DEF 14A of First Bancorp /NC/, Mar 20, 2024

DEF 14A of First Bancorp /NC/

Filed Mar 20, 2024 · FY20230000811589-24-000020

Open on EDGAR

  1. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS The Company’s Bylaws provide that the number of directors on our Board will be not less than seven nor more than 25, as may be fixed by resolution duly adopted by the Board at or prior to the annual meeting at which such directors are to be elected. The size of the Board has been fixed at 15 members. In the absence of any instructions to the contrary, proxies will be voted for the election of all 15 of the nominees listed in the table below. Should cumulative voting apply, the Proxy Holders may cumulate votes and allocate them in their discretion. If, at or before the time of the Annual Meeting, any of the nominees listed below becomes unavailable for any reason, the Proxy Holders have the discretion to vote for a substitute nominee or nominees. The Board currently knows of no reason why any nominee listed below is likely to become unavailable. Director nominees will be elected by the affirmative vote of the majority of votes cast in the election of directors at the Annual Meeting, with a plurality vote standard for a contested director election, that is, when the number of director nominees exceeds the number of Board seats for which elections are being held, i.e. 15 seats. Abstentions from voting, as well as broker non-votes, if any, are not treated as votes cast and, therefore, will have no effect on the proposal to elect directors.

  2. NOMINATIONS FOR DIRECTOR

    NOMINATIONS FOR DIRECTOR Nominees for election to the Board of Directors are selected by the Board prior to each annual meeting upon the recommendation of the Nominating and Corporate Governance Committee. Nominations from shareholders must be made in accordance with the Bylaws, which generally require such nominations to be made in writing and not less than 50 nor more than 75 days before the first anniversary of the date of the distribution of the Company’s proxy statement for the last meeting of shareholders called for the election of directors. A copy of the Bylaw provision setting forth the complete procedure for shareholder nominations of directors may be obtained upon written request to First Bancorp, 300 SW Broad Street, Southern Pines, North Carolina 28387, Attention: Elizabeth B. Bostian, Executive Vice President and Chief Financial Officer. Our Bylaws state that a nominee is ineligible to stand for election as a director after he or she has attained the age of 72, absent specific approval of an exception by the Board. The Board has approved specific exceptions to this policy for the nominations of Mason Y. Garrett and J. Randolph Potter. See also the section below entitled “Corporate Governance Policies and Practices - Director Nomination Process”.

  3. DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

    DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS Except as otherwise noted below, the following table sets forth certain information as of March 1, 2024, with respect to the Company's current directors, the 15 nominees for election to the Board of Directors and the current executive officers of the Company. The Board of Directors recommends a vote “FOR” the election of each of these nominees. TABLE OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

  4. DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

    | Name (Age)** | Current Director (D), Nominee (N) or Position with Company | Total Number of Common Shares Beneficially Owned (1) | Percent of Class | | Directors and Nominees | | | | | Richard H. Moore (63) | Chief Executive Officer of the Company (D) (N) | 171,956(2) | * | | Michael G. Mayer (64) | Chief Executive Officer of First Bank and President of the Company (D) (N) | 103,419(3) | * | | Mary Clara Capel (65) | (D) (N) | 9,657 | * | | James C. Crawford, III (67) | (D) (N) | 87,061(4) | * | | Suzanne S. DeFerie (67) | (D) (N) | 86,079(5) | * | | Abby J. Donnelly (61) | (D) (N) | 8,409(6) | * | | Mason Y. Garrett (81) | (D) (N) | 715,028(7) | 1.75% | | John B. Gould (71) | (D) (N) | 56,143(8) | * | | John W. McCauley (56) | (D) (N) | 17,161 | * | | Carlie C. McLamb, Jr. (59) | (D) (N) | 51,097(9) | * | | Dexter V. Perry (54) | (D) (N) | 5,325 | * | | J. Randolph Potter (77) | (D) (N) | 12,807(10) | * | | O. Temple Sloan, III (63) | (D) (N) | 14,408 | * | | Frederick L. Taylor, II (54) | (D) (N) | 39,656(11) | * | | Virginia C. Thomasson (72) | (D) | 33,711 | * | | Dennis A. Wicker (71) | (D) (N) | 27,683(12) | * | | Non-Director Executive Officers | | | | | Elizabeth B. Bostian (44) | Executive Vice President and Chief Financial Officer of the Company and First Bank | 12,752(13) | * | | Gregory A. Currie (46) | President of First Bank | 24,659(14) | * | | Directors/Nominees and Non-Director Executive Officers as a Group (18 persons) | | 1,477,011 | 3.65% |

  5. DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

    _______________________________________________________________________ *Indicates beneficial ownership of less than 1% of the issued and outstanding shares. **Ages as of April 1, 2024. _______________________________________________________________________ (1)Unless otherwise indicated, each individual has sole voting and investment power with respect to all shares beneficially owned by such individual, including executive officers’ reported shares in our 401(k) defined contribution plan (“401(k) plan”), which are voted by the plan trustee and not by the executive for whom such shares are listed. (2)Mr. Moore’s shares also include 14,338 shares held in the 401(k) plan. (3)Mr. Mayer’s shares include 1,017 shares held by his spouse and 1,268 shares held in the 401(k) plan. (4)Mr. Crawford’s shares include 8,325 shares held by his spouse and 6,600 shares held jointly with his children. (5)Ms. DeFerie’s shares include 1,864 shares held in the 401(k) plan. (6)Ms. Donnelly also holds 5,774 shares in a Rabbi Trust for director fees accumulated during her service as a director of Carolina Bank Holdings, Inc. (7)Mr. Garrett’s shares include 158,943 shares owned by his spouse, 55,957 shares owned by a partnership in which Mr. Garrett has a 20% interest and shares voting and investment power, 9,101 shares held by Mr. Garrett as custodian for his grandchildren, and 273,000 shares held in a grantor trust. (8)Mr. Gould’s shares include 2,301 shares held by his spouse. (9)Mr. McLamb’s shares include 31,595 shares held by his spouse and 19,502 shares held in a 401(k) plan. (10)Mr. Potter’s shares include 1,895 shares held by his spouse, and he also holds 9,100 stock options. (11)Mr. Taylor's shares include 2,400 shares held jointly with his children. (12)Mr. Wicker’s shares include 5,000 shares held by his spouse. (13)Ms. Bostian’s shares include 955 shares held in the 401(k) plan. (14)Mr. Currie’s shares include 2,776 shares held in the 401(k) plan.

  6. Director Nominees

    Director Nominees Mary Clara Capel, 65, is a former member of senior management as the director of administration and marketing at Capel, Incorporated, a rug manufacturer, importer and exporter located in Troy, NC, where she was employed from 1981 until her retirement in September 2017. She is a past member of the North Carolina Banking Commission and has attended the North Carolina Bank Directors’ College. Ms. Capel has been a director of the Company and First Bank since 2005. Ms. Capel is a former Chair of the Board of Directors. Ms. Capel brings to our Board business executive decision making and oversight skills as a result of her 37 years of experience with a third-generation family business, which grew from its rug manufacturing operation in Troy, North Carolina to importing and exporting rugs worldwide. James C. Crawford, III, 67, served on the Board of Directors, including as its Chair, of Great Pee Dee Bancorp, Inc., a bank holding company headquartered in Cheraw, SC, from 1992 until its acquisition by the Company in April 2008. Mr. Crawford is the retired Chief Executive Officer of B.C. Moore and Sons, Inc., a department store chain. He has been a director of the Company and First Bank since 2008. Mr. Crawford served as the Chair of the Board of Directors of the Company and First Bank from 2014 until January 2022 and was elected to serve in the newly-created role of Lead Independent Director of the Company in January 2022. Mr. Crawford brings to our Board extensive experience with accounting and finance, as well as oversight and management of multiple businesses. Suzanne S. DeFerie, 67, served as Executive Vice President and Regional President for the Asheville Region of First Bank upon the merger of ASB Bancorp with the Company in 2017 until her retirement in September 2019. She served as the President and Chief Executive Officer of ASB Bancorp and Asheville Savings Bank, its banking subsidiary, from 2008 until ASB Bancorp’s merger with the Company. Ms. DeFerie holds a CPA license and is active in the banking industry and the Asheville community, currently serving on the Board of Directors of the Federal Home Loan Bank of Atlanta, ANC Health Care (formerly Mission Health System), the Asheville Area Chamber of Commerce Community Betterment Foundation, and the Asheville Merchants’ Fund. Ms. DeFerie has been designated as an “audit committee financial expert” in accordance with SEC regulations. Ms. DeFerie brings to our Board extensive experience in the banking and finance industry and has held numerous leadership positions throughout her professional and volunteer career. Abby J. Donnelly, 61, is founder and Chief Executive Officer of The Leadership & Legacy Group, a consulting practice in leadership development and executive succession. She is the best-selling author of An Insider's Guide to Succession and Exit: Beyond the Financials - 10 Powerful Principles for Transitioning Your Business. Ms. Donnelly served as a director of Carolina Bank Holdings, Inc. (“CBHI”) from 2014 until its merger with the Company in 2017, at which time she joined our Board. Ms. Donnelly has been active in volunteering and serving in many leadership roles in various civic organizations in the Greensboro area. She has attended the North Carolina Bank Directors’ College and the North Carolina Bank Directors’ Assembly. Ms. Donnelly brings to our Board business leadership, innovation, decision-making expertise, and extensive experience in executive succession planning and exit strategies, as well as oversight skills as a result of her work history, community leadership and ownership of a business. Mason Y. Garrett, 81, served as the Chairman of the Board of Directors of GrandSouth Bancorporation (“GrandSouth”) and GrandSouth Bank and Chief Executive Officer of GrandSouth from 2000 until GrandSouth’s merger with the Company on January 1, 2023. He has over 50 years of banking experience including roles as President and Chief Executive Officer and Chairman of the Board of several Upstate South Carolina banks. He co-founded First United Bancorporation, an Anderson, SC bank, in 1984 and served as its Chief Executive Officer until its sale to Regions Financial Corporation in March 1998, prior to co-founding GrandSouth in 1998. Mr. Garrett brings to our Board extensive experience in the banking and finance industry and many years serving in leadership positions. John B. Gould, 71, has served as President of Cason Companies, Inc., a family-owned business, since 1976 and has been instrumental in the mergers and acquisitions that have grown and diversified the business over more than 40 years. He has served as the Vice Chair of the ASB Bancorp Board, as well as past Chair of the Henderson County Chamber of Commerce and the Henderson County Partnership for Economic Development. He is the current Chair of the Board of Trustees of Blue Ridge Community College. Mr. Gould is deeply active in his community and brings decades of business, banking and directorial experience to our Board. Michael G. Mayer, 64, became the President of First Bank in 2014, was appointed as a director of First Bank in 2014, and was named the Chief Executive Officer of First Bank in 2017. Mr. Mayer was named the President of the Company in 2016 and was appointed to our Board in 2017. Prior to joining the Company, Mr. Mayer served as Chief Executive Officer of 1st Financial Services Corporation, the parent company of Mountain 1st Bank & Trust, a position he held from 2010 until 1st Financial Services Corporation’s acquisition in 2014. He previously served as President and Chief Executive Officer of Carolina Commerce Bank from 2009 until 2010 and Colony Signature Bank (In Organization) from 2007 to 2009, and has held various senior banking positions over his 42-year banking career. Mr. Mayer has had an extensive career in the banking industry and brings experience, leadership, and managerial skills to our Board. John W. McCauley, 56, was a founding member of New Century Bank of Fayetteville, the bank subsidiary of New Century Bancorp, Inc. (subsequently Select Bank and Trust Company and Select Bancorp). Mr. McCauley served on the boards of Select Bank and Select Bancorp from 2004 until their acquisition by the Company in 2021, at which time he joined the boards of the Company and First Bank. Mr. McCauley is the Chief Executive Officer of Highland Paving Co., LLC, a highway construction firm engaged primarily in the manufacture and placement of hot mix asphalt. He also is general manager of McCauley-McDonald Investments, Fayetteville, NC, which owns and leases approximately 70 commercial properties in North Carolina. He has attended the North Carolina Bank Directors’ College and holds a Bachelor of Science in Economics from Davidson College, and a law degree from the University of North Carolina School of Law. Mr. McCauley brings to our Board significant experience as a bank director and legal knowledge, as well as extensive business expertise arising from his oversight and management of multiple companies. Carlie C. McLamb, Jr., 59, Mr. McLamb served on the Select Bancorp and Select Bank’s boards of directors from 2010 until their acquisition by the Company in 2021, at which time he joined the boards of the Company and First Bank. Mr. McLamb is president of Carlie C’s IGA, a retail supermarket chain. Mr. McLamb was a founding director of Computer World Inc. and has served as a director and former chairman of the board of that company. In addition, he is currently serving on the Board of Directors for the North Carolina Retail Merchants Association and the Manna Fayetteville Dream Center. He is a former trustee and current presidential advisor of Campbell University. Mr. McLamb has completed the North Carolina Advanced Bank Directors’ College program. Mr. McLamb is a past President of the Carolina Food Industry Council.

  7. Director Nominees

    Mr. McLamb brings to our Board significant experience as a bank director, extensive business expertise arising from his oversight and management of multiple companies, and valuable experience and knowledge arising from his other board and trustee positions. Richard H. Moore, 63, was named as President and Chief Executive Officer of the Company in 2012. Prior to joining the Company, he served as a managing director of San Diego-based Relational Investors LLC. Prior to joining Relational Investors, Mr. Moore served two terms as State Treasurer of North Carolina and for four years as the Secretary of Crime Control and Public Safety. Mr. Moore also served as Chair of the North Carolina Banking Commission for eight years. Mr. Moore serves on numerous New York Stock Exchange boards and committees and is the past Chair of the NYSE Regulation Board of Directors. Mr. Moore was previously an Assistant U.S. Attorney and also practiced corporate, real estate and tax law for many years. Mr. Moore is a former trustee of Wake Forest University and served on its Investment Committee. Mr. Moore has been a director of the Company and First Bank since 2010. Mr. Moore was elected as the Chair of the boards of the Company and of First Bank in 2022. Mr. Moore’s career has provided him with extensive financial and accounting experience and gives him keen insight with respect to budget and audit matters, as well as the oversight, governance and management of larger organizations. Dexter V. Perry, 54, is a Certified Financial Planner and a registered Investment Advisor Representative with One Providence Capital, LLC, a registered Investment Adviser Firm based in Apex, N.C. He began his career as a consumer bank manager and investment sales producer with First Union National Bank. After earning a Bachelor of Arts degree in Economics from Duke University in 1991, Mr. Perry served on the Board of Trustees of the N.C. Supplemental Retirement Plan, chairing the audit committee and the investment subcommittee, the latter of which was charged with overseeing and monitoring plan assets in excess of $6 billion and reviewing the investment manager performance of over 25 individual mandates stipulated by the plan. Mr. Perry also served for three years on the Board of Directors for the John Rex Endowment, also serving as a member of its finance committee, which oversaw investment assets of over $75 million. He also served on the credit committee for Generations Community Credit Union in Durham, NC until its merger with Self-Help Credit Union, in 2014, and served on the boards of directors of Mechanics & Farmers Bank, Durham, NC, and its holding company, M&F Bancorp, Inc. from 2018 until 2021. Mr. Perry currently serves on the board of trustees for Asheville School located in Asheville, NC. Mr. Perry brings to our Board financial, investment and banking expertise, as well as valuable experience and knowledge arising from his board and trustee positions. J. Randolph Potter, 77, is a retired bank Chief Executive Officer, certified public accountant and an independent bank consultant with over 50 years of experience in the financial services industry. Beginning October 2019 until its merger with First Bancorp, Mr. Potter served as a director and chair of the Audit Committee of GrandSouth. From 2014 to May 2019 he served as a director of First Community Corporation (Nasdaq: FCCO). He co-founded and was Chief Executive Officer and a director of Savannah River Banking Company, in Augusta, Georgia from 2007 to 2014. He also co-founded and was Chief Executive Officer and a director of Summit Financial Corporation (Nasdaq: SUMM) in Greenville, South Carolina from 1990 until its sale in 2005. He is a graduate of the University of South Carolina and the Stonier Graduate School of Banking. Mr. Potter’s extensive banking experience and prior bank board experience make him well-suited to serve on our Board of Directors. O. Temple Sloan, III, 63, is the former Chief Executive Officer and President of General Parts, Inc. (“GPI”), the largest privately-owned auto parts supplier in the United States, which owned and operated more than 3,100 CARQUEST Auto Parts stores and over 80 WORLDPAC branches in the United States, Canada and Puerto Rico. Prior to GPI’s acquisition by Advance Auto Parts, Inc., Mr. Sloan served as President and Chief Executive Officer of GPI from 2008 until 2014 and as President of GPI from 2001 until 2008. Mr. Sloan is currently a director and audit committee chairman of Golden Corral Corporation, and previously served as a director of Advance Auto Parts, Inc. and Car Care Council. He is currently a member of The University of North Carolina Board of Governors, and is a former member of the Board of Trustees of Northwood University. Mr. Sloan brings to our Board business leadership, innovation, executive decision making and oversight skills as a result of 30 years of experience in a commercial business. Frederick L. Taylor, II, 54, is President of Troy Lumber Company, located in Troy, NC, where he has been employed since 1992. Mr. Taylor has been a director of the Company and First Bank since 2005. Mr. Taylor brings to our Board business-building skills and experience. Additionally, Mr. Taylor has experience in overseeing the preparation of financial statements and review of accounting matters. Dennis A. Wicker, 71, is an attorney, currently Of Counsel of The Wicker Law Firm, located in Raleigh, NC. In 2022, he retired from full-time practice as an equity partner of the law firm of Nelson Mullins Riley and Scarborough, LLP, located in Raleigh, NC, a position he had held since 2009. From 2008 to 2009, Mr. Wicker was a shareholder and a member of the Executive Committee of the law firm of SZD Wicker, LPA, and from 2001 to 2008 he was a partner in the law firm of Helms, Mulliss & Wicker, LLP. Mr. Wicker served in the North Carolina General Assembly from 1981 to 1993, the last four years as House Majority Leader, and as Lieutenant Governor of North Carolina from 1993 to 2001. Mr. Wicker has been a director of the Company and First Bank since 2001. Mr. Wicker currently serves as a director of Coca Cola Bottling Company Consolidated and previously served as a director of Air T, Inc. Mr. Wicker has an extensive background in law and public service and brings to our Board executive decision making, governance and risk assessment skills.

  8. COMPENSATION DISCUSSION AND ANALYSIS

    COMPENSATION DISCUSSION AND ANALYSIS We discuss below our compensation program for our named executive officers (“NEOs”), our principal executive officer, our principal financial officer, and our other most highly compensated executive officers. The compensation policies relating to our CEO are discussed separately in cases where the policies differ materially for our other named executive officers (“Other NEOs”). We focus on compensation and practices relating to 2023, our most recently completed fiscal year, with prior years referenced as necessary to provide context. Structure and Role of the Compensation Committee The Board’s Compensation Committee (referred to as the “Committee” in the remainder of this Compensation Discussion and Analysis) consists entirely of independent directors. The Committee is primarily responsible for the following: •reviewing the Company’s overall compensation practices as they relate to the Company’s risks; •reviewing the performance of our CEO; •determining, or recommending to the Board for its determination, the CEO’s compensation, including salary, bonus, incentive and equity compensation; •reviewing and approving the CEO’s recommendations about the compensation of our Other NEOs; •recommending to the Board the performance targets for our annual incentive bonus plan; •periodically reviewing our equity-based and other incentive plans and recommending any revisions to the Board; •recommending to the Board any discretionary 401(k) contributions; •recommending director compensation to the Board; •approving any equity compensation grants; •approving employment or other agreements with the Company’s executive officers; and •reviewing the Company’s compliance with legal and regulatory requirements related to compensation arrangements or practices. Compensation Philosophy and Objectives The objectives of our executive compensation programs are as follows: •fairly compensating executive officers for their efforts; •attracting and retaining quality executive leadership; •rewarding the achievement of annual corporate performance targets; and •aligning executive officers’ long-term interests with those of our shareholders. Our compensation program seeks to reward our executives’ contributions to corporate performance, including contributions of leadership, effort, creative ideas, industry and operational knowledge and ethical behavior, all in pursuit of increasing shareholder value. The Committee’s general philosophy is that we should compensate our executive officers at approximately the same average level as corresponding officers at similarly situated peer financial services companies. While that is our general philosophy, we may position a base salary in the upper quartile of the market due to experience, performance, or competitive situations. Also, we provide incentives that may result in compensation reaching the upper quartile of the market when performance exceeds targets. Because the Committee bases its compensation decisions on the objectives and philosophy described above, it does not take into account an individual’s net worth or the wealth the individual has accumulated from prior compensation. Competitive Positioning Periodically, the Committee engages outside compensation consultants to evaluate whether our compensation practices are consistent with meeting our objectives. In these engagements, the Committee instructs the consultant to compare our compensation practices and compensation levels to those of a peer group of similarly situated financial services companies. The consultant then provides the Committee with analyses and recommendations. In January 2022, the Committee most recently engaged and met with Pearl Meyer & Partners (“Pearl Meyer”) to review and advise the Committee on executive compensation matters. At this meeting, Pearl Meyer presented the Committee with its findings, which it based on a study of 2020 data (the most current data then available). The Pearl Meyer analyses compared the compensation of Mr. Moore and Mr. Mayer to a representative sample of 21 publicly traded financial institutions that were comparable to the Company in either location and asset size or in performance measures. This peer group consisted of the following companies (hereinafter defined as, the “Peer Group”):

  9. COMPENSATION DISCUSSION AND ANALYSIS

    In October 2022, the Committee adjusted the salaries of Ms. Bostian and Mr. Currie once again in recognition of their increased roles and responsibilities, with Ms. Bostian’s base salary being set at $450,000 and Mr. Currie’s base salary being set at $500,000. In January 2023, the Committee approved an increase to Mr. Mayer’s base salary from $725,000 to $775,000 for 2023. See "Changes to 2024 Compensation Elements for Other NEOs” below for discussion of salaries for 2024. Annual Incentive Plan. The Annual Incentive Plan provides our Other NEOs and other officers with the opportunity to earn an annual cash and/or stock bonus if the Company achieves certain performance goals. The Committee and the Board believe that a meaningful amount of each of our Other NEO’s annual compensation should be tied to the Company’s performance. The Committee believes this structure reflects a proper balance of compensation that provides our officers with a baseline level of financial stability (in the form of base salary), while also providing an appropriate incentive based on the Company’s performance. Amounts of annual incentive earned were included in the Pearl Meyer analyses described above, which the Committee considers in determining the appropriateness of amounts of annual incentive awards that are able to be earned by our NEOs. Our Annual Incentive Plan pays cash and stock bonuses within the first 75 days of each year based on the Company’s performance in the prior year. Each participant’s total possible bonus is based on a target bonus percentage set for each participant. The Plan uses multiple performance measures to determine the amount of each participant’s total bonus. The Committee assigns a weight to each performance measure, with the sum of the weights equal to 100%. The weight is the percentage of each participant’s total bonus that will be based on that particular performance measure. The Committee also sets threshold, target and maximum performance levels for each measure. If we do not achieve the threshold performance level, participants earn no bonus for that measure. Participants earn 50% of their target bonus for the measure if we meet the threshold level, 100% if we meet the target level and 150% if we achieve or exceed the maximum level. The following are the target bonus percentages for our Other NEOs that were set by the Committee for 2023 performance: •Mr. Mayer’s 2023 target bonus percentage was set at 75% of his base salary; •Ms. Bostian’s 2023 target bonus percentage was set at 25% of her base salary; and •Mr. Currie’s target bonus percentage was set at 50% of his base salary. In order to determine each Other NEO’s cash bonus, the applicable target bonus percentage is multiplied by the executive’s base salary, which is then multiplied by the sum of the performance percentages earned. Bonuses are directly proportional to performance between any of these set points. Thus, an Other NEO’s actual bonus could range from 0% to 150% of the executive’s target bonus percentage. The Annual Incentive Plan includes clawback provisions that allow the Company to recoup amounts paid to Other NEOs and other designated employees under the Plan if the Company is required to restate its financial statements. The amount of any clawback is computed by calculating the difference in the award payment based on the restated financial statement amounts compared to the amounts that were used to calculate the initial award. The following table shows the thresholds, targets, maximums and weightings for each performance goal that the Committee approved for 2023 for the Company’s corporate officers, which included each of the Company’s NEOs.

  10. COMPENSATION DISCUSSION AND ANALYSIS

    The Committee selected the above measures and goals for our executive officer compensation because we use those same types of criteria for our branch employees and we desire to have the interests of our executive officers aligned as much as possible with our employees in the field. The following includes some of the specific reasons we selected each measure and goal: (1)Earnings Per Share – Diluted – A direct profitability measure. (2)Regional Loan Growth – Impacts the profitability and franchise value of the Company. (3)Retail Deposit Growth – Funds future growth and impacts the profitability and franchise value of the Company. (4)Efficiency Ratio – Impacts the profitability of the Company. We calculate the efficiency ratio as follows: •Tax Equivalent Net Interest Income, excluding Loan Discount Accretion + Noninterest Income •Divided by Noninterest Expenses, excluding Intangibles Amortization and Merger Expenses, excluding Foreclosed Property Gains/Losses and Other Gains/Losses •Each of the excluded items noted above is excluded because they are beyond the control of management. In addition to the measures and goals noted above, the Committee also set two qualifying triggers that the Company must meet for any of the above-described bonuses to be paid (i.e., each triggering qualification must be met before any bonus may be paid). The two triggers were: •The Committee’s determination that the results of the annual safety and soundness exam of First Bank performed by regulatory authorities were satisfactory; and •The Company’s earnings per share had to exceed $2.53, which was approximately two-thirds of the budgeted goal. As shown above, the 2023 total payout percentage for executive officers under the Annual Incentive Plan was 44.9%. Additionally, the Committee determined that the two triggers were achieved. Accordingly, the following table illustrates how each Other NEO’s incentive bonus for 2023 was calculated.

  11. COMPENSATION DISCUSSION AND ANALYSIS

    | | (A) | (B) | (C) | (A times B times C) | | Other NEO | 2023 Salary ($) | Target Bonus Percentage | Performance Percentage | Value of Incentive Plan Compensation ($) | | Michael G. Mayer | 775,000 | 75.0% | 44.9% | 260,981 | | Elizabeth B. Bostian | 450,000 | 25.0% | 44.9% | 50,513 | | Gregory A. Currie | 500,000 | 50.0% | 44.9% | 112,250 |

  12. COMPENSATION DISCUSSION AND ANALYSIS

    At its January 2024 meeting, the Committee determined that, consistent with the practices followed in recent prior years, 14 senior members of the Company’s management team, including Mr. Mayer, Ms. Bostian and Mr. Currie, would receive 50% of their 2024 bonus that related to 2023 performance in cash and the other 50% in shares of restricted stock. The Committee determined that the stock would vest in one-third increments at December 31, 2024, December 31, 2025 and December 31, 2026. This determination was made in order to promote retention and share ownership among members of senior management. The Committee also awarded Ms. Bostian an additional $50,000 bonus for 2023 performance. As a result, the following payouts were made in March 2024: •Mr. Mayer was granted 3,700 shares of stock with a value of $130,491 and was paid $130,491 in cash; •Ms. Bostian was granted 1,425 shares of stock with a value of $50,256 and was paid $50,257 in cash; and •Mr. Currie was granted 1,591 shares of stock with a value of $56,125 and was paid $56,125 in cash. See “Changes to 2024 Compensation Elements for Other NEOs” below for discussion of changes in incentive bonus targets for 2024. Long-Term Equity Grants. In order to promote share ownership and management retention, and consistent with past consultations with our compensation consultant, the Committee typically grants restricted shares of common stock annually to various officers, including each of our NEOs, with full vesting to occur on the third anniversary of the grant date. The following are the percentages of the respective annual base salaries of each Other NEO that were set as the grant values in 2023: Mr. Mayer – 85%, Ms. Bostian – 25%, Mr. Currie – 30%. See discussion regarding Mr. Moore’s grant in the section above titled “Compensation of Richard H. Moore, Chief Executive Officer.” The following table presents information on the 2023 long-term equity grants to our Other NEOs.

  13. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation we paid in each of the last three fiscal years to the NEOs:

  14. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE

  15. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Richard H. Moore | 2023 | 525,000 | — | 585,000 | — | 60,000 | 72,921 | 1,242,921 | | Chief Executive Officer of the Company | 2022 | 519,231 | — | 670,600 | — | 195,600 | 61,787 | 1,447,218 | | | 2021 | 466,346 | 100,000 | 674,320 | — | 199,320 | 47,262 | 1,487,248 | | Michael G. Mayer | 2023 | 765,385 | — | 789,225 | — | 130,490 | 78,913 | 1,764,013 | | President of the Company, Chief | 2022 | 713,462 | — | 966,969 | — | 350,719 | 58,902 | 2,090,052 | | Executive Officer of First Bank | 2021 | 616,346 | 150,000 | 603,937 | — | 228,938 | 45,717 | 1,644,938 | | Elizabeth B. Bostian | 2023 | 450,000 | 25,257 | 160,256 | — | 25,256 | 45,254 | 706,023 | | Executive Vice President, Chief Financial | 2022 | 340,000 | — | 157,563 | — | 72,563 | 36,376 | 606,502 | | Officer of the Company and First Bank | 2021 | 199,713 | — | 585,827 | — | 56,610 | 28,882 | 871,032 | | Gregory A. Currie, Jr. | 2023 | 500,000 | — | 206,125 | — | 56,125 | 48,650 | 810,900 | | President of First Bank | 2022 | 375,000 | — | 273,750 | — | 161,250 | 39,155 | 849,155 | | | 2021 | 352,885 | 42,000 | 646,000 | — | 54,000 | 34,556 | 1,129,441 |

  16. 2023 SUMMARY COMPENSATION TABLE

    _______________________________________________________________________ (1)In recognition of the Company’s performance and the executive’s achievements during 2021, Mr. Moore was granted a $100,000 cash bonus, Mr. Mayer was granted a $150,000 cash bonus, and Mr. Currie was granted a $42,000 bonus to be paid half in cash and half in restricted shares of Company stock to vest in one-third increments on December 31, 2022, December 31, 2023 and December 31, 2024. These bonuses were awarded in February 2022 and were in addition to the amounts paid under the non-equity incentive plans. In February 2024, the Committee awarded Ms. Bostian a $50,000 bonus to be paid half in cash and half in restricted shares that will vest in one-third increments on December 31, 2024, December 31, 2025, and December 31, 2026. (2)The stock awards for 2023 relate to the following: •50% of the annual incentive award earned by each NEO. See the sections of the Compensation and Discussion Analysis above entitled “Performance Incentive Plan” for Mr. Moore and “Annual Incentive Plan” for the Other NEOs. •Ownership and retention-based stock grants made on June 27, 2023. See the section of the Compensation and Discussion Analysis above entitled “Equity Grants”. (3)All amounts in this column were paid pursuant to the Performance Incentive Plan for Mr. Moore and the Annual Incentive Plan for the Other NEOs. See the Compensation and Discussion Analysis above for further discussion. (4)The following table shows the components of “All Other Compensation.”

  17. 2023 SUMMARY COMPENSATION TABLE

    | All Other Compensation | | | | | | | | Name | Year | Defined Contribution Plan ($) | Club Dues ($) | Dividends on Restricted Stock (1) ($) | Life Insurance (2) ($) | Total ($) | | Richard H. Moore | 2023 | 19,800 | — | 51,134 | 1,987 | 72,921 | | | 2022 | 18,300 | — | 41,651 | 1,836 | 61,787 | | | 2021 | 17,400 | — | 28,231 | 1,631 | 47,262 | | Michael G. Mayer | 2023 | 19,800 | — | 56,087 | 3,026 | 78,913 | | | 2022 | 18,300 | — | 37,997 | 2,605 | 58,902 | | | 2021 | 17,400 | — | 25,625 | 2,692 | 45,717 | | Elizabeth B. Bostian | 2023 | 19,800 | 6,706 | 18,349 | 399 | 45,254 | | | 2022 | 18,300 | 3,930 | 13,873 | 273 | 36,376 | | | 2021 | 17,400 | — | 11,349 | 133 | 28,882 | | Gregory A. Currie, Jr. | 2023 | 19,800 | 4,878 | 23,322 | 650 | 48,650 | | | 2022 | 18,300 | 3,453 | 17,402 | — | 39,155 | | | 2021 | 17,400 | 3,165 | 13,991 | — | 34,556 |

  18. 2023 SUMMARY COMPENSATION TABLE

    (1)The amounts in this column represent the amount of cash dividends earned on shares of unvested restricted stock. (2)The amounts in this column represent the benefit associated with the life insurance provided by the bank-owned life insurance policies discussed in “Benefits” in the Compensation Discussion and Analysis section above. We have entered into employment agreements with 12 of our officers, including each of the NEOs. Each employment agreement provides for post-termination benefits. See “Potential Payments Upon Termination” below for more information about these potential benefits, and about the non-competition and confidentiality covenants contained in the agreements.

  19. CEO Pay Ratio

    CEO Pay Ratio The Compensation Committee monitors the relationship between the compensation of our executive officers and of our non-managerial employees. We disclose below the ratio of the pay of our CEO to our median employee (“pay ratio”). To determine the median employee, we considered 1,683 employees, which, except as noted in the following sentence, included all full-time and part-time employees, with the exception of the CEO, as of December 31, 2023. We determined the median employee based on W-2 earnings for 2023. For employees hired during 2023, we converted their earnings to an annualized amount. No full-time equivalent adjustments were made for part-time or temporary employees. For purposes of determining the pay ratio, the total compensation of our CEO includes all compensation reported in the Summary Compensation Table. The total compensation of the median employee was determined in the same manner as was used for the CEO in the Summary Compensation Table.

  20. CEO Pay Ratio

    | Median Annual Total Compensation of All Employees: | $58,484 | | Total Annual Compensation of CEO: | $1,242,921 | | Pay Ratio: | 21.25 |

  21. Pay Versus Performance

    Pay Versus Performance As noted in the Compensation Discussion & Analysis (“CD&A”), one of the Company’s core principles is that we pay for performance. That means that the majority of the Company’s executive compensation is variable and is closely tied to both individual performance and the financial performance of the Company. In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we are providing the following information regarding executive compensation for our CEO (referred to herein as the “PEO”) and the Other NEOs, and the Company’s performance for the fiscal years listed below. The following two financial performance measures represent, in the Company’s opinion, the most important financial performance measures used by the Company to link the PEO’s and each Other NEO’s compensation to the Company’s performance. Each of the listed financial measures (collectively, the “Financial Measures”) is either used to determine the value of the Annual Incentive Plan (“AIP”) pool for short-term incentive compensation or the amount of long-term compensation under the long-term incentive plans. More information regarding the performance measures, the actual mix of all measures for each participant in the AIP calculations, our compensation philosophy and objectives, the amount of compensation “at risk” for each of the NEOs and other related information can be found in the CD&A contained earlier in this Proxy Statement. •Net Income •Earnings per Share, diluted (“EPS”) The Company believes that EPS is the most important Financial Measure tied to executive compensation. It is used to determine 50% of the funding pool for the annual AIP and illustrates the Company’s overall performance over the short-term.

  22. Pay Versus Performance Table

    Pay Versus Performance Table The table below provides investors with standardized data on executive compensation in a format prescribed by the SEC and that is intended to be easier to link to company performance than the amounts already disclosed in the Summary Compensation Table (“SCT”) and CD&A. The information below demonstrates the relationship between our NEOs’ compensation and certain measures of our financial performance.

  23. Pay Versus Performance Table

    | | Summary Compensation Table Total for PEO | | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Other NEOs | Average Compensation Actually Paid to Other NEOs | Value of initial fixed $100 investment based on: | | Net income (thousands) | Earnings Per Share – Diluted | | | | | | | | TSR | TSR of peer group | | | | Year | (1) | | (2) | (3) | (4) | (5) | (6) | (7) | (8) | | 2023 | | 1,242,921 | 1,305,526 | 1,093,645 | 1,147,368 | 102.20 | 107.32 | 104,131 | 2.54 | | 2022 | | 1,447,218 | 1,458,526 | 1,181,903 | 1,109,127 | 115.15 | 98.38 | 146,936 | 4.12 | | 2021 | | 1,487,248 | 1,902,979 | 1,205,843 | 1,310,533 | 120.15 | 118.61 | 95,644 | 3.19 | | 2020 | | 1,119,910 | 1,134,381 | 1,032,474 | 974,607 | 87.28 | 87.24 | 81,477 | 2.81 |

  24. Pay Versus Performance Table

    (1)The dollar amounts in column 1 are the amounts of total compensation reported for our PEO, Mr. Richard Moore for each corresponding year in the “Total” column of the SCT in each applicable year. Mr. Moore has served as our PEO during 2020, 2021, 2022 and 2023. (2)The dollar amount reported in column 2 represents the amount of Compensation Actually Paid to our PEO as computed in accordance with Item 402(v) of Regulation S-K (referenced to herein as “CAP”). The following adjustments were made to the Total Compensation as presented in the SCT for each year to determine the CAP.

  25. Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Stock Awards (a) | Stock Award Adjustment (b) | Compensation Actually Paid to PEO | | 2023 | $1,242,921 | $(585,000) | $647,605 | $1,305,526 | | 2022 | $1,447,218 | $(670,600) | $681,908 | $1,458,526 | | 2021 | $1,487,248 | $(674,320) | $1,090,051 | $1,902,979 | | 2020 | $1,119,910 | $(541,840) | $556,311 | $1,134,381 |

  26. Pay Versus Performance Table

    (a)Represents the deduction from the “Average Reported Summary Compensation Table Total for Other NEOs” column for the total grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  27. Pay Versus Performance Table

    | Year | Fair Value of Stock Awards Issued for Current Year and Received in Current Year | Fair Value of Stock Awards Issued in Prior Year and Received in Current Year | Change in Fair Value of Stock Awards Issued in and Received in Prior Years | Total | | 2023 | $624,951 | $181,830 | $(159,176) | $647,605 | | 2022 | $583,052 | $186,097 | $(87,241) | $681,908 | | 2021 | $559,841 | $186,446 | $343,764 | $1,090,051 | | 2020 | $564,521 | $137,959 | $(146,169) | $556,311 |

  28. Pay Versus Performance Table

    (3)The dollar amounts reported in column 3 represent the average of the amounts reported for the Other NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Other NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023 and 2022, Michael G. Mayer, Elizabeth B. Bostian, and Gregory A. Currie, Jr.; (ii) for 2021, Michael G. Mayer, Eric P. Credle, Elizabeth B. Bostian, and Gregory A. Currie, Jr.; and (iii) for 2020, Michael G. Mayer and Eric P. Credle. (4)The dollar amounts reported in column 4 represent the average amount of CAP to the Other NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Other NEOs as a group during the applicable year. As presented in the SCT, the following adjustments were made to the average total compensation for the Other NEOs as a group for each year to determine the CAP:

  29. Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for Other NEOs | Average Reported Value of Stock Awards (a) | Average Stock Award Adjustment (b) | Average Reported Change in the Actuarial Present Value of Pension Benefits (c) | Average Compensation Actually Paid to Other NEOs | | 2023 | $1,093,645 | $(385,201) | $438,924 | $— | $1,147,368 | | 2022 | $1,181,903 | $(466,094) | $393,318 | $— | $1,109,127 | | 2021 | $1,205,843 | $(278,195) | $382,885 | $— | $1,310,533 | | 2020 | $1,032,474 | $(314,705) | $330,838 | $(74,000) | $974,607 |

  30. Pay Versus Performance Table

    (a)Represents the deduction from the “Average Reported Summary Compensation Table Total for Other NEOs” column for the total grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  31. Pay Versus Performance Table

    | Year | Fair Value of Stock Awards Issued for Current Year and Received in Current Year | Fair Value of Stock Awards Issued in Prior Year and Received in Current Year | Change in Fair Value of Stock Awards Issued in and Received in Prior Years | Total | | 2023 | $374,480 | $181,152 | $(116,708) | $438,924 | | 2022 | $332,938 | $112,184 | $(51,804) | $393,318 | | 2021 | $189,254 | $69,449 | $124,183 | $382,885 | | 2020 | $284,713 | $109,846 | $(63,721) | $330,838 |

  32. Pay Versus Performance Table

    (c)Reflects subtraction of the aggregate change in the actuarial present value of Mr. Credle’s accumulated benefits under the pension plan as reported for him in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for prior years. It is not included in this document as Mr. Credle is no longer an NEO. (5)Cumulative Total Shareholder Return (“TSR”) is calculated by dividing (i) the sum of (A) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (B) the difference between the Company’s share price at the end and the beginning of the measurement period, by (ii) the Company’s share price at the beginning of the measurement period. (6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P US BMI Banks Industry Group Index. (7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8)For purposes of our incentive compensation plans, earnings per share - diluted (which we define as “EPS”) is calculated by dividing the Company’s net income available to common shareholders for the applicable year, by the average number of fully diluted common shares outstanding during the year. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that EPS is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table above) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance.

  33. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The amounts shown in the table below relate to (i) the range of possible non-equity and equity payouts in 2024 for 2023 performance under the Performance Incentive Plan for our CEO and the Annual Incentive Plan for Other NEOs and (ii) grants of stock made to each NEO in June 2023 to promote share ownership and management retention. Under both incentive plans, we pay cash bonuses within the first 75 days following year end based on corporate performance in the preceding fiscal year. Under the Performance Incentive Plan, Mr. Moore’s bonus is payable in an equal mix of cash and restricted stock, while payments under the Annual Incentive Plan can be paid in cash or restricted stock or a mix of the two. In February 2024, the Compensation Committee determined that 15 members of senior management, would be paid their awards in a mix of 50% cash and 50% restricted stock.

  34. Grants of Plan-Based Awards

    | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | Name | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Richard H. Moore | 60,000 | 120,000 | 240,000 | 1,507 | 3,014 | 6,029 | 16,886 | 525,000 | | Michael G. Mayer | 287,020 | 574,039 | 861,059 | 6,829 | 13,659 | 20,488 | 21,188 | 658,735 | | Elizabeth B. Bostian | 56,250 | 112,500 | 168,750 | 1,413 | 2,826 | 4,239 | 4,342 | 135,000 | | Gregory A. Currie, Jr. | 125,000 | 250,000 | 375,000 | 3,140 | 6,280 | 9,420 | 4,825 | 150,000 |

  35. Grants of Plan-Based Awards

    ___________________________________________________________ (1)These amounts represent ranges of the possible performance-based cash bonuses that could have been paid in 2024 based on 2023 performance pursuant to the Performance Incentive Plan for Mr. Moore and the Annual Incentive Plan for the Other NEOs. See beginning on page 19 for a discussion regarding the range of these potential payouts and the actual payout for Mr. Moore under the Performance Incentive Plan, and see beginning on page 21 for a discussion regarding the range of potential payouts for the Other NEOs and their payouts under the Annual Incentive Plan. (2)These amounts represent ranges of the possible performance-based equity grants that could have been made in 2024 based on 2023 performance pursuant to the Performance Incentive Plan for Mr. Moore and the Annual Incentive Plan for the Other NEOs who were due to receive their payouts in a mix of cash and restricted stock. The number of shares shown is computed by dividing the value of the equity payout, which is the same as the value of the cash payout, by the closing price of the Company’s stock price on March 8, 2024, the date the grants were made. See beginning on page 19 for a discussion regarding the range of these potential payouts and the actual payout for Mr. Moore under his Performance Incentive Plan, and see beginning on page 21 for a discussion regarding the range of potential payouts for the Other NEOs and their actual payouts under the Annual Incentive Plan. (3)The amounts in this column include the shares of restricted stock that were granted to each NEO on June 27, 2023 in order to promote share ownership and management retention. (4)These amounts represent the value of the grants in column (3) based on the value of the Company’s common stock on the dates of the grants.

  36. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information about the equity awards our NEOs held as of December 31, 2023. The Company did not have any stock options outstanding or that vested in 2023 for NEOs.

  37. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Richard H. Moore | 7/27/2021 (1) | 12,245 | 453,187 | | | | | 1/25/2022 (2) | | | 1,448 | 53,590 | | | 6/20/2022 (3) | 13,610 | 503,706 | | | | | 1/24/2023 (4) | | | 3,275 | 121,208 | | | 6/27/2023 (5) | 16,886 | 624,951 | | | | Michael G. Mayer | 7/27/2021 (1) | 9,667 | 357,776 | | | | | 1/25/2022 (2) | | | 1,663 | 61,548 | | | 6/20/2022 (3) | 17,657 | 653,486 | | | | | 1/24/2023 (4) | | | 5,873 | 217,360 | | | 6/27/2023 (5) | 21,188 | 784,168 | | | | Elizabeth B. Bostian | 7/27/2021 (1) | 753 | 27,869 | | | | | 12/31/2021 (6) | 10,936 | 404,741 | | | | | 1/25/2022 (2) | | | 411 | 15,211 | | | 6/20/2022 (3) | 2,435 | 90,119 | | | | | 1/24/2023 (4) | | | 1,215 | 44,967 | | | 6/27/2023 (5) | 4,342 | 160,697 | | | | Gregory A. Currie, Jr. | 7/27/2021 (1) | 1,830 | 67,728 | | | | | 12/31/2021 (6) | 10,936 | 404,741 | | | | | 1/25/2022 (2) | | | 544 | 20,133 | | | 6/20/2022 (3) | 3,223 | 119,283 | | | | | 1/24/2023 (4) | | | 2,701 | 99,964 | | | 6/27/2023 (5) | 4,825 | 178,573 | | |

  38. Outstanding Equity Awards at Fiscal Year-End

    ___________________________________________________________ (1)These amounts relate to a grant made in 2021 to promote share ownership and management retention. During 2021, each NEO was granted restricted stock with Mr. Moore receiving restricted stock valued at an amount equal to his annual base salary, Mr. Mayer receiving stock valued at 60% of his annual base salary, Mr. Currie receiving restricted stock valued at 20% of his annual base salary, and Ms. Bostian receiving restricted stock valued at 15% of her annual base salary. (2)These amounts relate to awards for 2021 performance. Mr. Moore was granted 4,344 shares, Mr. Mayer was granted 4,989 shares, Ms. Bostian was granted 1,233 shares, and Mr. Currie was granted 1,634 shares. The terms for these awards called for vesting to occur in equal one-third increments on December 31, 2022, 2023 and 2024. Thus, one- third of the total award vested on December 31, 2022, one-third of the total award vested on December 31, 2023 and the remaining amount will vest on December 31, 2024. (3)These amounts relate to grants made in 2022 to promote share ownership and management retention. In June 2022, each NEO was granted stock with Mr. Moore receiving stock valued at an amount equal to his annual base salary, Mr. Mayer receiving stock valued at 85% of his annual base salary, Ms. Bostian receiving stock valued at 25% of her annual base salary, and Mr. Currie receiving stock valued at 30% of his annual base salary, which resulted in the following grants: Mr. Moore – 13,610 shares, Mr. Mayer – 17,657 shares, Ms. Bostian – 2,435 shares, and Mr. Currie – 3,223 shares. The terms for these awards call for vesting to occur on June 30, 2025. (4)These amounts relate to awards for 2022 performance. Mr. Moore was granted 4,913 shares, Mr. Mayer was granted 8,810 shares, Ms. Bostian was granted 1,823 shares, and Mr. Currie was granted 4,051 shares. The terms for these awards called for vesting to occur in equal one-third increments on December 31, 2023, 2024 and 2025. Thus, one-third of the total award vested on December 31, 2023, one-third of the total award vested on December 31, 2024 and the remaining amount will vest on December 31, 2025. (5)These amounts relate to grants made in 2023 to promote share ownership and management retention. In June 2023, each NEO was granted stock with Mr. Moore receiving stock valued at an amount equal to his annual base salary, Mr. Mayer receiving stock valued at 85% of his annual base salary, Ms. Bostian receiving stock valued at 25% of her annual base salary, and Mr. Currie receiving stock valued at 30% of his annual base salaries, which resulted in the following grants: Mr. Moore – 16,886 shares, Mr. Mayer – 21,188 shares, Ms. Bostian – 4,342 shares, and Mr. Currie – 4,825 shares. The terms for these awards call for vesting to occur on June 27, 2026. (6)As previously discussed, Ms. Bostian and Mr. Currie assumed new responsibilities with the Company in 2021. In order to promote share ownership and management retention and in recognition of their increased responsibilities, Ms. Bostian and Mr. Currie were each granted shares of common stock with a value of $500,000, which resulted in each of them receiving 10,936 shares. These shares will vest on December 31, 2024.

  39. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows the number of restricted shares of common stock that vested during 2023 and the value realized on the date of vesting, as determined by the Company’s stock price at the close of business on the date the stock vested. The Company did not have any stock options outstanding or that vested during 2023.

  40. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting ($) | | Richard H. Moore (1) | 21,132 | 655,505 | | Michael G. Mayer (2) | 19,886 | 631,542 | | Elizabeth B. Bostian (3) | 2,438 | 81,264 | | Gregory A. Currie, Jr. (4) | 5,030 | 165,284 |

  41. Option Exercises and Stock Vested

    ___________________________________________________________ (1)Mr. Moore’s shares of stock that vested in 2023 related to four grants: •On June 23, 2020 and October 26, 2020, Mr. Moore was granted stock with a value equal to 100% of his annual base salary, which resulted in an award of 16,687 shares of common stock. The shares vested on June 23, 2023 and October 26, 2023, resulting in a value of $655,505 upon vesting with a common stock value of $30.19 and $28.65 respectively. •On February 2, 2021, Mr. Moore was granted 4,078 shares of stock related to 2020 performance, with vesting to occur in equal one-third increments on December 31, 2021, 2022, and 2023. Thus, the last third of the total grant, or 1,359 shares, vested on December 31, 2023, when the value of the common stock was $37.01 per share, which resulted in a value realized on vesting of $50,297. •On January 25, 2022, Mr. Moore was granted 4,344 shares of stock related to 2021 performance, with vesting to occur in equal one-third increments on December 31, 2022, 2023, and 2024. Thus, the second third of the total grant, or 1,448 shares, vested on December 31, 2023, when the value of the common stock was $37.01 per share, which resulted in a value realized on vesting of $53,591. •On January 24, 2023, Mr. Moore was granted 4,913 shares of stock related to 2022 performance, with vesting to occur in equal one-third increments on December 31, 2023, 2024, and 2025. Thus, the first third of the total grant, or 1,638 shares, vested on December 31, 2023, when the value of the common stock was $37.01 per share, which resulted in a value realized on vesting of $60,622. (2)Mr. Mayer’s shares of stock that vested in 2023 related to four grants: •On June 23, 2020 and October 26, 2020, Mr. Mayer was granted stock with a value equal to 85% of his annual base salary, which resulted in an award of 13,767 shares of common stock. The shares vested on June 23, 2023 and October 26, 2023, resulting in a value of $405,078 upon vesting with a common stock value of $30.19 and $28.65 respectively. •On February 2, 2021, Mr. Mayer was granted 4,557 shares of stock related to 2020 performance, with vesting to occur in equal one-third increments on December 31, 2021, 2022, and 2023. Thus, the final third of the total grant, or 1,519 shares, vested on December 31, 2023, when the value of the common stock was $30.19 per share, which resulted in a value realized on vesting of $45,859. •On January 25, 2022, Mr. Mayer was granted 4,989 shares of stock related to 2021 performance, with vesting to occur in equal one-third increments on December 31, 2022, 2023, and 2024. Thus, the second third of the total grant, or 1,663 shares, vested on December 31, 2023, when the value of the common stock was $30.19 per share, which resulted in a value realized on vesting of $50,205.97. •On January 24, 2023, Mr. Mayer was granted 8,810 shares of stock related to 2022 performance, with vesting to occur in equal one-third increments on December 31, 2023, 2024, and 2025. Thus, the first third of the total grant, or 2,937 shares, vested on December 31, 2023, when the value of the common stock was $30.19 per share, which resulted in a value realized on vesting of $88,668. (3)Ms. Bostian’s shares of stock that vested in 2023 related to four grants: •On June 23, 2020 and October 26, 2020, Ms. Bostian was granted stock with a value equal to 15% of her annual base salary, which resulted in an award of 1,182 shares of common stock. The shares vested on June 23, 2023 and October 26, 2023, resulting in a value of $35,685 upon vesting with a common stock value of $30.19 and $28.65 respectively. •On February 2, 2021, Ms. Bostian was granted 712 shares of stock related to 2020 performance, with vesting to occur in equal one-third increments on December 31, 2021, 2022, and 2023. Thus, the final third of the total grant, or 237 shares, vested on December 31, 2023, when the value of the common stock was $30.19 per share, which resulted in a value realized on vesting of $10,276. •On January 25, 2022, Ms. Bostian was granted 1,233 shares of stock related to 2021 performance, with vesting to occur in equal one-third increments on December 31, 2022, 2023, and 2024. Thus, the second third of the total grant, or 411 shares, vested on December 31, 2022, when the value of the common stock was $43.36 per share, which resulted in a value realized on vesting of $17,821. •On January 24, 2023, Ms. Bostian was granted 4,913 shares of stock related to 2022 performance, with vesting to occur in equal one-third increments on December 31, 2023, 2024, and 2025. Thus, the first third of the total grant, or 1,638 shares, vested on December 31, 2023, when the value of the common stock was $37.01 per share, which resulted in a value realized on vesting of $7,155. (4)Mr. Currie’s shares of stock that vested in 2023 related to four grants: •On June 23, 2020 and October 26, 2020, Mr. Currie was granted stock with a value equal to 20% of his annual base salary, which resulted in an award of 2,752 shares of common stock. The shares vested on June 23, 2023 and October 26, 2023, resulting in a value of $80,975 upon vesting with a common stock value of $30.19 and $28.65 respectively. •On February 2, 2021, Mr. Currie was granted 1,151 shares of stock related to 2020 performance, with vesting to occur in equal one-third increments on December 31, 2021, 2022, and 2023. Thus, the final third of the total grant, or 383 shares, vested on December 31, 2023, when the value of the common stock was $30.19 per share, which resulted in a value realized on vesting of $11,563. •On January 25, 2022, Mr. Currie was granted 1,143 shares of stock related to 2021 performance, with vesting to occur in equal one-third increments on December 31, 2022, 2023, and 2024. Thus, the second third of the total grant, or 545 shares, vested on December 31, 2023, when the value of the common stock was $30.19 per share, which resulted in a value realized on vesting of $16,454. •On January 24, 2023, Mr. Currie was granted 4,050 shares of stock related to 2022 performance, with vesting to occur in equal one-third increments on December 31, 2023, 2024, and 2025. Thus, the first third of the total grant, or 1,350 shares, vested on December 31, 2023, when the value of the common stock was $30.19 per share, which resulted in a value realized on vesting of $40,757.

  42. Pension Benefits

    Pension Benefits Pension Plan Our tax-qualified pension plan covered all full-time employees hired on or before June 11, 2009 and provided each participant with an annual retirement benefit paid monthly in cash. At normal retirement age of 65, this benefit was equal to the sum of: (i)0.75% of the participant’s final average compensation multiplied by his/her years of service (up to 40); and (ii)0.65% of the participant’s final average compensation in excess of “covered compensation” (the average of the Social Security taxable wage base during the 35-year period that ends with the year the participant reaches Social Security retirement age), multiplied by years of service (up to 35). “Final average compensation” means the average of the participant’s highest consecutive five years of compensation during his or her last 10 years of employment. For purposes of this plan, “compensation” generally means base salary plus bonuses. However, the federal tax code limits the amount of compensation we can take into account for purposes of the pension plan, and that amount has been taken into account in the amounts provided. Each participant became fully vested in his or her plan benefits after five years of service. Early retirement, with reduced monthly benefits, was available to any participant who leaves the company at or after age 55 with 15 years of service. The plan also provided a death benefit to a vested participant’s surviving spouse. As required by federal pension laws, benefits under the pension plan are funded by assets held in a tax-exempt trust. Effective December 31, 2012, the Compensation Committee froze the benefits payable under the pension plan. In July 2023, the Pension Plan was terminated. None of the NEOs are participants in the Pension Plan due to their hire dates. SERP The SERP was established for the benefit of our senior management. The purpose of the SERP is to provide additional monthly pension benefits to ensure that each participant will receive lifetime pension benefits beyond the amounts that we can pay under our qualified pension plan. The SERP generally provides participants with an annual benefit at normal retirement age of 65, payable monthly in cash, equal to 3% of final average compensation multiplied by years of service (up to a maximum of 20 years). For purposes of the SERP, “final average compensation” has the same meaning as under our pension plan. The amount of a participant’s SERP benefit is reduced by (i) the amount payable under our qualified pension plan, and (ii) 50% of the participant’s primary social security benefit. Effective December 31, 2012, the Compensation Committee froze the benefits payable under the SERP, which means that participants in the SERP do not earn future benefits under the plan after that date. The SERP included a retention feature that penalized participants for leaving the company prior to age 65 by reducing their earned benefit in a graduated manner that resulted in a lower penalty for each year of continued service. For the purposes of this feature, all participants were assumed to have been terminated from the Company on December 31, 2018. None of the NEOs are participants in the SERP due to their hire dates.

  43. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Company offers a nonqualified deferred compensation plan to approximately 15 members of its senior management, under which the participant can elect to contribute, on a tax-deferred basis, a portion of their salary and/or cash bonus into the plan. The plan allows the participant to invest the funds into a variety of mutual fund options. The plan allows for matching or discretionary contributions to be made by the Company, but none have been made. Distributions from the plan are based upon various options preselected by the participant in accordance with IRS 409A requirements. In February 2018, the Compensation Committee approved a $1 million retention and retirement payment that was paid into a deferred compensation plan for Mr. Mayer. Mr. Mayer is able to invest the funds in a variety of investment options and assumes the risk of the investment. The amount in the plan will vest at 100% in February 2023. The amount also vests upon death or disability or termination within two years after a change in control. Additionally, in January 2022, the Committee approved a $500,000 retention and retirement payment that was paid into a deferred compensation plan for Mr. Mayer. He is able to invest the funds in a variety of investment options and assumes the risk of investment. The amount in this plan, and any earnings thereon, will vest 25% per year over four years. None of the earnings in the table below are included in the Summary Compensation Table, as they are not above-market or preferential. Neither are any of the contributions in the table below included in the Summary Compensation Table because they did not vest in 2022.

  44. Nonqualified Deferred Compensation

    | | Executive Contributions in 2023 | Registrant Contributions in 2023 | Aggregate Earnings in 2023 | Aggregate Withdrawals/Distributions | Aggregate Balance at December 31, 2023 | | Name | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | Richard H. Moore | — | — | — | — | — | | Michael G. Mayer (1) | 80,079 | — | 23,196 | — | 1,652,695 | | Michael G. Mayer (2) | | — | 80,237 | — | 507,713 | | Elizabeth B. Bostian | — | — | — | — | — | | Gregory A. Currie, Jr. | — | — | — | — | — |

  45. Nonqualified Deferred Compensation

    (1)Relates to pretax salary and/or cash bonuses deferred into the plan by the participant described in the first paragraph above. (2)Relates to the retention and retirement benefit for Mr. Mayer described in the second paragraph above. Of the aggregate balance in column (f), the Company contributed $1,500,000 and the remaining balance is comprised of earnings and Mr. Mayer's contributions.

  46. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control This section contains information about arrangements that provide for compensation to our NEOs in connection with their termination. Actual circumstances resulting in the departure of an NEO cannot be predicted and may differ from the assumptions used in the information outlined below. Employment Agreements We are party to an employment agreement with each of our NEOs. The following is a summary of the significant terms of those employment agreements. Term The term for each of these agreements is one year, and they automatically renew for an additional one-year period on each anniversary date. Termination Without Cause Under each of the employment agreements, if we terminate the executive without cause, we must pay the executive a lump sum payment based on his or her salary, as follows: Mr. Moore – An amount equal to the greater of the remainder of the agreement term or three months. Mr. Mayer –Under his employment agreement that became effective on February 1, 2022, we must pay an amount equal to one times his base salary plus the value of any accrued paid time off. Ms. Bostian and Mr. Currie – Lump sum payment equal to one time their respective base salaries plus the value of any accrued paid time off. The definition of “cause,” as provided in the agreement for Mr. Moore’s agreement, generally means: •Gross negligence or willful misconduct, •Refusal to comply with policies, procedures, practices or directions, after notice and opportunity to cure within 15 days after such notice, •Commission of an act of dishonesty or moral turpitude, •Commission of a felony, or •Breach of the agreement. The definition of “cause,” as provided in the agreements for Mr. Mayer, Ms. Bostian and Mr. Currie generally means: •Continued failure to perform their duties, other than such failure resulting from a disability (as defined in the agreements), after notice and opportunity to cure within 30 days after such notice, •Willfully engaging in illegal conduct (other than misdemeanor traffic and similar violations) or gross misconduct, •A willful and material act of personal dishonesty •Continued insubordination with respect to directives of the CEO after receipt of a written warning from the CEO with respect thereto, or •A willful act by the executive that constitutes a material breach of fiduciary duty to the Company. Termination Due to Long-Term Disability Pursuant to these employment agreements, we have also agreed to pay a lump sum payment and provide other benefits if employment ends due to a long-term disability, as follows: Mr. Moore - A lump sum payment equal to three months of base salary. Mr. Mayer, Ms. Bostian and Mr. Currie – A lump sum in the amount of the value of any accrued paid time off, and Mr. Mayer is also be entitled to receive all benefits under any of the Company’s welfare benefit plans, and the Company must pay his COBRA premiums for the lesser of (i) one year following the date of termination or (ii) the date in which he enrolls in a group health plan offered by another employer that provides substantially similar coverage. Termination Following a Change in Control Each employment agreement provides for severance payments to the executive if we terminate his or her employment within 12 months after a change in control without cause or if the executive terminates employment for “good reason” within 12 months after a change in control. The definition of “change in control” under each NEOs’ respective employment agreement is as follows: In Mr. Moore’s agreement, “control” is defined as the power, either directly or indirectly, to direct our management or policies or to vote 40% or more of any class of our securities. In general, any change in control of our Company triggers the change in control provisions of this employment agreements. However, the agreement expressly excludes as a “change in control” any merger, consolidation or reorganization following which the owners of our capital stock who were previously entitled to vote in the election of our directors own 61% or more of the resulting entity’s voting stock. The agreements for Mr. Mayer, Ms. Bostian and Mr. Currie provide that a change in control is deemed to have occurred if any of the three following events occurs: Change in Effective Control - A person or group, as defined in the agreements, acquires (or has acquired during the preceding 12 months) 30% or more of the total voting power of the outstanding stock of the Company or a majority of the members of the Board is replaced during any 12-month period by directors whose election is not endorsed by a majority of the members of such Board prior to such election. Change of Asset Ownership – A person or group acquires (or has acquired during the preceding 12 months) assets from the Company that have a total gross fair market value that is equal to or exceeds 40% of the total gross fair market value of all the Company’s assets immediately prior to such acquisition. Change of Ownership – A person or group acquires ownership of stock of the Company that, together with stock previously held, constitutes more than 50% of the total fair market value or total voting power of the outstanding stock of the Company; provided that such person or group did not previously own 50% or more of the value or voting power of the outstanding stock of the Company. The definition of “good reason” under each NEO’s respective employment agreement includes the following: •A material diminution in authority, duties, or responsibilities of such executive immediately prior to the change-in-control; •A material change in geographic location at which the executive must perform services; or •Any other action or inaction that constitutes a material breach of the agreement. In addition to the above definitions of “good reason,” the employment agreements for Ms. Bostian, Mr. Currie, and Mr. Mayer also include the following as a “good reason”: a change in the executive offices of the Company assigned to the executive. In order for the executive to be able to terminate for good reason, the executive first must provide notice to the Company of the condition within 30 days of the initial existence of such condition, with no remedy to the condition being provided by the Company within 30 days of such notice. For Mr. Moore, the amount of the severance payment is 2.99 times his base salary, and in addition the Company will reimburse Mr. Moore for the costs he incurs to participate in the health plan of a previous employer for 12 months. Under each of the Other NEO’s agreements, the amount of the severance payment is equal to 2.99 times the officer’s base salary as of the date of the change in control. Additionally, under each of the Other NEO’s agreements, we would reimburse his or her COBRA health care premiums until the earliest of: (i) the 12-month anniversary of the last date of employment with the Company, (ii) the date the executive is no longer eligible to participate in COBRA coverage, or (iii) the date on which the executive becomes eligible to receive substantially similar coverage from another employer. The following table shows the lump sum cash severance amounts we would have owed our NEOs under their employment agreements if they had terminated employment on December 31, 2023 under various circumstances.

  47. Potential Payments Upon Termination or Change in Control

    | Name | Nature of Payment | Involuntary Termination for Cause or Voluntary Termination by Employee ($) | Involuntary Termination Without Cause ($) (1) | Termination due to Long-Term Disability ($) (2) | Change In Control ($) (3) | | Richard H. Moore | Severance - Cash | — | 355,092 | 131,250 | 1,583,910 | | Michael G. Mayer | Severance - Cash | — | 775,000 | 76,236 | 2,323,934 | | Elizabeth B. Bostian | Severance - Cash | — | 467,000 | 33,236 | 1,361,736 | | Gregory A. Currie | Severance - Cash | — | 512,981 | 29,217 | 1,511,236 |

  48. Potential Payments Upon Termination or Change in Control

    ___________________________________________________________ (1)For Mr. Moore, this amount is equal to 1/12 of his base salary as of December 31, 2023 multiplied by the greater of (i) the number of months remaining in his/her employment agreement term, or (ii) six months. Mr. Moore’s amount also includes the estimated health care cost reimbursement that the Company must pay him for that same time period, which is in accordance with the terms of his employment agreement. For Mr. Mayer, Ms. Bostian and Mr. Currie, the amount in this column is equal to one times their base salary plus the value of their accrued paid time off. (2)For Mr. Moore, the amount in this column is equal to three months of base salary. For Mr. Mayer, the amount is equal to six months of his base salary because that number of months is greater than the number of months remaining in his employment agreement as of December 31, 2022. For Mr. Mayer, Ms. Bostian, and Mr. Currie, the amount is equal to the value of their unused time off as of December 31, 2023 plus 12 months of COBRA premiums. (3)The amount shown is equal to 2.99 times the executive’s annual base salary plus health care reimbursements for Mr. Moore and COBRA premiums for the Other NEOs for 12 months. Our 2014 Equity Plan and the SERP have change in control provisions that, under certain circumstances, automatically vest all participants in the benefits of each plan in the event of a change in control of our Company. See “Outstanding Equity Awards at Fiscal Year End” for information about the equity awards that our NEOs held as of the end of 2023 that would be subject to accelerated vesting upon a change in control. Mr. Mayer’s retirement and retention benefit that was contributed to a nonqualified deferred compensation plan has a change in control provision that provides for vesting in the event of Mr. Mayer’s termination within two years after a change in control of our Company or upon death or disability. See “Nonqualified Deferred Compensation” for more information about this arrangement. The employment agreements also contain noncompetition, non-solicitation and confidentiality covenants by the executives. The non-competition and non-solicitation covenants prohibit each officer from: •engaging, directly or indirectly, in any competing activity or business within a restricted territory for a certain period of time after leaving our Company, which we call the restricted period; •soliciting or recruiting any of our employees during the restricted period; and •making sales contacts with or soliciting any of our customers for any products or services that we offer, in either case within the restricted territory during the restricted period. For Mr. Moore, the restricted period is six months irrespective of the circumstances of termination and the restricted territory includes (i) the area having a 60-mile radius around the Company’s headquarters, (ii) any city, metropolitan area, county, or state in which Mr. Moore’s substantial services were provided, for which Mr. Moore had substantial responsibility, or in which Mr. Moore worked on Company projects, while employed by the Company, or (iii) any city, metropolitan area, county or state in which the Company is located or does or, during Mr. Moore’s employment with Company, did business. For Mr. Mayer, Ms. Bostian, and Mr. Currie, the restricted period is 12 months in the event of a termination for cause, executive’s voluntary termination or termination following a change in control; and the restricted territory is the area having a 25-mile radius of the location of any branch of First Bank for Mr. Currie and Mr. Mayer, and North Carolina for Ms. Bostian. The confidentiality covenants contained in each employment agreement prohibit the executive from disclosing any confidential business secrets or other confidential data both during the term of the employment agreement and for a defined term thereafter. The term of these covenants is 15 years after termination for Mr. Moore, and 10 years for Mr. Mayer, Ms. Bostian, and Mr. Currie. Clawback Policy and Amendments to Employment Agreements In October 2023, the Audit Committee adopted, and the Board ratified, the Company’s Excess Incentive-Based Compensation Recovery Policy (the “Clawback Policy”) in compliance with the final clawback rules adopted by the SEC and the listing standards, as set forth in NASDAQ Listing Rule 5608 (the “Final Clawback Rules”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined in SEC Rule 10D-1 (“Covered Officers”) of the Company in the event that the Company is required to prepare an accounting restatement to correct a material error, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, the Company may recoup from the Covered Officers erroneously awarded compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement to correct a material error. In November 2023, the Company entered into a First Amendment to Employment and Change of Control Agreement with each of its named executive officers.

  49. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The Board of Directors establishes compensation for directors based primarily on consultation with an outside consultant, who assists the Board in evaluating whether its members are receiving fair compensation for the services they perform. This evaluation is based primarily on a comparison to other financial institutions of a similar size. At a Compensation Committee meeting held in 2017, the Committee reviewed peer data for director compensation prepared by Pearl Meyer for the same 20 financial institutions that were used at the time for NEO compensation comparison purposes. As a result of the analysis, the Committee set board fees, as follows, which remained unchanged until October 2022, when the Committee increased board fees for 2023: •Each non-employee director received a base director fee of $37,500 in cash annually. In addition to the base fee, the Lead Independent Director and the Chair of the Audit Committee are paid $12,000 annually. •Non-employee directors of the Company also participate in the 2014 Equity Plan. In June of each year, each non-employee director of the Company is expected to receive a grant of shares of common stock with a value of approximately $37,500. •No additional fees are paid to directors for attending Board or Committee meetings. The following table sets forth compensation we paid to our directors in 2023:

  50. COMPENSATION OF DIRECTORS

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($) | Total ($) | | Mary Clara Capel | 37,500 | 37,500 | — | — | — | 75,000 | | James C. Crawford, III | 49,500 | 37,500 | — | — | — | 87,000 | | Suzanne S. DeFerie | 49,500 | 37,500 | — | — | — | 87,000 | | Abby J. Donnelly | 37,500 | 37,500 | — | — | — | 75,000 | | Mason Y. Garrett | 37,500 | 37,500 | — | — | — | 75,000 | | John B. Gould | 37,500 | 37,500 | — | — | — | 75,000 | | John W. McCauley | 37,500 | 37,500 | — | — | — | 75,000 | | Carlie C. McLamb, Jr. | 37,500 | 37,500 | — | — | — | 75,000 | | Dexter V. Perry | 37,500 | 37,500 | — | — | — | 75,000 | | J. Randolph Potter | 37,500 | 37,500 | — | — | — | 75,000 | | O. Temple Sloan, III | 37,500 | 37,500 | — | — | — | 75,000 | | Frederick L. Taylor II | 37,500 | 37,500 | — | — | — | 75,000 | | Virginia C. Thomasson | 37,500 | 37,500 | — | — | — | 75,000 | | Dennis A. Wicker | 37,500 | 37,500 | — | — | — | 75,000 |

  51. COMPENSATION OF DIRECTORS

    ___________________________________________________________ (1)On June 1, 2023, each non-employee director was granted 1,221 shares of common stock. The grant date fair value of each share of stock was $30.69.