by Gwen Moritz
Posted 2/26/2014 11:08 am
Updated 2 weeks ago
George Gleason, chairman, CEO and largest shareholder of Bank of the Ozarks Inc., was paid $4.3 million in total compensation last year and realized an additional $3.8 million by exercising stock options.
Gleason's compensation was disclosed in the company's annual proxy statement, which was filed Tuesday. The filing announced that the company's annual shareholders meeting will be held at 8:30 a.m. on May 19 at the corporate office at 17901 Chenal Parkway in Little Rock.
Shareholders are being asked to more than double the maximum number of shares of stock that the company can issue and to allow the board more flexibility in setting the size of the board of directors.
Increasing the maximum number of shares from 51 million to 125 million is needed, according to the board, in order to facilitate stock purchases of acquisition targets, including the previously announced purchase of Summit Bancorp of Arkadelphia.
"[T]he company currently has no definitive plans, understanding, agreements or arrangements concerning the issuance of the remaining authorized by unissued shares of Common Stock or any newly authorized shares of Common Stock if [the proposal] is approved by Shareholders," according to the proxy.
Having the ability to issue additional shares would also give the company flexibility in fending off a hostile takeover, the company said.
Another proposal would allow the board to expand the board from its current size of 15 to as many as 20 members. Ross Whipple, chairman and CEO of Summit Bancorp, is expected to join the Bank of the Ozarks board when that acquisition closes in late May or early June.
Gleason's compensation increased by more than $825,000 last year, mainly due to a $505,000 increase in his base salary to $1.73 million.
The compensation packages for four other named executive officers were also disclosed in the proxy:
- CFO Greg McKinney received total compensation of $864,237, including base pay of $368,077. That was up almost $200,000 from 2012. He realized an additional $533,911 by exercising stock options in 2013.
- Chief Lending Officer Dan Thomas received total compensation of $1.96 million, including a salary of $1.24 million. His total compensation increased by more than $500,000 from 2012. He did not exercise stock options in 2013
- Tyler Vance, chief operating officer and chief banking officer, received total compensation of $863,083, including a base salary of $366,923. That compared with total compensation just under $600,000 in 2012. He realized $169,268 by exercising stock options.
- Darrel Russell, chief credit officer, received total compensation of $500,802, including a base salary of $252,308. That was up from $456,749 in 2012. Russell realized an additional $544,784 by exercising stock options last year.