DEF 14A of Colony Bankcorp Inc, Apr 11, 2024

DEF 14A of Colony Bankcorp Inc

Filed Apr 11, 2024 · FY20230000711669-24-000054

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors consists of ten members, eight of whom are non-employee directors. The Company’s Amended and Restated Bylaws provide that the Board of Directors shall consist of not less than three nor more than 25 persons, with the exact number to be fixed and determined from time to time by resolution of the Board of Directors, or by resolution of the shareholders at any annual or special meeting of shareholders. Our Board of Directors also serves as the Board of Directors of the Bank. The Board of Directors has voted that the Board consist of eight members for the Company’s 2024 fiscal year. The Nominating Committee, consisting of independent directors Edward P. Loomis, Jr., Meagan M. Mowry, Matthew D. Reed and Harold Wyatt, III, recommended to the full Board a slate of directors for consideration in the shareholders proxy for the Annual Meeting. The Board of Directors, based on the Nominating Committee recommendations, has nominated the following persons for submission to the shareholders for election for a one-year term expiring at the 2025 annual meeting: Scott L. Downing Mark H. Massee T. Heath Fountain Meagan M. Mowry Audrey D. Hollingsworth Matthew D. Reed Edward P. Loomis, Jr. Brian D. Schmitt Each of the nominees is currently a director. The Board of Directors unanimously recommends that you vote “FOR” each of the eight nominees named above to the Board of Directors. Each of the nominees has consented to serve if elected. If any nominee should be unavailable to serve for any reason, the Board may designate a substitute nominee (in which event the persons named as proxies will vote the shares represented by all valid proxy cards for the election of such substitute nominee), allow the vacancy to remain open until a suitable candidate is located, or reduce the number of directors. Set forth below is information as of March 22, 2024 about each of the director nominees, including his or her name, age, experience and qualifications, each of the positions and offices he or she holds with the Company, his or her term of office as a director, and all periods during which he or she has served as a director of the Company. Each director's beneficial ownership of Company common stock is set forth in the table under the section "Stock Ownership" in this proxy statement. As currently comprised, the Board of Directors is a diverse group of individuals who are drawn from various market sectors and industry groups with a presence in the Bank's markets. Board members are individuals with knowledge and experience who serve and represent the Company's geographic footprint throughout the counties and communities served. Current board representation by outside directors demonstrates a background in banking, local government, construction and small business ownership, with the expertise of these individuals covering a broad array of skills including corporate management, human resource management, strategic planning, business acquisitions, and small business operations. In addition, generational attributes further broaden the diversity of the full board.

  2. Directors and Nominees

    Directors and Nominees Scott L. Downing. Mr. Downing, age 53, is the President of SDI Investments and President of Lowell Packing Company. He has served as President of SDI Investments since 2005 and as an officer of Lowell Packaging Company since 1997. Mr. Downing presently is involved with managing family investments. He is very active in community affairs and currently serves as Chairman of the Dorminy Medical Center Foundation. Mr. Downing has also served as Ben Hill County Commissioner and Chairman of the ACCG policy committee for Economic Development and Transportation. He previously served as a Director of the Colony Bank Fitzgerald charter until the Merger in 2008 and has served as a community board member of the Colony Bank Fitzgerald office since 2008. Mr. Downing graduated from Georgia Southern University with a BBA in Management. Mr. Downing has been a Director of the Company since January 2012. The Board of Directors believes that Mr. Downing’s broad business background dealing with regulatory issues and bank board experience will provide invaluable expertise in oversight and setting policy for the Company and will make him an excellent candidate for Director of the Company. T. Heath Fountain. Mr. Fountain, age 48, has served as Chief Executive Officer of the Company since July 2018. He is responsible for providing strategic leadership by working with the Board of Directors and the senior management team to establish long-term goals, growth strategies, and processes and procedures for the Company and the Bank. Mr. Fountain’s primary objective is to ensure the Bank’s affairs are carried out competently, ethically, in accordance with the law, and in the best interest of employees, customers, and shareholders. Mr. Fountain also served as Acting Chief Financial Officer from January 2023 until January 2024 and President of the Company from July 2018 until September 2022. Mr. Fountain is an experienced executive officer and has numerous years of experience in the banking industry and brings significant public-company experience and market-area knowledge to the position. From 2015 to 2018, Mr. Fountain served as the President and Chief Executive Officer of Planters First Bank in Hawkinsville, Georgia. Prior to his tenure at Planters First Bank, he served as Executive Vice President and Chief Financial Officer of Albany-based Heritage Financial Group from 2007 until its acquisition by Renasant Bank in 2015. Mr. Fountain graduated from University of Georgia with a BBA in Accounting. Mr. Fountain has been a Director of the Company since July 2018. The Board of Directors believes that Mr. Fountain’s background in executive leadership roles and his experience in the banking industry will make him an excellent candidate for Director of the Company. Audrey D. Hollingsworth. Ms.. Hollingsworth, age 61, is Vice President of People Services for Goodwill Industries of the Southern Rivers, a position she has held since 2018. In her current position she is continuing her career in human resources management Before joining Goodwill Industries of the Southern Rivers, Ms. Hollingsworth was President of the Hollingsworth Group, a human resources and information technology consulting company. For 26 years prior to joining Hollingsworth Group, she served in positions of increasing responsibility at Synovus Financial Corporation, eventually ascending to the position of Group Executive and Chief People Officer. Ms. Hollingsworth serves on the Board of Directors for the Development Authority Foundation Board, the University of Georgia’s J.W. Fanning Institute for Leadership Development Advisory Board, the Mayor’s Advisory Committee for Public Safety and Law Enforcement, and the Greater Columbus Georgia Chamber of Commerce, of which she is Past Chairman. In addition, she is an alumna, Past President, and Chairman of Leadership Georgia and is currently a member of the Society for Human Resources and Delta Sigma Theta Sorority, Inc. Ms. Hollingsworth is a recipient of the Girl Scouts of Historic Georgia’s Women of Achievement Award. She holds a Bachelor of Science in Business Education from the University of Georgia and a Master of Science in Management from Troy State University. Ms. Hollingsworth has been a Director of the Company since December 2022 The Board of Directors believes that Ms. Hollingsworth’s experience in Human Resource roles and her experience in the banking industry will make her an excellent candidate for Director of the Company. Edward P. Loomis, Jr. Mr. Loomis, age 70, served as President and Chief Executive Officer of the Company from May 2012 until he retired from the position in July 2018. During his time with the Company he steered the Company out of the recession, adding new efficiencies and expanding it into new markets. Mr. Loomis is an experienced executive officer beginning his career in 1975 at Trust Company Bank in Atlanta, Georgia, where he served as Vice President and Commercial Leander. Mr. Loomis served as President and Chief Executive Officer of Atlantic Southern Bank from 2009 to 2011 and First Macon Bank & Trust from 1987 to 1998, both based in Macon, Georgia. In addition, he served as interim President and Chief Executive Officer of Rivoli Bank and Trust in Macon from August to December 2005. Mr. Loomis graduated from University of Mississippi with a BBA in Banking and Finance. Mr. Loomis has been a Director of the Company since May 2012. The Board of Directors believes that Mr. Loomis’ background in executive leadership roles and his experience in the banking industry will make him an excellent candidate for Director of the Company. Mark H. Massee. Mr. Massee, age 70, is a self-employed building construction consultant. He is the retired President of Massee Builders, Inc. with which he was affiliated for 42 years. Mr. Massee is Owner/Manager of MHM Properties and is Owner/President of Dorminy-Massee House Inc., a bed and breakfast inn. Mr. Massee graduated from Georgia Institute of Technology with a BS in Industrial Management. Mr. Massee is the former mayor of the City of Fitzgerald, Georgia. He has served as a Director of Colony Bank since 1996. Mr. Massee has been a Director of the Company since February 2007 and served as Vice Chairman of the Board from June 2013 until June 2016. Mr. Massee has served as Chairman of the Board since June 2016. The Board of Directors believes that Mr. Massee’s experience in commercial real estate and management will make him an excellent candidate for Director of the Company. Meagan M. Mowry. Ms. Mowry, age 47, is the co-founder and co-owner of Simcoe Investments, founded in September 2008, and its development and construction subsidiaries, Homes of Integrity Construction and Integrity Real Estate. Ms. Mowry has served as Manager and Marketing Director of Integrity Real Estate, LLC since January 2016 and as Vice President of Homes of Integrity from 2004 to 2016. Ms. Mowry entered the real estate industry in 2004 and has been a licensed real estate agent since 2014 through the Savannah Board of Realtors. Ms. Mowry currently serves as a board member for the Sales and Marketing Council of the Savannah Home Builders Association. Ms. Mowry has been a Director of the Company since March 2019. The Board of Directors believes that Ms. Mowry’s knowledge of real estate lending and finance and her understanding of the real estate industry will make her an excellent candidate for Director of the Company.

  3. Directors and Nominees

    Matthew D. Reed. Mr. Reed, age 36, is the owner and Chief Executive Officer of Georgia CEO, a network of local websites focused on the business communities across Georgia. Mr. Reed has been the owner of the company since 2010 and Chief Executive Officer of the company since 2012. Mr. Reed also serves on the Board of Governors for the Georgia Chamber of Commerce and sits on the UGA Small Business Development Center’s State Advisory Board. He has served as a community board member of the Colony Bank Albany office since December 2018. Mr. Reed graduated from Valdosta State University with a BBA in Management. Mr. Reed has been a Director of the Company since March 2019. The Board of Directors believes that Mr. Reed’s record of business and civic achievement will be invaluable to our mission as a community bank. Also, the expertise and insight he provides to the Greater Georgia business community will add a unique perspective to our Board’s governance and will make him an excellent candidate for Director of the Company. Brian D. Schmitt. Mr. Schmitt, age 62, has served as Executive Vice Chairman of the Board and a Director of the Company since August 2021. From July 2016 to August 2021, Mr. Schmitt served as President and Chief Executive Officer of SouthCrest Financial Group, Inc. and SouthCrest Bank until its merger with the Company in August 2021. In his past Mr. Schmitt has a history of start-up, growth, consolidation and sale of financial institutions. Prior to his time at SouthCrest, Mr. Schmitt has held many other executive leadership positions with other banks, including The PrivateBank, Premier Bank and Heritage Financial Group. Mr. Schmitt graduated from Troy University with a BA in Finance. He has been in banking since 1983. The Board of Directors believes that Mr. Schmitt's experience in bank executive management will make him an excellent candidate for Director of the Company. No director named herein has a family relationship, as defined in Item 401 of Regulation S-K, with any of the other directors or executive officers. No director named herein is being proposed for election pursuant to any agreement or understanding between such director and the Company. Each director serves until the Annual Meeting following his election or until such later time as his successor is elected and qualifies or there is a decrease in the number of directors.

  4. Retiring Directors

    Retiring Directors The following directors are retiring from the Board of Directors after the Annual Meeting. Jonathan W.R. Ross. Mr. Ross, age 60, is President of Ross Construction Company, a heavy highway commercial construction company that Mr. Ross has operated as President for the past 20 years. Mr. Ross previously served as a Director of the Colony Bank Worth charter until the Merger in 2008 and has served as a community board member of the Colony Bank Sylvester office since 2008. Mr. Ross has been a Director of the Company since May 2007. Harold W. Wyatt, III. Mr. Wyatt, age 55, has been involved in the commercial real estate industry since 1994 and is currently the principal owner of Wyatt Capital, LLC and Wyatt Realty Company, LLC. Both companies were founded in 2007 by Mr. Wyatt and are principally in the business of developing, acquiring, improving, and selling investment commercial real estate assets along with providing third party general brokerage services to clients. Mr. Wyatt has previously served on the Board of Directors for Darlington School in Rome, Georgia, Trinity School in Atlanta, Georgia, and Peachtree Golf Club in Atlanta, Georgia. Mr. Wyatt was elected to the SouthCrest board in 2010 and served as Chairman of the Board of Directors of SouthCrest Financial Group, Inc. beginning in 2018 until its merger with Colony in August 2021. Mr. Wyatt graduated from University of Georgia with a BBA in Finance. He has served as a Director of the Company since August 2021.

  5. Nominating Committee

    Nominating Committee The Nominating Committee is appointed by the Chairman of the Board of Directors of the Company, subject to election by the full Board. The purpose of the Nominating Committee is to make recommendations to the Board on qualifications and selection criteria for Board members, to review the qualifications of potential candidates for the Board and to make recommendations to the Board on nominees to be elected at the Annual Meeting of Shareholders. Ms. Mowry is the Chair of the Nominating Committee. Mr. Loomis, Ms. Mowry, Mr. Reed and Mr. Wyatt were members of the Nominating Committee during the year 2023. Each of the members of the Committee was deemed independent as defined in the listing standards of NASDAQ. The Nominating Committee does not currently have a formal policy or process for identifying and evaluating nominees. However, in addition to meeting the qualification requirements set forth by the Georgia Department of Banking and Finance, a possible director-candidate must also meet the following criteria to be considered by the Nominating Committee: independence; exceptional personal and professional ethics and integrity; willingness to devote sufficient time to fulfilling duties as a Director; impact on the diversity of the Board’s overall experience in business, government, education, technology and other areas relevant to the Company’s business; impact on the diversity of the Board’s composition in terms of age, skills, ethnicity and other factors relevant to the Company’s business; and number of other public company boards on which the candidate may serve (generally, should not be more than three public company boards in addition to the Company). In considering candidates for the Board of Directors, the Nominating Committee considers the entirety of each candidate's credentials in the context of these standards. The Nominating Committee operates under the Nominating and Governance Committee Charter. The Charter is available on the Company’s website at www.colony.bank under “About Us > Investor Relations > Corporate Information > Governance Documents.” The Nominating Committee met two times during 2023. The Nominating Committee will consider candidates for nomination as a director submitted by shareholders. Although the Committee does not have a separate policy that addresses the consideration of director candidates recommended by shareholders, the Board does not believe that such a separate policy is necessary as the Company’s bylaws permit shareholders to nominate candidates. The Committee evaluates individuals recommended by shareholders for nomination as directors according to the criteria discussed above under “Director Qualifications” and in accordance with the Company’s bylaws and the procedures described under “Shareholder Proposals” of this proxy statement.

  6. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth information as of March 22, 2024 regarding the beneficial ownership of the Company’s common stock by each Company director (including nominees for director) and by the executive officers of the Company and its subsidiaries, and by all directors and executive officers as a group.

  7. Directors and Executive Officers

    | | Shares Beneficially | Percent of | | Name | Owned (1)(2) | Class | | Scott L. Downing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 226,098 | 1.29% | | Director | | | | T. Heath Fountain. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 77,736(3) | 0.44% | | Director; Executive Officer | | | | Audrey D. Hollingsworth | 4,153 | 0.02% | | Director | | | | Edward P. Loomis, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . | 49,500 | 0.28% | | Director | | | | Mark H. Massee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 66,045 | 0.38% | | Director | | | | Meagan M. Mowry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 26,249 | 0.15% | | Director | | | | Matthew D. Reed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 15,026 | 0.09% | | Director | | | | Jonathan W.R. Ross . . . . . . . . . . . . . . . . . . . . . . . . . . . | 486,043(4) | 2.77% | | Director | | | | Brian D. Schmitt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 75,387 | 0.43% | | Director | | | | Harold W. Wyatt, III . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 2,600 | 0.01% | | Director | | | | Edward L Bagwell, III . . . . . . . . . . . . . . . . . . . . . . . . . . . | 34,510 | 0.19% | | Executive Officer | | | | Leonard Bateman, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . | 26,325 | 0.15% | | Executive Officer | | | | Roy Dallis Copeland, Jr | 23,858 | 0.14% | | Executive Officer | | | | Kimberly C. Dockery . . . . . . . . . . . . . . . . . . . . . . . . . . . | 32,149 | 0.18% | | Executive Officer | | | | Derek Shelnutt | 10,966 | 0.06% | | Executive Officer | | | | All directors and executive officers | | | | as a group (15 persons) . . . . . . . . . . . . . . . . . . . . . . . . | 1,156,646 | 6.59% |

  8. Directors and Executive Officers

    (1)Includes shares owned by spouses and minor children of officers and directors, as well as shares owned by trusts or businesses in which officers and directors have a significant interest. The information contained herein shall not be construed as an admission that any such person is, for purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities not held of record by that person or entity. (2)Beneficial ownership is determined in accordance with rules of the SEC and includes voting or investment power to the securities. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each beneficial owner identified in the table possesses sole voting and investment power over all our shares of common stock shown as beneficially owned by the beneficial owner. (3)Includes 2,200 shares held in a UTMA accounts for his children. (4)Includes 21,079 shares held in Ross Life Insurance Trust and 84 shares held by Family Trust.

  9. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid or earned by cash of the named executive officers for the fiscal years ended December 31, 2023 and 2022.

  10. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | All Other Compensation | Total | | T. Heath Fountain | 2023 | $485,000 | $58,200 | $28,260 | $52,175(3) | $623,635 | | Chief Executive Officer | 2022 | 485,000 | 109,125 | 45,630 | 52,818 | 692,573 | | Roy D. Copeland, Jr. | 2023 | 350,000 | 28,000 | 42,390 | 35,195(4) | 455,585 | | President | 2022 | 256,667 | 36,750 | 119,490 | 19,051 | 431,958 | | Leonard Bateman, Jr. | 2023 | 230,000 | 18,400 | 14,130 | 33,566(5) | 296,096 | | Executive Vice President | | | | | | |

  11. Summary Compensation Table

    (1)Discretionary cash bonus paid in current year based on Company performance in prior year. (2)Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of restricted stock awards granted in the applicable year based on the stock price per share on the date of grant. (3)Includes $996 attributable as the aggregate incremental cost company-owned car, $391 for Company-paid life insurance premiums, $3,136 for interest paid on deferred bonus, $4,800 for social club dues, $18,000 for director fees, $3,855 for dividends on restricted stock, $4,452 for Company-paid disability insurance and $16,545 for 401(k) match. (4)Includes $12,000 vehicle allowance, $1,032 for Company-paid life insurance premiums, $653 for interest paid on deferred bonus, $1,003 for dividends on restricted stock, $3,468 for Company-paid disability insurance and $17,039 for 401(k) match. (5)Includes $12,000 car allowance, $552 for Company-paid life insurance premiums, $1,107 for interest paid on deferred bonus, $2,299 for dividends on restricted stock, $2,296 for Company-paid disability insurance and $15,312 for 401(k) match.

  12. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End

  13. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Stock Awards; Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested (S) (4) | | T. Heath Fountain | 9,000(1) | $119,700 | | Roy Dallis Copeland, Jr | 6,834(2) | 90,892 | | Leonard Bateman, Jr | 5,234(3) | 69,612 |

  14. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1)Reflects (i) restricted stock granted to Mr. Fountain on July 1, 2021, which will vest on July 1, 2024, subject to Mr. Fountain’s continued employment with the Company on each vesting date; (ii) restricted stock granted to Mr. Fountain on July 1, 2022, which vest in two approximately equal annual installments on each of July 1, 2024 and 2025, subject to Mr. Fountain’s continued employment with the Company on each vesting date and (iii)restricted stock granted to Mr. Fountain on July 1, 2023, which will vest in three approximately equal annual installments on July 1, 2024, 2025 and 2026. (2)Reflects restricted stock granted to Mr. Copeland on January 1, 2022, which vest in two approximately equal annual installments on each of January 1, 2024 and 2025, subject to Mr. Copeland’s continued employment with the Company on each vesting date and restricted stock granted to Mr. Copeland on July 1, 2023, which will vest in three approximately equal annual installments on July 1, 2024, 2025 and 2026. (3)Reflects (i) restricted stock granted to Mr. Bateman on July 1, 2021, which will vest on July 1, 2024, subject to Mr. Bateman’s continued employment with the Company on each vesting date; (ii) restricted stock granted to Mr. Bateman on July 1, 2022, which vest in two approximately equal annual installments on each of July 1, 2024 and 2025, subject to Mr. Bateman’s continued employment with the Company on each vesting date and (iii)restricted stock granted to Mr. Bateman on July 1, 2023, which will vest in three approximately equal annual installments on July 1, 2024, 2025 and 2026 (4)The market value is based on the closing market price of our common stock ($13.30) on December 31, 2023.

  15. Summary of Potential Payments on Termination of Employment or Change in Control

    Summary of Potential Payments on Termination of Employment or Change in Control Mr. Fountain. The employment agreement with Mr. Fountain specifies the payments and benefits to which he would be entitled upon a termination of employment for specified reasons. Pursuant to Mr. Fountain’s employment agreement, if the Company terminates Mr. Fountain’s employment other than for “cause” or “disability” or Mr. Fountain resigns for “good reason” (as such terms are defined in the employment agreement), then the Company will pay to Mr. Fountain: (i) if such termination occurs prior to a change in control or more than 12 months following a change in control, an amount equal to the base salary that Mr. Fountain would have received through the remainder of the term of the employment agreement or, if longer, for a period of twelve (12) months, payable in approximately equal installments; or (ii) if such termination occurs within 12 months following a change in control, an amount equal to 2.5 times the sum of (x) Mr. Fountain’s then-current base salary plus (y) an amount equal to the annual bonus paid by the Company to Mr. Fountain with respect to the calendar year immediately preceding the date of termination, payable in a single lump sum within 30 days. Mr. Copeland. The employment agreement with Mr. Copeland specifies the payments and benefits to which he would be entitled upon a termination of employment for specified reasons. Pursuant to Mr. Copeland’s employment agreement, if the Company terminates Mr. Copeland’s employment other than for “cause” or “disability” or Mr. Copeland resigns for “good reason” (as such terms are defined in the employment agreement), then the Company will pay to Mr. Copeland: (i) if such termination occurs prior to a change in control or more than 12 months following a change in control, an amount equal to one times the current base salary for a period of twelve (12) months, payable in approximately equal installments; or (ii) if such termination occurs within 12 months following a change in control, an amount equal to 1.5 times the sum of (x) Mr. Copeland’s then-current base salary plus (y) an amount equal to the annual bonus paid by the Company to Mr. Copeland with respect to the calendar year immediately preceding the date of termination, payable in a single lump sum within 30 days. Mr. Bateman. The employment agreement with Mr. Bateman specifies the payments and benefits to which he would be entitled upon a termination of employment for specified reasons. Pursuant to Mr. Bateman’s employment agreement, if the Company terminates Mr. Bateman’s employment other than for “cause” or “disability” or Mr. Bateman resigns for “good reason” (as such terms are defined in the employment agreement), then the Company will pay to Mr. Bateman: (i) if such termination occurs prior to a change in control or more than 12 months following a change in control, an amount equal to one times the current base salary for a period of twelve (12) months, payable in approximately equal installments; or (ii) if such termination occurs within 12 months following a change in control, an amount equal to 1.5 times the sum of (x) Mr. Bateman’s then-current base salary plus (y) an amount equal to the annual bonus paid by the Company to Mr. Bateman with respect to the calendar year immediately preceding the date of termination, payable in a single lump sum within 30 days. Each of the executive officer employment agreements requires the executive to execute and not revoke a general release of claims against the Company. The employment agreements also contain certain non-competition and employee and customer non-solicitation covenants that apply during the executive's employment with the Company and for 12 months following termination of employment (or, if longer, the period of time during which the executive is receiving severance payments), and standard confidentiality covenants. Summary of Potential Payments Upon Termination of Employment or Upon a Change in Control. The table below reflects estimates of the amount of compensation that would be payable to the named executive officers upon a qualifying termination or a change in control on December 31, 2023. Actual amounts that would be paid out can only be determined at the time of such qualifying termination.

  16. Summary of Potential Payments on Termination of Employment or Change in Control

    | Name | Termination Other than for Cause or Disability; Resignation for Good Reason (Absent a Change in Control) | Termination Other than for Cause or Disability; Resignation for Good Reason (Within 12 Month Following a Change in Control) | | T. Heath Fountain | $485,000(1) | $1,270,700(2) | | Roy Dallis Copeland, Jr | 365,000(3) | 575,500(4) | | Leonard Bateman, Jr | 245,000(3) | 385,900(4) |

  17. Summary of Potential Payments on Termination of Employment or Change in Control

    (1)Reflects an amount equal to the base salary that Mr. Fountain would receive for the remainder of the current term of his employment agreement. (2)Reflects an amount equal to 2.5 times the sum of Mr. Fountain’s current base salary, and the annual bonus earned with respect to the calendar year immediately preceding the date of termination. (3)Reflects an amount equal to 1 times current base salary. (4)Reflects an amount equal to 1.5 times the current base salary and the annual bonus earned with respect to the calendar year immediately preceding the date of termination.

  18. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE

  19. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid for PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(2) | Average Compensation Actually Paid for Non-PEO Named Executive Officers (2)(3) | Value of Initial Fixed $100 Investment Based on: Company TSR | Net Income | | 2023 | $623,635 | $627,005 | $375,841 | $388,424 | $104.81 | $21,747,000 | | 2022 | 692,573 | 650,538 | 501,783 | 567,333 | 75.10 | 19,542,000 | | 2021 | 837,383 | 832,433 | 490,873 | 487,053 | 120.97 | 18,659,000 |

  20. PAY VERSUS PERFORMANCE DISCLOSURE

    (1) The principal executive officer (the “PEO”) for each of 2023, 2022 ans 2021 is Mr. Fountain. (2) The non-PEO named executive officers for each applicable year include the following individuals: 2021, Brian D. Schmitt and M. Eddie Hoyle; 2022, Brian D. Schmitt and Roy Dallas Copeland, Jr.; and 2023, Roy Dallas Copeland, Jr. and Leonard Bateman, Jr. (3) The dollar amounts reported represent the “compensation actually paid”, or “CAP”, to the PEO and the Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO or the Non-PEO NEOs, respectively, during the applicable year. To calculate CAP for the PEO and average CAP for the Non-PEO NEOs, the following amounts were deducted from and added to Summary Compensation Table total compensation:

  21. Relationship between Compensation Actually Paid disclosed in the Pay Versus Performance table, and other table elements

    Relationship between Compensation Actually Paid disclosed in the Pay Versus Performance table, and other table elements

  22. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company uses cash incentive compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Company considers the significant amount of time that Directors expend in fulfilling their duties to the Company as well as the skill-level required by the Company of members of the Board.

  23. Subsidiary Director Compensation

    Subsidiary Director Compensation Colony Bank, a wholly-owned subsidiary of the Company, has deferred compensation plans covering certain former directors and certain officers choosing to participate through individual deferred compensation contracts. In accordance with terms of the contracts, the Bank is committed to pay the directors deferred compensation over a specified number of years, beginning at age 65. In the event of a director’s death before age 65, payments are made to the director’s named beneficiary over a specified number of years, beginning on the first day of the month following the death of the director.

  24. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE

  25. 2023 DIRECTOR COMPENSATION TABLE

    | | Fees Earned or Paid in Cash ($) | Stock Awards(1) | All Other Compensation | Total | | Scott L. Downing | $52,000 | $5,658 | $— | $57,658 | | M. Frederick Dwozan, Jr. | 23,333 | — | — | 23,333 | | T. Heath Fountain | 18,000 | — | — | 18,000 | | Terry L. Hester (2) | 4,000 | — | — | 4,000 | | Audrey D. Hollingsworth | 48,000 | 28,290 | — | 76,290 | | Edward P. Loomis, Jr. | 50,000 | 5,658 | — | 55,658 | | Mark H. Massee | 67,000 | 5,658 | — | 72,658 | | Meagan M. Mowry | 49,167 | 5,658 | — | 54,825 | | Matthew D. Reed | 48,000 | 5,658 | — | 53,658 | | Jonathan W.R. Ross | 48,000 | 5,658 | — | 53,658 | | Brian D. Schmitt | 30,500 | — | — | 30,500 | | Harold W. Wyatt, III | 48,000 | 5,658 | — | 53,658 |

  26. 2023 DIRECTOR COMPENSATION TABLE

    (1) Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of restricted stock awards granted in 2023. The grant date fair value was based on the value of stock on the grant date ($9.43 per share with respect to each other non-employee Director’s grant of 600 shares on July 1, 2023 and Ms. Hollingsworth's grant of 3,000 shares on July 1, 2023). (2) Mr. Hester passed away on January 22, 2023.