings Per Share      
Named Executive Officers, Footnote
(1)
Amounts reported are for Robert R. Franklin, Jr., who served as our Chief Executive Officer during each of the applicable fiscal years.
​
(2)
Our non-CEO named executive officers (our “Non-CEO Named Executive Officers”) were (a) Paul P Egge, Steven F. Retzloff, Ramon A. Vitulli, III, and Justin Long for 2023, (b) Paul P Egge, Robert T. Pigott, Jr., Steven F. Retzloff, Ramon A. Vitulli, III, and Travis Jaggers for 2022; and (c) Robert T. Pigott and J. Pat Parsons for 2021 and 2020.
     
Peer Group Issuers, Footnote
(5)
Peer TSR reflects the TSR of the Nasdaq Bank Index, the industry peer group reported in the Company’s Stock Performance Group in the 2023 Annual Report on Form 10-K.
     
PEO Total Compensation Amount $ 2,395,804 $ 3,492,506 $ 1,747,942 $ 1,474,092
PEO Actually Paid Compensation Amount $ 2,486,133 3,124,239 1,793,633 1,424,283
Adjustment To PEO Compensation, Footnote
(3)
Amounts in these columns show the “Compensation Actually Paid,” as calculated in accordance with the methodology prescribed by the Pay Versus Performance Rule. The table below provides the adjustments to the Summary Compensation Table total compensation to arrive at the Compensation Actually Paid to our CEO and the average Compensation Actually Paid to our Non-CEO Named Executive Officers for the fiscal year ended December 31, 2023.
​
​ ​ ​
2023
​
​ ​ ​
CEO
​ ​
Non-CEO
NEOs
(Average)
​
Summary Compensation Total
​ ​ ​ $ 2,395,804 ​ ​ ​ ​ $ 1,271,492 ​ ​
Adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY
​ ​ ​ $ (1,001,514) ​ ​ ​ ​ $ (492,871) ​ ​
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY
that Remain Unvested as of Applicable FY End, determined as of Applicable
FY End
​ ​ ​ $ 940,041 ​ ​ ​ ​ $ 442,449 ​ ​
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY
that Vested during Applicable FY, determined as of Vesting Date
​ ​ ​ ​ __ ​ ​ ​ ​ $ 116,027 ​ ​
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End
​ ​ ​ $ 210,780 ​ ​ ​ ​ $ 40,013 ​ ​
Increase/deduction for Awards Granted during Prior FY that Vested During
Applicable FY, determined based on change in ASC 718 Fair Value from Prior
FY End to Vesting Date
​ ​ ​ $ (58,978) ​ ​ ​ ​ $ (57,964) ​ ​
Total Adjustments
​ ​ ​ $ 90,329 ​ ​ ​ ​ $ 47,655 ​ ​
Total Compensation Actually Paid
​ ​ ​ $ 2,486,133 ​ ​ ​ ​ $ 1,319,147 ​ ​
For purposes of the foregoing adjustments, the value of equity awards was determined as follows: (i) for RSAs, $27.84, which was the closing price of our common stock on December 29, 2023, the last trading day of fiscal 2023, or, in the case of vesting RSAs, the closing price of our common stock on the applicable vesting date; and (ii) for the PSAs that were unvested as of December 31, 2023, the fair value as of December 31, 2023, was determined by an outside professional valuation consultant to be the fair value per share (at target) using a Monte-Carlo simulation model.
     
Non-PEO NEO Average Total Compensation Amount $ 1,271,492 1,165,405 655,068 679,635
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,319,147 1,074,976 683,648 653,648
Adjustment to Non-PEO NEO Compensation Footnote
(3)
Amounts in these columns show the “Compensation Actually Paid,” as calculated in accordance with the methodology prescribed by the Pay Versus Performance Rule. The table below provides the adjustments to the Summary Compensation Table total compensation to arrive at the Compensation Actually Paid to our CEO and the average Compensation Actually Paid to our Non-CEO Named Executive Officers for the fiscal year ended December 31, 2023.
​
​ ​ ​
2023
​
​ ​ ​
CEO
​ ​
Non-CEO
NEOs
(Average)
​
Summary Compensation Total
​ ​ ​ $ 2,395,804 ​ ​ ​ ​ $ 1,271,492 ​ ​
Adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY
​ ​ ​ $ (1,001,514) ​ ​ ​ ​ $ (492,871) ​ ​
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY
that Remain Unvested as of Applicable FY End, determined as of Applicable
FY End
​ ​ ​ $ 940,041 ​ ​ ​ ​ $ 442,449 ​ ​
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY
that Vested during Applicable FY, determined as of Vesting Date
​ ​ ​ ​ __ ​ ​ ​ ​ $ 116,027 ​ ​
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End
​ ​ ​ $ 210,780 ​ ​ ​ ​ $ 40,013 ​ ​
Increase/deduction for Awards Granted during Prior FY that Vested During
Applicable FY, determined based on change in ASC 718 Fair Value from Prior
FY End to Vesting Date
​ ​ ​ $ (58,978) ​ ​ ​ ​ $ (57,964) ​ ​
Total Adjustments
​ ​ ​ $ 90,329 ​ ​ ​ ​ $ 47,655 ​ ​
Total Compensation Actually Paid
​ ​ ​ $ 2,486,133 ​ ​ ​ ​ $ 1,319,147 ​ ​
For purposes of the foregoing adjustments, the value of equity awards was determined as follows: (i) for RSAs, $27.84, which was the closing price of our common stock on December 29, 2023, the last trading day of fiscal 2023, or, in the case of vesting RSAs, the closing price of our common stock on the applicable vesting date; and (ii) for the PSAs that were unvested as of December 31, 2023, the fair value as of December 31, 2023, was determined by an outside professional valuation consultant to be the fair value per share (at target) using a Monte-Carlo simulation model.
     
Compensation Actually Paid vs. Total Shareholder Return
[MISSING IMAGE: bc_tsr-4c.jpg]
     
Compensation Actually Paid vs. Net Income
[MISSING IMAGE: bc_netincome-4c.jpg]
     
Compensation Actually Paid vs. Company Selected Measure
[MISSING IMAGE: bc_gaapearning-4c.jpg]
     
Total Shareholder Return Vs Peer Group [MISSING IMAGE: bc_tsr-4c.jpg]      
Tabular List, Table
​
Other Financial Performance Measures
​
​
Earnings Per Share
​
​
Relative Return on Average Assets (“ROAA”)
​
​
Relative Return on Average Common Equity (“ROACE”)
​
​
Relative Return on Average Tangible Common Equity (“ROATCE”)
​
     
Total Shareholder Return Amount $ 96.64 100.17 96.87 83.67
Peer Group Total Shareholder Return Amount 114.99 90.81 128.27 107.54
Net Income (Loss) $ 130,500,000 $ 51,400,000 $ 81,600,000 $ 26,400,000
Company Selected Measure Amount | $ / shares 2.45 1.48 2.85 1.57
PEO Name Robert R. Franklin, Jr.      
Measure:: 1        
Pay vs Performance Disclosure        
Name Earnings Per Share      
Measure:: 2        
Pay vs Performance Disclosure        
Name Relative Return on Average Assets (“ROAA”)      
Measure:: 3        
Pay vs Performance Disclosure        
Name Relative Return on Average Common Equity (“ROACE”)      
Measure:: 4        
Pay vs Performance Disclosure        
Name Relative Return on Average Tangible Common Equity (“ROATCE”)      
PEO | Total Net Adjustments For Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 90,329      
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,001,514)      
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 940,041      
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 210,780      
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (58,978)      
Non-PEO NEO | Total Net Adjustments For Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 47,655      
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (492,871)      
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 442,449      
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 116,027      
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 40,013      
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (57,964)