DEF 14A of First Bancorp /NC/, Mar 20, 2025

DEF 14A of First Bancorp /NC/

Filed Mar 20, 2025 · FY20240000811589-25-000016

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. For 2025, the size of the Board has been fixed at 11 members. In the absence of any instructions to the contrary, proxies will be voted for the election of all 11 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. 11 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. 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 December 31, 2024, with respect to the Company's current directors, the 11 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 (64) | Chief Executive Officer of the Company (D) (N) | 186,891 | * | | Michael G. Mayer (65) | President of the Company (D) (N) | 115,552(2) | * | | Mary Clara Capel (66) | (D) (N) | 11,569 | * | | James C. Crawford, III (68) | (D) (N) | 82,677(3) | * | | Suzanne S. DeFerie (68) | (D) (N) | 67,482 | * | | Abby J. Donnelly (62) | (D) (N) | 9,810(4) | * | | John B. Gould (72) | (D) | 57,332(5) | * | | John W. McCauley (57) | (D) (N) | 19,571 | * | | Carlie C. McLamb, Jr. (60) | (D) (N) | 52,360(6) | * | | Dexter V. Perry (55) | (D) (N) | 6,630 | * | | J. Randolph Potter (78) | (D) | 8,996(7) | * | | O. Temple Sloan, III (65) | (D) (N) | 15,597 | * | | Frederick L. Taylor, II (55) | (D) (N) | 40,845(8) | * | | Dennis A. Wicker (72) | (D) | 28,872(9) | * | | Non-Director Executive Officers | | | | | Elizabeth B. Bostian (45) | Executive Vice President and Chief Financial Officer of the Company and First Bank | 16,742 | * | | Gregory A. Currie (47) | Chief Executive Officer of First Bank | 28,440 | * | | Christian A. Wilson (44) | Operating Officer of the Company and First Bank | 4,754 | * | | Directors/Nominees and Non-Director Executive Officers as a Group (17 persons) | | 754,120 | 1.82% |

  5. DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

    _______________________________________________________________________ *Indicates beneficial ownership of less than 1% of the issued and outstanding shares. **Ages as of April 1, 2025. _______________________________________________________________________ (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”). Participants in the 401(k) Plan have the right to direct the trustee of the plan as to how to vote the shares credited to his/her account under the Plan. (2)Mr. Mayer’s shares include 1,017 shares held by his spouse. (3)Mr. Crawford’s shares include 8,325 shares held by his spouse and 6,600 shares held jointly with his children. (4)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. (5)Mr. Gould’s shares include 2,301 shares held by his spouse. (6)Mr. McLamb’s shares include 33,139 shares held by his spouse. (7)Mr. Potter’s shares include 1,895 shares held by his spouse, and he also held 4,100 stock options. (8)Mr. Taylor's shares include 2,400 shares held jointly with his children. (9)Mr. Wicker’s shares include 5,000 shares held by his spouse.

  6. Director Nominees

    Director Nominees Mary Clara Capel, 66, 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 since 2005 and 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, 68, 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 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 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, 68, 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 at which point she joined the Board of Directors of the Company. 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, 62, 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. Michael G. Mayer, 65, 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 held various senior banking positions over his 43-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, 57, 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 our Board. 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., 60, 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 Board of the Company. 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. 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, 64, 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, he 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. He currently serves on numerous committees and boards of the New York Stock Exchange (NYSE) 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. He is a former trustee of Wake Forest University and served on its Investment Committee. Mr. Moore has been a director of the Company since 2010 and was elected as the Chair of the Board 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.

  7. Director Nominees

    Dexter V. Perry, 55, 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. Mr. Perry joined our Board in 2021. 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. O. Temple Sloan, III, 65, 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. 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 has served on our Board since 2015. 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, 55, 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 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.

  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 2024, 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, incentives 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 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 and 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 compensate executive officers for their efforts; •attract and retain quality executive leadership; •reward the achievement of annual corporate performance targets; and •align 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 considerations. 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

    The results of the analyses were considered by the Committee in determining the appropriate components and amounts of executive compensation for 2022. Because the Committee made minimal changes to executive compensation in 2023 and 2024, it did not seek consultation from Pearl Meyer or any other compensation consultant during those years. Executive Compensation Program Overview The five primary components of our executive compensation program are: •Base salary; •Annual cash incentives; •Equity grants; •Benefits; and •Post-termination compensation. The following is an overview of our Annual Incentive Plan that includes our CEO, our other NEOs and other officers of the Company. Annual Incentive Plan Overview The Annual Incentive Plan ("AIP") provides our NEOs and other officers with the opportunity to earn an annual cash and/or stock incentive if the Company achieves certain performance goals. The Committee believes 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 AIP pays cash and stock incentives within the first 75 days of each year based on the Company’s performance in the prior year. Each participant’s total possible incentive is based on a target payout percentage set for each participant. The AIP uses multiple performance measures to determine the amount of each participant’s total incentive. 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 incentive 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 incentive for that measure. Participants earn 50% of their target payment 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 incentive percentages for our NEOs that were set by the Committee for 2024 performance: •Mr. Moore's target incentive percentage was set at 50% of his base salary; •Mr. Mayer's target incentive percentage was set at 75% of his base salary; •Ms. Bostian’s target incentive percentage was set at 45% of her base salary; and •Mr. Currie’s target incentive percentage was set at 50% of his base salary. In connection with the hiring of Mr. Wilson, his 2024 target incentive percentage was set at 30% of his base salary. The AIP includes clawback provisions that allow the Company to recoup incentive amounts paid to NEOs and other designated employees 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. In the information that follows, we discuss the compensation of our CEO and then we discuss the compensation of our Other NEOs. Compensation of Richard H. Moore, Chief Executive Officer and Chair of the Board of Directors Base Salary. In January 2022, Mr. Moore was elected to be the Chair of the Board of Directors while continuing as CEO of the Company. In connection with the additional responsibilities he assumed as Chair, as well as part of its regular review of NEO compensation, in January 2022, the Committee engaged Pearl Meyer to perform a study and make recommendations about Mr. Moore’s compensation. The Pearl Meyer analyses included a comparison of Mr. Moore’s compensation to the Peer Group. Based on this analyses, Pearl Meyer recommended that Mr. Moore’s base salary be adjusted to $525,000, with his other compensation elements remaining the same. Pearl Meyer concluded that this change would put Mr. Moore’s compensation as Chair and CEO in approximately the 50th percentile of similarly situated executives of the Peer Group. The Committee accepted this recommendation and Mr. Moore’s base salary was set at $525,000 for the remainder of 2022. At its January meetings, the Compensation Committee determined not to make any changes to Mr. Moore's base salary for 2023 or 2024. Annual Incentive Plan. Mr. Moore participates in the AIP based on the Company’s achievement of performance goals established and weighted by the Committee. The range of Mr. Moore's annual performance incentive for 2024 was from $131,250 to $393,750 and was payable 50% in cash and 50% in restricted stock, with the stock vesting annually in one-third increments. See previous discussion of Annual Incentive Plan for additional information concerning the AIP. The Company’s 2024 performance goals were the same for Mr. Moore as those for the Other NEOs under our AIP and are discussed below in the section for Compensation of Other NEOs. The Committee reviewed the Company’s performance for 2024 and determined that Mr. Moore’s payout according to the formula noted above resulted in an incentive of $219,713. Mr. Moore was paid 50% of that amount in cash, which amounted to $109,856, and he was granted 2,489 shares of the Company’s restricted common stock, with a value of $109,857 which will vest in equal one-third increments on January 5, 2026, January 5, 2027 and January 5, 2028. Long-Term Equity Grants. As discussed in more detail in the section below entitled “Equity Grants,” in July 2024, Mr. Moore and other officers of the Company were granted restricted shares of the Company’s common stock in an effort to promote share ownership and management retention. The shares vest at the end of three years. Mr. Moore was granted 13,234 shares of restricted stock on July 23, 2024, which had a value of $525,000. In addition to the financial terms discussed above, other provisions of Mr. Moore’s employment agreement are as follows: •One-year term, automatically renews unless either party gives written notice of non-renewal; •A right to participate in Company benefit plans made available to other employees – see discussion of these benefits in the section below entitled “Other NEOs;” •Reimbursement of the costs of participation in the North Carolina State Health Plan; •Upon termination and the occurrence of certain events within 12 months of a change in control, the right to receive 2.99 times his base salary, continuation of health insurance reimbursements for 12 months, and vesting of any unvested long-term incentive compensation awards; •In the event of termination by the Company without “cause,” his long-term incentive compensation awards vest in full; and •For six months following termination of employment, he is subject to noncompetition and nonsolicitation restrictions. Changes for 2025. At its January 2025 meeting, the Compensation Committee determined that Mr. Moore's base salary should be increased to $550,000. Mr. Moore's target incentive percentage under the AIP was increased to 75% of his annual base salary for 2025. Compensation of Other NEOs

  10. COMPENSATION DISCUSSION AND ANALYSIS

    | | (A) | (B) | (C) | (A times B times C) | | Other NEO | 2024 Salary ($) | Target Incentive Percentage | Performance Percentage | Value of Incentive Plan Compensation ($) | | Michael G. Mayer | $775,000 | 75.0% | 83.7% | $486,506 | | Elizabeth B. Bostian | 450,000 | 45.0% | 83.7% | 169,493 | | Gregory A. Currie | 500,000 | 50.0% | 83.7% | 209,250 | | Christian A. Wilson | 230,769 | 30.0% | 83.7% | 57,946 |

  11. COMPENSATION DISCUSSION AND ANALYSIS

    At its January 2025 meeting, the Committee determined that, consistent with the practices followed in recent years, senior members of the Company’s management team, including Mr. Moore, Ms. Bostian, Mr. Currie, and Mr. Wilson would receive 50% of their 2024 incentive in cash and the other 50% in shares of restricted stock. The Committee determined that the stock would vest in one-third increments on January 5, 2026, January 5, 2027 and January 5, 2028. This determination was made in order to promote retention and share ownership among members of senior management. In connection with Mr. Wilson's hiring in May 2024, his 2024 incentive was based upon has pro-rated salary to reflect the portion of the year that he was an employee of the Company. Additionally, in light of the Company's implementation of its succession plan in February 2025, the Committee determined that Mr. Mayer's 2024 incentive payment would be made solely in cash. As a result, the following restricted stock grants and cash incentives were made in the first quarter of 2025: •Mr. Mayer was paid $486,506 in cash; •Ms. Bostian was granted 1,920 shares of stock with a value of $84,747 and was paid $84,746 in cash; •Mr. Currie was granted 2,371 shares of stock with a value of $104,625 and was paid $104,625 in cash; and •Mr. Wilson was granted 681 shares of stock with a value of $30,057 (includes one half of the additional discretionary bonus described below) and was paid $28,973 in cash. See “Changes to 2025 Compensation Elements for Other NEOs” below for discussion of changes in incentive targets for 2025.

  12. Additional Discretionary Bonus

    Additional Discretionary Bonus In conjunction with the AIP payment made in February 2025, Mr. Mayer also received $142,860 of incremental bonus in recognition of Mr. Mayer's achievements and successful implementation of succession planning ahead of his planned retirement. Additionally, in recognition of his achievements, Mr. Wilson's payments include $2,167 of incremental bonus, paid half in stock and half in cash. 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 2024: Mr. Mayer – 85%, Ms. Bostian – 33%, Mr. Currie – 30%. Mr. Wilson was provided a restricted stock grant upon his employment in May 2024 and it is reflected below. 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 2024 long-term equity grants to our Other NEOs.

  13. Additional Discretionary Bonus

    | Other NEO | Date of Grant | Number of Shares Granted | Value of Grant ($) | Vesting Date | | Michael G. Mayer | July 23, 2024 | 16,606 | $658,750 | July 23, 2027 | | Elizabeth B. Bostian | July 23, 2024 | 3,403 | 135,000 | July 23, 2027 | | Gregory A. Currie | July 23, 2024 | 3,781 | 150,000 | July 23, 2027 | | Christian A. Wilson | May 31, 2024 | 4,754 | 150,000 | May 31, 2027 |

  14. Additional Discretionary Bonus

    As discussed below, in February 2025 the Company announced the implementation of its succession plan actions. In connection with these and other actions, assuming acceptable financial performance, it is expected that annual grants will also be made in 2025, as adjusted for any changes in employee compensation and the grant values that are set by the Committee. All grants of restricted shares are made under the Company’s 2024 Equity Plan or the 2014 Equity Plan (prior to its expiration on May 8, 2024). Both the 2024 Equity Plan and 2014 Equity Plan have clawback provisions that provide that any compensation paid pursuant to the Plan which is subject to recovery under any law, government regulation or stock exchange listing requirement, including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act and related implementing rules and regulations (“Dodd-Frank Act”), will be subject to such deductions, recovery and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement. Participants shall, upon written demand by the Company, promptly repay any such compensation or take such other action as the Company may require for compliance with these provisions. Changes to 2025 Compensation Elements for Other NEOs. At its January 2025 meeting, the Compensation Committee reviewed the compensation elements for its Other NEOs. The Committee approved an annual salary of $650,000 for Mr. Mayer through February 2026. In light of the succession planning actions, Mr. Mayer will no longer participate in the AIP. The Committee approved an increase in Ms. Bostian's salary to $500,000 and an increase in her AIP Target to 50%. The Committee approved an increase in Mr. Currie's salary to $650,000 and an increase in his AIP Target to 75%. Further, the Committee approved an increase in Mr. Wilson's salary to $425,000. All other elements of compensation for our Other NEOs remain unchanged for 2025. Benefits We provide a competitive benefits program for our NEOs, including our CEO, in order to retain and attract an appropriate caliber of talent and recognize that other companies with which we compete for talent provide similar benefits to their executive officers. The following table lists our current benefit programs and shows the employees eligible for each benefit:

  15. Additional Discretionary Bonus

    | Benefit Plan | Named Executive Officers | Certain Managers and Individual Contributors | All Full-Time Employees | | Retention and Retirement Arrangement | (1) | | | | Supplemental Executive | | | | | Retirement Plan | (2) | X | | | Deferred Compensation Plan | (3) | (3) | | | Perquisites | X | X | (7) | | 401(k) Plan | X | X | X | | Defined Benefit Pension Plan | (4) | (4) | (4) | | Health Insurance | X | X | X | | Life Insurance(5) | X | X | X | | Bank-Owned Life Insurance(6) | (6) | (6) | | | Disability Insurance | X | X | X |

  16. Additional Discretionary Bonus

    _______________________________________________________________________ (1)In 2018 and 2022, the Committee approved retention and retirement payments of $1 million and $500,000, respectively, 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 2018 payment amount of $1 million and any investment earnings vested 100% in February 2023. The 2022 payment of $500,000 and any investment earnings will vest 25% per year over four years. The Committee approved those payments and terms as a retention tool for Mr. Mayer and in recognition that Mr. Mayer was approaching a normal retirement age. (2)Due to their hire dates, the NEOs are not participants in this Plan, but certain managers and individual contributors remain participants. (3)The Company offers a nonqualified deferred compensation plan to approximately 15 members of its senior management, whereby the participant can elect to contribute, on a tax-deferred basis, a portion of his or her base salary and/or cash incentive 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 no Company contributions been made since the plan’s inception. (4)Our defined benefit pension plan covered all full-time employees hired on or before June 11, 2009. This plan was frozen as of December 31, 2012 for all participants and was terminated in 2023. (5)The Company provides life insurance through a group life insurance policy that includes each employee that is not covered by a bank-owned life insurance policy and amounts to two times the employee’s base salary, subject to a cap of $300,000. (6)The Company has purchased single-premium bank-owned life insurance policies that insure the lives of many officers of the Company. For participating employees, during their employment life insurance benefits are two times the employee’s base salary with no cap. All proceeds from the life insurance that exceed the portion attributable to the employee are payable to the Company. (7)All employees are eligible to receive discounted interest rates on credit cards and overdraft protection, as well as reduced origination fees on home loans. Supplemental Executive Retirement Plan We previously established a Supplemental Executive Retirement Plan (“SERP”) for the benefit of certain members of our senior management, but, due to their hire dates, none of our NEOs is a participant in the SERP. Perquisites We provide only very limited perquisites. None of our NEOs received in excess of $10,000 in perquisites during 2024.

  17. 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:

  18. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE

  19. 2024 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 | 2024 | | 525,000 | — | | 634,856 | — | | 109,857 | | 67,753 | | 1,337,466 | | Chief Executive Officer of the Company | 2023 | 525,000 | | — | 585,000 | | — | 60,000 | | 87,821 | | 1,257,821 | | | | 2022 | 519,231 | | — | 670,600 | | — | 195,600 | | 76,071 | | 1,461,502 | | | Michael G. Mayer | 2024 | 775,000 | | 142,860 | 658,760 | | — | 486,506 | | 64,668 | | 2,127,794 | | | President of the Company | 2023 | 765,385 | | — | 789,225 | | — | 130,490 | | 78,913 | | 1,764,013 | | | | 2022 | 713,462 | | — | 966,969 | | — | 350,719 | | 558,902 | | 2,590,052 | | | Elizabeth B. Bostian | 2024 | 450,000 | | — | 219,747 | | — | 84,746 | | 42,833 | | 797,326 | | | Executive Vice President, Chief Financial | 2023 | 450,000 | | 25,000 | 185,257 | | — | 25,256 | | 45,254 | | 730,767 | | | Officer of the Company and First Bank | 2022 | 340,000 | | — | 157,563 | | — | 72,563 | | 36,376 | | 606,502 | | | Gregory A. Currie, Jr. | 2024 | 500,000 | | — | 254,625 | | — | 104,625 | | 43,694 | | 902,944 | | | Chief Executive Officer and President of | 2023 | 500,000 | | — | 206,125 | | — | 56,125 | | 48,650 | | 810,900 | | | First Bank | 2022 | 375,000 | | — | 273,750 | | — | 161,250 | | 39,155 | | 849,155 | | | Christian A. Wilson (5) | 2024 | 230,769 | | 1,083 | 180,057 | | — | 28,973 | | 21,746 | | 462,628 | | | Chief Operating Officer of the | | | | | | | | | | | | | | | Company and First Bank | | | | | | | | | | | | | |

  20. 2024 SUMMARY COMPENSATION TABLE

    _______________________________________________________________________ (1)In recognition of the Company's performance, the executive's achievements, and successful implementation of succession planning ahead of his planned retirement, in January 2025, the Committee awarded Mr. Mayer a $142,860 bonus to be paid in cash. In recognition of the Company's performance and the executive's achievements, in January 2025, the Committee awarded Mr. Wilson a $2,167 bonus to be paid half in cash and half in restricted shares that will vest in one-third increments on January 5, 2026, January 5, 2027 and January 5, 2028. In recognition of the Company’s performance and the executive’s achievements, 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 2024 relate to the following: •50% of the annual incentive award earned by each NEO (other than Mr. Mayer). See the sections of the Compensation and Discussion Analysis above concerning the AIP. •Ownership and retention-based stock grants made on July 23, 2024 and the hiring grant made to Mr. Wilson in May 2024. See the section of the Compensation and Discussion Analysis above entitled “Equity Grants”. (3)All amounts in this column for 2024 were paid pursuant to the AIP (in prior years, Mr. Moore received payments under the "Performance Incentive Plan"). See the Compensation and Discussion Analysis above for further discussion. (4)The following table shows the components of “All Other Compensation.”

  21. 2024 SUMMARY COMPENSATION TABLE

    | All Other Compensation | | | | | | | | | | Name | Year | Defined Contribution Plan ($) | Club Dues ($) | Dividends on Restricted Stock (1) ($) | Life Insurance (2) ($) | Retirement Payments (3) ($) | Healthcare Costs (4) ($) | Total ($) | | Richard H. Moore | 2024 | $20,700 | — | $31,689 | $2,179 | — | $13,185 | $67,753 | | | 2023 | 19,800 | — | 51,134 | 1,987 | — | 14,900 | 87,821 | | | 2022 | 18,300 | — | 41,651 | 1,836 | — | 14,284 | 76,071 | | Michael G. Mayer | 2024 | 20,700 | 1,037 | 39,613 | 3,318 | — | — | 64,668 | | | 2023 | 19,800 | — | 56,087 | 3,026 | — | — | 78,913 | | | 2022 | 18,300 | — | 37,997 | 2,605 | 500,000 | — | 558,902 | | Elizabeth B. Bostian | 2024 | 20,700 | 7,188 | 14,517 | 428 | — | — | 42,833 | | | 2023 | 19,800 | 6,706 | 18,349 | 399 | — | — | 45,254 | | | 2022 | 18,300 | 3,930 | 13,873 | 273 | — | — | 36,376 | | Gregory A. Currie, Jr. | 2024 | 20,700 | 5,444 | 16,856 | 694 | — | — | 43,694 | | | 2023 | 19,800 | 4,878 | 23,322 | 650 | — | — | 48,650 | | | 2022 | 18,300 | 3,453 | 17,402 | — | — | — | 39,155 | | Christian A. Wilson | 2024 | 20,700 | — | 1,046 | — | — | — | 21,746 |

  22. 2024 SUMMARY COMPENSATION TABLE

    (1)The amounts in this column represent the 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. (3)The amount in this column represents the amount of retention and retirement payments that Mr. Mayer is able to invest in a variety of investment options and for which he has assumed the risk of the investment. (4)The Company reimburses Mr. Moore for the costs to participate in the North Carolina State Health Plan. (5) Mr. Wilson was employed by the Company for a portion of 2024. The amount included herein reflects the amount for the period of his employment. We have entered into employment agreements with 14 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.

  23. 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 1,627 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, 2024. We determined the median employee based on W-2 earnings for 2024. For employees hired during 2024, 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.

  24. CEO Pay Ratio

    | Median Annual Total Compensation of All Employees: | $54,006 | | Total Annual Compensation of CEO: | $1,337,466 | | Pay Ratio: | 24.77 |

  25. 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 Company considers the following two financial performance measures to be 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 Annual Incentive Plan (“AIP”) 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 •D-EPS The Company believes that D-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.

  26. 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 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.

  27. 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) | | | 2024 | | 1,337,466 | | 1,636,997 | | 1,140,598 | | 1,365,328 | | 124.28 | | 143.68 | | 76,215 | | 1.84 | | 2023 | 1,257,821 | | 1,101,980 | | 1,101,893 | | 1,066,585 | | 102.20 | | 107.32 | | 104,131 | | 2.53 | | | 2022 | 1,461,502 | | 1,468,896 | | 1,348,570 | | 1,273,741 | | 115.15 | | 98.38 | | 146,936 | | 4.12 | | | 2021 | 1,487,248 | | 1,914,929 | | 1,205,843 | | 1,320,992 | | 120.15 | | 118.61 | | 95,644 | | 3.19 | | | 2020 | 1,119,910 | | 1,096,275 | | 1,032,474 | | 931,895 | | 87.28 | | 87.24 | | 81,477 | | 2.81 | |

  28. Pay Versus Performance Table

    (1)The dollar amounts represent total compensation reported for our Richard Moore, our principal executive officer ("PEO"), for each corresponding year in the “Total” column of the SCT in each applicable year. Mr. Moore has served as our PEO since 2020. (2)The dollar amounts represent 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.

  29. 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 | | 2024 | $1,337,466 | $(634,857) | $934,388 | $1,636,997 | | 2023 | 1,257,821 | (585,000) | 429,159 | 1,101,980 | | 2022 | 1,461,502 | (670,600) | 677,994 | 1,468,896 | | 2021 | 1,487,248 | (674,320) | 1,102,001 | 1,914,929 | | 2020 | 1,119,910 | (541,840) | 518,205 | 1,096,275 |

  30. Pay Versus Performance Table

    (a)Represents the total grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the SCT for the applicable year. (b)Represents the current year change in value of stock awards calculated as the sum of the following: (i) the year-end fair value of any unvested equity awards granted in that year; (ii) the change in fair value during the year of any remaining unvested equity awards granted in a prior year; (iii) fair value of any equity awards that are granted and vest in the same year; and (iv) the change in fair value for awards granted in prior years that vest in the applicable year (calculated as fair value on the vesting date less fair value at the end of the prior year). For the periods presented, there were no awards granted in prior years that were determined to fail to meet the applicable vesting conditions. The dollar value of dividends paid on equity awards are included in total compensation in the Summary Compensation Table 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 as of Vesting Date of Equity Awards Granted and Vested in Same Year | Fair Value Change of Equity Awards Issued in Prior Year and Vested in Current Year | Year-End Fair Value of Unvested Equity Awards Granted During that Year | Year Over Year Change in Fair Value of Unvested Equity Awards | Total | | 2024 | $24,931 | $54,050 | $631,761 | $223,646 | $934,388 | | 2023 | 60,610 | (218,445) | 746,171 | (159,177) | 429,159 | | 2022 | 62,032 | (3,914) | 707,117 | (87,241) | 677,994 | | 2021 | 62,149 | 11,949 | 684,139 | 343,764 | 1,102,001 | | 2020 | 36,471 | (9,562) | 637,464 | (146,168) | 518,205 |

  32. Pay Versus Performance Table

    (3)The dollar amounts represent the average of the amounts reported for the Other NEOs as a group 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 2024, Mr. Mayer, Ms. Bostian, Mr. Currie and Mr. Wilson; (ii) for 2023 and 2022, Mr. Mayer, Ms. Bostian, and Mr. Currie; (iii) for 2021, Mr. Mayer, Eric P. Credle, Ms. Bostian, and Mr. Currie; and (iv) for 2020, Mr. Mayer and Mr. Credle. (4)The dollar amounts represent the average amount of CAP to the Other NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The following adjustments were made to the average total compensation as presented in the SCT for the Other NEOs as a group for each year to determine the CAP:

  33. 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 | | 2024 | $1,140,598 | $(354,734) | $579,464 | $— | $1,365,328 | | 2023 | 1,101,893 | (393,536) | 358,228 | — | 1,066,585 | | 2022 | 1,348,570 | (466,094) | 391,265 | — | 1,273,741 | | 2021 | 1,205,843 | (588,844) | 703,993 | — | 1,320,992 | | 2020 | 1,032,474 | (314,705) | 288,126 | (74,000) | 931,895 |

  34. Pay Versus Performance Table

    (a)Represents the average total grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the SCT for the Other NEOs. (b)Represents the current year change in value of stock awards calculated as the sum of the following: (i) the year-end fair value of any unvested equity awards granted in that year; (ii) the change in fair value during the year of any remaining unvested equity awards granted in a prior year; (iii) fair value of any equity awards that are granted and vest in the same year; and (iv) the change in fair value for awards granted in prior years that vest in the applicable year (calculated as fair value on the vesting date less fair value at the end of the prior year). For the periods presented, there were no awards granted in prior years that were determined to fail to meet the applicable vesting conditions. The dollar value of dividends paid on equity awards are included in total compensation in the Summary Compensation Table 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:

  35. Pay Versus Performance Table

    | Year | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Same Year | Fair Value Change of Equity Awards Issued in Prior Year and Vested in Current Year | Year-End Fair Value of Unvested Equity Awards Granted During that Year | Year Over Year Change in Fair Value of Unvested Equity Awards | Total | | 2024 | $24,609 | $59,276 | $393,678 | $101,901 | $579,464 | | 2023 | 60,384 | (80,697) | 495,247 | (116,706) | 358,228 | | 2022 | 37,395 | (2,053) | 407,727 | (51,804) | 391,265 | | 2021 | 23,150 | 10,459 | 546,197 | 124,187 | 703,993 | | 2020 | 24,480 | (6,306) | 333,673 | (63,721) | 288,126 |

  36. 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. This discussion 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)Represents the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8)Represents D-EPS, which is utilized in our compensation plans. The Company has determined that D-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 to Company performance. For 2024, however, the Compensation Committee determined that Adjusted Net Income and the resulting Adjusted D-EPS would be utilized for purposes of measuring the earnings per share measurement under the AIP. See "Annual Incentive Plan" above.

  37. 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 2025 for 2024 performance under the Annual Incentive Plan, (ii) grants of stock made to each NEO in July 2024 to promote share ownership and management retention, and (iii) the grant of stock made to Mr. Wilson upon his hiring in May 2024. Under the AIP, we pay incentives within the first 75 days following year end based on corporate performance in the preceding fiscal year. Incentives can be paid in cash or restricted stock or a mix of the two. In January 2025, the Compensation Committee determined that 15 members of senior management would be paid their 2024 awards in a mix of 50% cash and 50% restricted stock. The Compensation Committee determined, in light of the succession plan actions, Mr. Mayer would be paid his 2024 AIP incentive in cash.

  38. 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 | $65,625 | $131,250 | $196,875 | 1,487 | 2,974 | 4,461 | 13,234 | $525,000 | | Michael G. Mayer | 290,625 | 581,250 | 871,875 | — | — | — | 16,606 | 658,735 | | Elizabeth B. Bostian | 50,625 | 101,250 | 151,875 | 1,147 | 2,826 | 3,442 | 3,406 | 135,000 | | Gregory A. Currie, Jr. | 62,500 | 125,000 | 187,500 | 3,140 | 6,280 | 4,249 | 3,781 | 150,000 | | Christian A. Wilson | 17,308 | 34,616 | 51,923 | 392 | 784 | 1,177 | 4,754 | 150,000 |

  39. Grants of Plan-Based Awards

    (1)These amounts represent ranges of the possible performance-based cash incentives that could have been paid in 2025 based on 2024 performance pursuant to the AIP. See beginning on page 19 for a discussion regarding the range of these potential payouts and the actual payout for Mr. Moore, and see beginning on page 21 for a discussion regarding the range of potential payouts for the Other NEOs and their payouts under the AIP. The amounts for Mr. Wilson are calculated based upon the portion of 2024 that Mr. Wilson was an employee of the Company. (2)These amounts represent ranges of the possible performance-based equity grants that could have been made in 2025 based on 2024 performance pursuant to the AIP for the 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 January 28, 2025, 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, 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 AIP. The Compensation Committee determined, in light of the succession plan actions, Mr. Mayer would be paid his award in cash. (3)The amounts in this column include the shares of restricted stock that were granted to each NEO in 2024 in order to promote share ownership and management retention. The number of shares for Mr. Wilson are the shares of restricted stock granted to him upon his hiring in 2024. (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.

  40. 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, 2024. The NEOs did not have any stock options outstanding or that vested in 2024.

  41. 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 | 6/20/2022 (1) | 13,610 | | 598,432 | | | | | | 1/24/2023 (2) | | | | 1,637 | | 71,979 | | | 6/27/2023 (3) | 16,886 | 742,477 | | | | | | | 3/8/2024 (4) | | | | 1,134 | 49,862 | | | | 7/23/2024 (5) | 13,234 | 581,899 | | | | | | Michael G. Mayer | 6/20/2022 (1) | 17,657 | 776,378 | | | | | | | 1/24/2023 (2) | | | | 2,936 | 129,096 | | | | 6/27/2023 (3) | 21,188 | 931,636 | | | | | | | 3/8/2024 (4) | | | | 2,466 | 108,430 | | | | 7/23/2024 (5) | 16,606 | 730,166 | | | | | | Elizabeth B. Bostian | 6/20/2022 (1) | 2,435 | 107,067 | | | | | | | 1/24/2023 (2) | | | | 607 | 26,690 | | | | 6/27/2023 (3) | 4,342 | 190,918 | | | | | | | 3/8/2024 (4) | | | | 950 | 41,772 | | | | 7/23/2024 (5) | 3,403 | 149,630 | | | | | | Gregory A. Currie, Jr. | 6/20/2022 (1) | 3,223 | 141,715 | | | | | | | 1/24/2023 (2) | | | | 1,350 | 59,360 | | | | 6/27/2023 (3) | 4,825 | 212,155 | | | | | | | 3/8/2024 (4) | | | | 1,060 | 46,608 | | | | 7/23/2024 (5) | 3,781 | 166,251 | | | | | | Christian A. Wilson | 5/31/2024 (6) | 4,754 | 209,033 | | | | |

  42. Outstanding Equity Awards at Fiscal Year-End

    ___________________________________________________________ (1)These amounts relate to grants made in 2022 to promote share ownership and management retention. In June 2022, each NEO was granted stock based upon the following percentages of annual base salary: Mr. Moore (100%), Mr. Mayer (85%), Ms. Bostian (25%), and Mr. Currie (30%). These awards vest on June 20, 2025. (2)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. These awards vest in equal one-third increments on December 31, 2023, 2024 and 2025. Thus, one-third of the total award remains unvested. (3)These amounts relate to grants made in 2023 to promote share ownership and management retention. In June 2023, each NEO was granted stock based upon the following percentages of annual base salary: Mr. Moore (100%), Mr. Mayer (85%), Ms. Bostian (25%), and Mr. Currie (30%). These awards vest on June 27, 2026. (4)These amounts relate to awards for 2023 performance. Mr. Moore was granted 1,701 shares, Mr. Mayer was granted 3,700 shares, Ms. Bostian was granted 1,425 shares, and Mr. Currie was granted 1,591 shares. These awards vest in equal one-third increments on December 31, 2024, 2025 and 2026. Thus, two-thirds of the total award remains unvested. (5)These amounts relate to grants made in 2024 to promote share ownership and management retention. In July 2024, each NEO was granted stock based upon the following percentages of annual base salary: Mr. Moore (100%), Mr. Mayer (85%), Ms. Bostian (30%), and Mr. Currie (30%). These awards vest on July 23, 2027. (6)Mr. Wilson joined the company in May 2024. In order to promote share ownership and management retention, Mr. Wilson was granted shares of common stock with a value of $150,000, which resulted in him receiving 4,754 shares. These shares vest on May 31, 2027.

  43. Stock Vested

    Stock Vested The following table shows the number of restricted shares of common stock that vested during 2024 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 NEOs did not have any stock options outstanding or that vested during 2024.

  44. Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting ($) | | Richard H. Moore (1) | 15,898 | $689,484 | | Michael G. Mayer (2) | 15,500 | 673,995 | | Elizabeth B. Bostian (3) | 13,182 | 579,025 | | Gregory A. Currie, Jr. (4) | 15,191 | 666,521 | | Christian A. Wilson | — | — |

  45. Stock Vested

    ___________________________________________________________ (1)Mr. Moore’s shares of stock that vested in 2024 related to four grants from July 27, 2021, January 25, 2022, January 24, 2023 and March 8, 2024. (2)Mr. Mayer’s shares of stock that vested in 2024 related to four grants from July 27, 2021, January 25, 2022, January 24, 2023 and March 8, 2024. (3)Ms. Bostian’s shares of stock that vested in 2024 related to five grants from July 27, 2021, December 31, 2021, January 25, 2022, January 24, 2023 and March 8, 2024. (4)Mr. Currie’s shares of stock that vested in 2024 related to five grants from July 27, 2021, December 31, 2021, January 25, 2022, January 24, 2023 and March 8, 2024.

  46. Pension Benefits

    Pension Benefits Pension Plan and SERP None of the NEOs were participants in the Pension Plan or SERP due to their hire dates.

  47. 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 incentive/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 fully vested 100% in February 2023. 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, vests 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. The contributions are reflected in the SCT in the year in which the contribution was made by the Company.

  48. Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2024 | Registrant Contributions in 2024 | Aggregate Earnings in 2024 | Withdrawals/Distributions in 2024 | Aggregate Balance at December 31, 2024 | | Richard H. Moore | $— | $— | $— | $— | $— | | Michael G. Mayer (1) | 63,384 | — | 28,489 | — | 599,586 | | Michael G. Mayer (2) | — | — | 86,959 | — | 1,739,654 | | Elizabeth B. Bostian | — | — | — | — | — | | Gregory A. Currie, Jr. | — | — | — | — | — | | Christian A. Wilson | — | — | — | — | — |

  49. Nonqualified Deferred Compensation

    ___________________________________________________________ (1)Relates to pretax salary and/or cash incentives/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 above. Of the aggregate balance at December 31, 2024, the Company contributed $1,500,000 and the remaining balance is comprised of earnings.

  50. 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. The below discussion concerning Mr. Mayer and Mr. Wilson incorporates the terms of their respective employment agreements, as executed in February 2025. 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 –An amount equal to the base salary he would have received over the remainder of the agreement term, plus the value of any accrued paid time off, and the Company must pay his COBRA premiums for one year. Ms. Bostian, Mr. Currie and Mr. Wilson – 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, Mr. Currie and Mr. Wilson generally means: •Continued failure to substantially 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 or the Bank. 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, Mr. Currie and Mr. Wilson – A lump sum in the amount of the value of any accrued paid time off, the receipt of all benefits under any of the Company’s welfare benefit plans, and the Company must pay his or her COBRA premiums for the lesser of (i) one year following the date of termination or (ii) the date in which he or she enrolls in a group health plan offered by another employer that provides substantially similar coverage. Termination Following a Change in Control The employment agreements for Ms. Bostian, Mr. Currie and Mr. Wilson provide for severance payments to the executive if we terminate his or her employment within one year after a change in control without cause or if the executive terminates employment for “good reason” within one year after a change in control. Upon the termination of his agreement without cause, Mr. Mayer would receive an amount equal to the base salary he would have received over the remainder of the agreement term, plus the value of any accrued paid time off and the Company must pay his COBRA premiums for one year. 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 Ms. Bostian, Mr. Currie and Mr. Wilson 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 definition of “good reason,” the employment agreements for Mr. Mayer, Ms. Bostian, Mr. Currie, and Mr. Wilson 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 the agreements with Ms. Bostian, Mr. Currie and Mr. Wilson, 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 these other agreements, we would reimburse his or her COBRA health care premiums until the earliest of: (i) one year following termination 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, 2024 under various circumstances.

  51. 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 | — | $358,790 | $131,250 | $1,582,935 | | Michael G. Mayer | Severance - Cash | — | 662,500 | 27,937 | 662,500 | | Elizabeth B. Bostian | Severance - Cash | — | 458,654 | 29,063 | 1,365,909 | | Gregory A. Currie | Severance - Cash | — | 509,615 | 30,025 | 1,515,409 | | Christian A. Wilson | Severance - Cash | — | 382,212 | 27,621 | 1,141,659 |

  52. 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, 2024 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 Ms. Bostian, Mr. Currie and Mr. Wilson, the amount in this column is equal to one times their base salary plus the value of his or her accrued paid time off. For Mr. Mayer, the amount in this column is equal to his base salary through the end of his employment agreement plus his accrued paid time off. (2)For Mr. Moore, the amount in this column is equal to three months of base salary. For Mr. Mayer, Ms. Bostian, and Mr. Currie, the amount is equal to the value of their unused time off as of December 31, 2024 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 2.99 times the executive's annual base salary plus COBRA premiums for one year for Ms. Bostian, Mr. Currie and Mr. Wilson. For Mr. Mayer, the amount shown is equal to the amount described above in the Involuntary Termination Without Cause calculation. Our 2014 Equity Plan and 2024 Equity Plan 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 2024 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, Mr. Currie and Mr. Wilson, 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 and Mr. Wilson. 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 ten years for Mr. Mayer, Ms. Bostian, Mr. Currie and Mr. Wilson.

  53. 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. During 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 annual board fees at $32,000 in cash and a grant of common stock with a value of $32,000. This compensation remained unchanged until October 2022, when the Committee increased board fees, effective January 2023: •Each non-employee director receives a base director fee of $37,500 in cash annually. In addition to the base fee, the Lead Independent Director is paid an additional annual amount of $12,000 and the Chair of the Audit Committee is paid an additional annual amount of $20,000. •Non-employee directors of the Company also participate in the 2024 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 2024:

  54. COMPENSATION OF DIRECTORS

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | 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 | 57,500 | 37,500 | — | 95,000 | | Abby J. Donnelly | 37,500 | 37,500 | — | 75,000 | | Mason Y. Garrett (2) | 28,125 | 37,500 | — | 65,625 | | 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 | 18,750 | — | — | 18,750 | | Dennis A. Wicker | 37,500 | 37,500 | — | 75,000 |

  55. COMPENSATION OF DIRECTORS

    ___________________________________________________________ (1)On June 1, 2024, each non-employee director was granted 1,189 shares of common stock. The grant date fair value of each share of stock was $31.55. Ms. Thomasson retired from the Board prior to June 1, 2024. (2)Mr. Garrett retired during 2024.