DEF 14A of First Community Corp /SC/
Filed Apr 9, 2024 · FY20230001552781-24-000224
Election of Directors
Election of Directors Our board of directors currently has 11 members divided into three classes with staggered terms, so that the terms of only approximately one-third of our board members expire at each annual meeting. The current terms of the Class III directors will expire at this 2024 annual meeting of shareholders. The terms of the Class I directors will expire at the 2025 annual meeting of shareholders, and the terms of the Class II directors will expire at the 2026 annual meeting of shareholders. Our current directors and their classes are:
Election of Directors
| Class I | Class II | Class III | | Michael C. Crapps | Thomas C. Brown | C. Jimmy Chao* | | Jan H. Hollar | W. James Kitchens, Jr. | Ray E. Jones* | | Mickey E. Layden | Roderick M. Todd, Jr. | E. Leland Reynolds* | | Jane S. Sosebee | | Alexander Snipe, Jr.* |
Election of Directors
| * Standing for re-election by the shareholders at the meeting. |
Election of Directors
C. Jimmy Chao, Ray E. Jones, E. Leland Reynolds, and Alexander Snipe, Jr., our current directors whose terms expire at this annual meeting, have been nominated by the board of directors to be elected at the meeting to serve a three-year term expiring at the 2027 annual meeting of shareholders or until each person’s successor is duly elected and qualified. The board of directors recommends that you elect Class III director nominees Messrs. Chao, Jones, Reynolds, and Snipe as Class III directors. If a quorum is present, the directors will be elected by a plurality of the votes cast at the meeting. This means that the four nominees receiving the highest number of votes will be elected directors. There is no cumulative voting with respect to the election of directors. Abstentions, broker non-votes, and the failure to return a signed proxy will have no effect on the outcome of the vote on this matter. You may vote “FOR” or “WITHHOLD” authority to vote for each of the nominees. If you “withhold” authority to vote with respect to one or more director nominees, your vote will have no effect on the election of such nominees. If you submit a proxy but do not specify how you would like it to be voted, Messrs. Jordan and Walker will vote your proxy to elect each of the Class III director nominees Messrs. Chao, Jones, Reynolds, and Snipe. If any of these nominees is unable or fails to accept nomination or election (which we do not anticipate), Messrs. Jordan and Walker will vote instead for a replacement nominee to be recommended by the board of directors, unless you specifically instruct otherwise in the proxy.
In Memoriam
In Memoriam Former director Edward J. Tarver unexpectedly passed away on February 9, 2024. As a result, our board was reduced from 12 members to 11 members. Mr. Tarver served as a director from 2017 until his death. Furthermore, he served as the chair of our audit committee. We appreciate Mr. Tarver’s contribution to the company during his tenure and we offer our condolences to his family. Director Qualifications; Age Limit All of our directors bring to the board of directors leadership experience, derived from their business, professional, and board experiences. Four of our current 11 directors have served as directors of the company since its inception in 1994. Two directors were directors on the board of companies that we acquired, one in 2006 and one in 2014. Three directors have previously served on non-related bank boards. Certain individual qualifications and skills of our directors that contribute to the board of directors’ effectiveness as a whole are described in the biographical information provided below. On May 16, 2023, our board approved an amendment to our bylaws to increase the mandatory retirement age for directors of the company from seventy-two (72) to seventy-four (74). Under our bylaws, in the event that a director attains age 74 during the director’s term of office, the director shall serve only until the director’s current term expires and shall not be eligible for re-election. None of the Class III director nominees will attain the age of 74 prior to our 2024 Annual Meeting of Shareholders on May 22, 2024. Information Regarding Our Nominees and Directors The following describes at least the last five years of business experience of each nominee proposed for election as a director, as well as the specific experience, qualifications, attributes or skills that led to the conclusion that the nominee should serve as our director. There is no family relationship between any of our directors, nominees or executive officers, and there are no arrangements or understandings between the directors and any other person pursuant to which he or she was or is to be selected as a director or nominee. Each of our directors is also a director of First Community Bank, which we refer to herein as the “bank.” Information Regarding Nominees for Directors Set forth below is information about our four Class III nominees to the board of directors. Each nominee has consented to being named as a nominee and agreed to serve if elected. If any named nominee is unable to serve, proxies will be voted for the remaining named nominees. Class III Nominees C. Jimmy Chao, 68, Class III director, has served as our director since our formation in 1994 and as our chairman since 2021. Mr. Chao served as vice chair from May 2020 to May 2021. Mr. Chao lives in Lexington, South Carolina, and, since 1987, he has been CEO of the engineering firm, Chao and Associates, Inc., located in Columbia, South Carolina. Furthermore, he served as president of the engineering and surveying firm, Chao Engineering, Inc. from 2000 to 2020. He received a M.S. degree in Structural Engineering at the University of South Carolina and completed all of the course requirements for his PhD. Mr. Chao is a member of the American Society of Civil Engineers, the National Society of Professional Engineers and the Society of American Military Engineers. In 2009, he was selected as SC Civil Engineer of the Year by the American Society of Civil Engineers. He holds a Professional Engineer license in South Carolina, North Carolina, Georgia, Alabama, Florida and many other states. He is past chair of the Educational Foundation of Lexington School District One and a member of the University of South Carolina’s Design Review Committee. He serves as an adjunct professor at the University of South Carolina Department of Civil & Environmental Engineering. In 2017, he was appointed by the Governor of South Carolina to the Board of Registration for Professional Engineers and Surveyors. Mr. Chao has a strong knowledge of the issues facing small business professionals, which is a target market segment for us. He has extensive knowledge of the business environment and the markets we serve. Ray E. Jones, 53, Class III director, has served as our director since January 2021. Since 2004, Mr. Jones has served as a Partner in the Columbia office of Parker Poe Adams & Bernstein LLP, Attorneys and Counselors at Law. In his role as Partner in the Columbia office of Parker Poe, Mr. Jones provides advice and counsel to a broad spectrum of clients in matters relating to public finance, local taxation, financing of affordable housing and economic development. A native of Columbia, South Carolina, Mr. Jones attended the University of South Carolina where he received a Bachelor’s in Finance, a Master’s in International Business Administration through the Darla Moore School of Business and a Juris Doctorate through the School of Law. Mr. Jones has received numerous recognitions for his work as an attorney focused on economic development and public finance. Furthermore, Mr. Jones has served on the following boards:
In Memoriam
| • | Saluda Shoals Foundation, Board of Directors, 2013-2020, Chair, 2017, |
In Memoriam
| • | March of Dimes, Board of Directors, South Carolina Chapter, 2005-2010; Chair, 2007-2008, and |
In Memoriam
| • | South Carolina Economic Developers’ Association, Board of Directors, 2011-2013. |
In Memoriam
With more than 20 years of experience, Mr. Jones brings a wealth of knowledge of South Carolina businesses, local government, public finance, affordable housing and economic development and is an invaluable asset to our board. E. Leland Reynolds, 69, Class III director, has served as a director since our merger with Savannah River Banking Corporation in February 2014. He is the co-owner and vice president, since 1986, of H. G. Reynolds Co, Inc., a regional general contractor specializing in governmental and educational construction. Mr. Reynolds is a graduate of Clemson University, where he received his degree in Building Science. His civic and professional associations include Clemson University, Aiken Edgefield Economic Development Partnership, and USC Aiken. Mr. Reynold’s experience and background as a co-owner and executive of a regional business allows him to bring significant management and leadership skills to our board. He has strong community ties to Aiken, South Carolina and the surrounding markets. Alexander Snipe, Jr., 72, has served as a Class III director of our board since May 2005. Since September 1992, Mr. Snipe has been the president and chief executive officer of Glory Communications, Inc., which is headquartered in Columbia, South Carolina, and operates radio stations in Columbia, Florence, and Moncks Corner, South Carolina; and Augusta, Georgia. Prior to forming Glory Communications, Inc., Mr. Snipe was a general sales manager at one of Columbia’s top radio stations for 10 years. He has over 40 years of broadcasting experience and over 30 years in broadcasting ownership; is a past member of the South Carolina Broadcasters Association board of directors; is a past president of such Association; and is a South Carolina’s Broadcast Hall of Fame inductee. He is a former board member of the Columbia Urban League, the William L. Bonner Bible College, The Gospel Heritage Foundation, and the National Association of Broadcasters Radio Board. Mr. Snipe has significant experience operating a small business since 1992. He is an active community leader and serves several other associations and foundations. He has strong ties to the Midlands of South Carolina and has extensive knowledge of the business environment and the markets we serve. Information Regarding Continuing Directors Set forth below is also information about each of our other directors. Class I Directors Michael C. Crapps, 65, Class I director, has served as our president and chief executive officer and as a director since our formation in 1994. He received a B.S. degree in Economics in 1980 from Clemson University, an M.B.A. degree from the University of South Carolina in 1984, and is a graduate of the LSU Graduate School of Banking of the South. He began his banking career with South Carolina National Bank in 1980 and, from 1985 to 1994, he was with Republic National Bank in Columbia, South Carolina where he became president, chief executive officer, and a director of that bank. During his career, Mr. Crapps has been responsible for virtually all aspects of banking, including branches, commercial banking, operations, credit administration, accounting, human resources, and compliance. Mr. Crapps has served the banking industry as a member of the Federal Reserve Bank of Richmond’s Charlotte Branch Board of Directors and the Federal Reserve Bank of Richmond’s Community Depository Institutions Advisory Council. He has also served with the South Carolina Bankers Association (“SCBA”), as a former chair and on its board of directors. The SCBA selected Mr. Crapps as the 1997 Young Banker of the Year. Additionally, he currently serves his local community as follows:
In Memoriam
| • | Clemson University IPTAY Board of Directors and its Executive Committee, |
In Memoriam
| • | Midlands Business Leadership Group, serving on its Executive Committee, and |
In Memoriam
| • | Business Development Corporation Board of Directors and Executive Committee member. |
In Memoriam
He is a past chair of Navigating from Good to Great (Ng2G) Foundation Board of Directors, the Greater Lexington Chamber of Commerce, the Saluda Shoals Park Foundation and the South Atlantic Division of the American Cancer Society. Furthermore, he previously served on the Clemson University Foundation Board of Directors. Mr. Crapps has received numerous awards during his career including multiple recognitions as one of the 50 Most Influential People in our local communities and is a 2022 inductee into their Hall of Fame. In 2021, he was recognized by SC Biz as the number one “Power Player” in the banking sector in South Carolina. He was recognized by the South Carolina Foundation for Educational Leadership and the South Carolina Association of School Administrators as a 2023 Distinguished South Carolina Public School Graduate, one of three people statewide to be recognized with this award. Also, in 2023, the Lexington Chamber and Visitors Center named Mr. Crapps the recipient of the Mike Till Impact Award. Under Mr. Crapps’ leadership, First Community Bank has been recognized multiple times as a “best bank,” “best mortgage lender,” and “best places to work” in addition to numerous lending awards from the Small Business Administration. Mr. Crapps’ experience in banking and vision for our company give him the leadership and consensus building skills that provide significant insight and expertise to the board. As a lifelong resident of Lexington, South Carolina, he has significant ties to the Midlands of South Carolina. He has been very active in local community and civic organizations. Jan H. Hollar, 68, Class I director, has served as our director since May 2021. Ms. Hollar is a retired banker with a career that spanned 40 years in community banking with institutions ranging in size from de novo to $4.5 billion. Prior to retiring, Ms. Hollar most recently served as interim chief executive officer of the Myrtle Beach Area Chamber of Commerce from May 2018 to August 2018. Before that, she served as chief executive officer and as a member of the Board of Directors of HCSB Financial Corporation (Nasdaq: HCFB), and its banking subsidiary Horry County State Bank, from April 2016 until it was acquired in July 2017 and as consulting CEO from October 2015 until April 2016. Ms. Hollar was hired by HCFB to rebuild and recapitalize the bank. From 2008 until 2017, Ms. Hollar self-owned and operated Jan H. Hollar, CPA, PC, a professional corporation providing accounting consulting for financial institutions. Ms. Hollar has served as chief financial officer for four different community banks and has directed bank operations in the areas of finance, accounting, deposits, loans, human resources, technology, facilities, strategic planning and shareholder relations. She is a licensed CPA in South Carolina with emeritus status and in North Carolina with retired status. She has worked as a consultant for a number of community banks and has served as instructor at the South Carolina Banker’s School. Ms. Hollar’s community involvement and philanthropic activities include prior work with Lily Pad Haven, a Charlotte-based safe haven for sex-trafficking victims and the Kajiado Children’s Home ministry in Kenya. A Furman University graduate, she holds a bachelor’s degree in economics and business administration with a concentration in accounting. She currently resides in Greenville and Myrtle Beach, South Carolina. Ms. Hollar’s extensive experience in community banking including leadership positions in executive management and at the board level in addition to experience in a number of areas of bank operations brings substantial insight to our board as it relates to the opportunities, challenges and issues in the community banking industry and her connections to the Upstate of South Carolina provide us with insight and connection to that market. Mickey E. Layden, 69, Class I director, has served as our director since May 2019. Ms. Layden is the CEO of LCK, LLC, a partner firm of Colliers International South Carolina and a certified women-owned project management services organization. She is also Executive Vice President and Principal of Colliers International South Carolina. Since 1988, Ms. Layden has led the real estate management division of Colliers International South Carolina, overseeing a large staff and responsible for over 23 million square feet of space. Ms. Layden has served in senior leadership roles at the national level within the Institute of Real Estate Management (“IREM”), including Senior Vice President for Membership, IREM Foundation board member, IREM faculty member and chair of numerous other committees within the organization. In January 2020, she was recognized as one of the “50 Most Influential People in Columbia” by the Columbia Business Monthly. Furthermore, she has been recognized in many publications and organizations as a woman of influence in the business community, receiving the 2013 Influential Women in Business CEO Award, the 2010 Corporate TWIN Award, the 2011 Girl Scouts of South Carolina Mountains to Midlands Women of Distinction Award, and she was included in the Columbia Business Monthly’s 2011 “Women of Influence”. She currently serves her local community as a member of the board of directors of the Lexington Medical Center, where she also serves as secretary of the board of directors, and a member of the Midlands Business Leadership Group. Additionally, Ms. Layden is a past chair of the board of directors of Midlands Housing Alliance, Inc. (Transitions) and secretary and executive committee member of the YMCA board of directors. She has served in leadership roles of many other organizations and community projects throughout her career, including being a past member of the board of trustees of South Carolina Independent Colleges and Universities. As an experienced business professional, Ms. Layden has many ties to the Midlands of South Carolina and has been very active in local community and civic organizations—all of which qualify her to serve on our board of directors and enhance her ability to contribute as a director. Jane S. Sosebee, 67, Class I director, has served as our director since May 2019. Ms. Sosebee retired in 2023 after over 44 years of experience in the telecommunication industry. From 2019 until her retirement, she was the state President of AT&T South Carolina, where she was responsible for its regulatory, economic development, legislative and community affairs activities in the state. She served AT&T and its predecessor companies for over 44 years in various leadership positions. Ms. Sosebee has worked closely with state and community leaders to help bring new technology and jobs to the state and improve the quality of life for South Carolinians. A native of Laurens, South Carolina, Ms. Sosebee attended Clemson University, where she was awarded a Bachelor’s in English. She has served on and chaired the Clemson University Foundation Board. In 2009, she was awarded the University’s Distinguished Service Award. This award is the highest honor that the Alumni Association can bestow and is given to those alumni who have not only devoted their life to professionalism and public service, but who have also continued a lifelong dedication to Clemson University. She is currently serving or has served the local Upstate South Carolina community as follows:
In Memoriam
| • | Clemson University Finance Corporation – Past Board Member |
In Memoriam
| • | Greenville Chamber – Past Board Member and Chair |
In Memoriam
| • | Upstate Alliance – Past Board Member and Chair |
In Memoriam
| • | Peace Center – Past Trustee |
In Memoriam
| • | Urban League of the Upstate – Past Regional Board Member |
In Memoriam
| • | Tri-County Technical College Foundation – Past Board Member |
In Memoriam
| • | Anderson Chamber – Past Board Member |
In Memoriam
| • | Palmetto Bank – Past Director |
In Memoriam
| • | First Citizen’s Bank – Past Community Advisory Board Member |
In Memoriam
| • | Leadership SC Alumna |
In Memoriam
| • | Leadership Anderson Alumna |
In Memoriam
| • | Fort Hill Presbyterian Church – Elder |
In Memoriam
Ms. Sosebee’s extensive business experience, volunteerism, leadership, and knowledge of the markets that we serve qualify her to serve on our board of directors and enhance her ability to contribute as a director. Class II Directors Thomas C. Brown, 66, Class II director, has served as our director since our formation in 1994. Mr. Brown is currently the Priest-Rector at St. Paul’s Church in Greenville, South Carolina and has served in that role since 2011. From 2008 to 2011, he served as the Assistant Rector at All Saints Church, Pawley’s Island, South Carolina. Previously, Mr. Brown was the president and owner of T.C.B. Enterprises of South Carolina, Inc., a Myrtle Beach based restaurant business. Mr. Brown graduated from Clemson University in 1981 with a B.S. degree in Civil Engineering. He completed a three-year term serving on the Clemson Board of Visitors. Mr. Brown has owned and operated a small business for many years. He has extensive knowledge of the small business environment and the related challenges. He brings to the board his unique insight and useful perspective related to the small business environment, which is a primary target market segment for us. W. James Kitchens, Jr., 62, Class II director, has served as our director since our formation in 1994 and as our vice chair since 2021. Mr. Kitchens is president of The Kitchens Firm, PA (formerly known as The Kitchens Firm, Inc.), and its predecessor firm, an accounting firm located in Columbia, South Carolina and has served in that role since 1996. He is a Certified Public Accountant and an investment consultant and currently holds the Chartered Financial Analyst designation. Mr. Kitchens earned a B.S. degree in mathematics from The University of the South in 1984 and an M.B.A. degree from Duke University in 1986. Mr. Kitchens brings to the board knowledge and understanding of tax and financial accounting issues. He has lived most of his life in the Midlands of South Carolina and has a strong knowledge of the business environment in the markets we serve. Roderick M. Todd, Jr., 60, Class II director, has served as our director since our merger with DeKalb Bankshares, Inc. in June 2006. Mr. Todd served as a director of DeKalb Bankshares, Inc. and the Bank of Camden, from its inception in 2001 until June 2006. In July 2000, Mr. Todd founded the law firm Roderick M. Todd, Jr. Attorney and Counselor at Law. Formerly, he was a partner in Cooper and Todd, LLP, Attorneys, from 1994 to 2000. Mr. Todd is a graduate of the University of South Carolina and the University of South Carolina School of Law. Mr. Todd has extensive experience in running and operating his own legal practice in Camden, South Carolina. As a prior director of a start-up community bank, he brings additional insights to our board, relative to community bank operations. He has strong ties to the Camden market, which is a market into which we expanded in 2006 through our acquisition of DeKalb Bankshares, Inc. Information Regarding Our Executive Officers Recent or Planned Transitions On December 14, 2023, we announced promotions and additions to our Executive Leadership Team. Effective January 1, 2024, Joseph A. “Drew” Painter and Vaughan R. Dozier, Jr. became Executive Vice Presidents in the roles of Co-Chief Commercial and Retail Banking Officers. In their roles as Co-Chief Commercial and Retail Banking Officers, Mr. Painter and Mr. Dozier are responsible for leading the bank’s network of banking offices. Effective July 1, 2024, J. Ted Nissen will become the Chief Executive Officer of the bank while still remaining in the role of President and will also be joining the company’s and the bank’s boards of directors. Mr. Crapps will continue in his role as President and Chief Executive Officer of the company. In his role as Chief Executive Officer of the bank, Mr. Nissen will be responsible for the leadership of day-to-day operations of the bank including its mortgage and financial planning lines of business. Mr. Crapps will continue to focus on board governance, investor relations, strategy development and growth decisions, client retention and prospecting, and leadership development. Effective December 31, 2024, Tanya A. Butts intends to retire from her roles as executive vice president and chief operations/risk officer of the company and bank. Biographical Information Biographical information for each of our executive officers is provided below (other than Mr. Crapps). Because Mr. Crapps also serves on our board of directors, we have provided his biographical information above with our other directors. John Ted Nissen, 62, has been with the bank since its inception in 1995 and has been the chief banking officer of the company and the president and chief banking officer of the bank since March 2021. Prior to March 2021, Mr. Nissen was the chief commercial and retail banking officer of the company since June 2019; and executive vice president and chief commercial and retail banking officer of the bank since February 2013. He also serves as a member of the bank’s Executive Leadership Team. A graduate of Presbyterian College in Clinton, South Carolina, Mr. Nissen has over 38 years of experience in the banking industry. He is an active board member and past chairman of the Lexington Medical Center Foundation Board, a past board member of the South Carolina Bankers Association, and currently serves on the Loan Approval Committee for the Business Development Corporation. He is a graduate of Leadership Columbia and past board member of Engenuity SC, the Columbia Chamber of Commerce, Midlands Technical College Foundation, the Boys and Girls Club, and Harvest Hope Food Bank. Robin D. Brown, 56, has been with the bank since it began organization in August of 1994. She has served as chief human resources officer and chief marketing officer of the company since June of 2019; and executive vice president and chief human resources officer and chief marketing officer of the bank since February 2013. She also serves as a member of the bank’s Executive Leadership Team. Ms. Brown has 39 years of experience in the banking industry and worked for the National Bank of South Carolina and Republic National Bank prior to joining the company. Ms. Brown served on and is a past Chairperson of the Human Resources Committee of the South Carolina Bankers Association. Ms. Brown is a magna cum laude graduate of the University of South Carolina Honors College and received her B.S. degree in Business Administration and did post graduate work at the USC School of Business. Ms. Brown is a founding board member of the Lexington County Sheriff’s Foundation and has served that organization in various roles since 1999. She is a board member of Carolina Wildlife Center and is a past board member of the Palmetto Center for Women. She is also a graduate of Leadership Lexington County. Tanya A. Butts, 65, has been the chief operations/risk officer of the company since June 2019 and executive vice president and chief operations/risk officer of the bank since November 2016. She also serves as a member of the bank’s Executive Leadership Team. Prior to joining the bank, Ms. Butts had more than 33 years of experience in financial services, working for regional, national and international commercial banking and mortgage banking organizations such as BancBoston Mortgage, Chase Mortgage, National Australia Bank, Carolina First Bank and TD Bank. During her career, she has been responsible for senior or executive management of information technology and bank operations and risk, and has helped lead organizations through significant change. She earned a B.S. degree from Jacksonville University, graduating magna cum laude. She is an active community volunteer and presently serves on the United Way of the Midlands Board. Ms. Butts has informed us that she plans to retire from the company and the bank effective December 31, 2024.
In Memoriam
Vaughan R. Dozier, Jr., 43, has been with the bank since 2008 and has over 19 years of banking experience. On January 1, 2024, he was promoted to executive vice president, chief commercial and retail banking officer, South Region. He also serves on the bank’s Executive Leadership Team. Prior to the promotion, he served as the regional president for the bank’s Lexington Region. In 2020, he was selected as the Outstanding Young Banker of the Year by the South Carolina Bankers Association. He graduated with a degree in business administration from Presbyterian College. He is also a graduate of the South Carolina Bankers School and Leadership Columbia. He is active in the community currently serving on the South Carolina Bankers Association Young Bankers board. He also serves on the finance committee at Mt. Hebron United Methodist Church and the Cayce/West Columbia Rotary Club serving as Treasurer. In the past, he has served on the board of directors for several organizations, including Beginnings SC, The River Alliance, and Presbyterian College Alumni Association. D. Shawn Jordan, 56, has been the executive vice president and chief financial officer of the company and bank since January 2020 and the executive vice president of the company and bank since November 2019. He also serves as a member of the bank’s Executive Leadership Team. During Mr. Jordan’s 32-year career in the banking industry, he has held leadership and executive positions with public and private financial institutions including local, regional and national organizations. His responsibilities have included corporate analytics; strategic planning; budgeting; forecasting; management, board, regulatory and external reporting; balance sheet management, including capital, liquidity, funding and interest rate risk planning and management; expected credit losses and allowance for loan and lease losses modeling, including CECL; regulatory relations; wealth management; valuation analysis; and mergers and acquisitions. Mr. Jordan served as senior vice president and manager of corporate analytics with IBERIABANK from April 2018 to November 2019. Prior to joining IBERIABANK, from October 2011 until its merger with State Bank Financial Corporation in October 2017, Mr. Jordan worked with AloStar Bank of Commerce where he served as executive vice president and chief financial officer. Mr. Jordan stayed on with State Bank Financial Corporation until March 2018. He holds a bachelor’s degree in economics from Centre College and an M.B.A. from Eastern Kentucky University. Joseph Andrew (Drew) Painter, 46, has been with the bank since 2003 and has 24 years of experience in the banking industry. On January 1, 2024, he was promoted to executive vice president, chief commercial and retail banking officer, North Region. He also serves on the bank’s Executive Leadership Team. Prior to the promotion, he served as the regional president for the Columbia Region, where he also served as a commercial banker for First Community Bank for 20 years. He is a graduate of the University of South Carolina in Columbia, SC. He is currently serving as Board Chair for the Baptist Healthcare System of South Carolina. He is the former Board Chair for the Prisma Health Children’s Hospital in Columbia, SC as well as former Board Chair for the Prisma Health Midlands Foundation. He currently serves as Vice Chair of the Main Street District of Columbia, SC where he previously served as Treasurer. He is the past Chair of the Legislative Committee of the South Carolina Bankers Association and currently serves on the South Carolina Bankers School Board and is a graduate of the South Carolina Bankers School. In 2018, he was selected as the Outstanding Young Banker of the Year by the South Carolina Bankers Association. He is the former President of the Spring Valley Rotary Club. He is a graduate of Leadership Columbia. John F. (Jack) Walker, IV, 58, has over 35 years of experience in the banking industry. He has been the executive vice president and chief credit officer of the company and the bank since August 2019 and has been with the bank since September 2009. He has held various positions within the credit administration area, most recently being promoted to executive vice president and chief credit officer of the bank on August 1, 2019. He also serves as a member of the bank’s Executive Leadership Team. Prior to becoming the chief credit officer, Mr. Walker served as the bank’s senior vice president – loan approval and special assets officer. From 2005 through 2009, he worked at NetBank Business Finance as a director of franchise/commercial credit. Prior to this, he was with SouthTrust Bank for five years as a senior vice president – commercial banking and for 11 years with SunTrust Bank as a first vice president. He earned a bachelor’s degree in computer science from Yale University. Non-Binding, Advisory Vote on Compensation of the Named Executive Officers The rules adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 enable our shareholders to vote to approve, on a non-binding basis, the compensation of our named executive officers. Accordingly, we are asking you to approve the compensation of our named executive officers as described under “Director and Executive Officer Compensation” and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in this proxy statement. The vote on this resolution is not intended to address any specific element of compensation, but rather relates to the overall compensation of our named executive officers as described in this proxy statement in accordance with the applicable SEC compensation disclosure rules. We seek to align the interests of our named executive officers with the interests of our shareholders. Therefore, our compensation programs are designed to reward our named executive officers for the achievement of strategic and operational goals and the achievement of increased shareholder value, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. We believe that our compensation policies and procedures are competitive and focused on performance and are aligned with the long-term interest of our shareholders. This proposal, commonly known as a “Say-on-Pay” proposal, gives you as a shareholder the opportunity to express your views regarding the compensation of the named executive officers by voting to approve or not approve such compensation as described in this proxy statement. This vote is advisory and will not be binding on us, the board of directors or the compensation committee. However, we will take into account the outcome of the vote when considering future executive compensation arrangements. The board of directors believes our compensation policies and procedures achieve this objective and, therefore, recommend shareholders vote “FOR” the proposal through the following resolution: “RESOLVED, that the compensation paid to our named executive officers, as disclosed in our Proxy Statement for the 2024 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the compensation tables and the related narrative discussion in the Proxy Statement, is hereby APPROVED.” If a quorum is present, the proposal will be approved if the number of shares of common stock voted in favor of the matter exceeds the number of shares of common stock voted against the matter. Abstentions, broker non-votes, and the failure to return a signed proxy will have no effect on the outcome of the vote on this matter.
Board’s Role in Risk Oversight
| • | Annually reviewing the form and amount of director compensation and recommending compensation packages to the board. |
Board’s Role in Risk Oversight
| • | Reviewing and making recommendations to our board concerning employment agreements, severance agreements, change in control agreements, as well as any supplemental benefits. |
Board’s Role in Risk Oversight
| • | Overseeing all incentive plans and considering methods of creating incentives for management to achieve sustained growth in earnings and shareholder value and the retention of key management personnel. This may include annual cash incentive plans, long-term incentive plans, equity plans, as well as any special supplemental benefits. The compensation committee makes a recommendation to the board concerning the design structure of such plans. |
Board’s Role in Risk Oversight
| • | Retaining or obtaining the advice, if needed, of a compensation consultant, legal counsel or other advisor, after compliance with Nasdaq listing Rule 5605(d)(3). |
Board’s Role in Risk Oversight
| • | Serving as the stock committee or stock sub-committee and, as such, approving awards under our stock option plan and other equity plans. |
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION General Compensation Philosophy Our compensation committee has determined that we, as a performance-driven business, should reward financial results with appropriate compensation. The compensation committee’s strategy for carrying out this philosophy is to link executive compensation with our financial performance and, at the same time, to be sensitive to external market factors, which might affect such performance but be outside the control of the company’s executives. The compensation committee recognizes the importance of maintaining compensation and benefits at competitive levels designed to attract and retain talented executives. The compensation committee has typically included annual equity award grants as an element of executive compensation and may consider implementation of additional equity award grants in the future as a component of executive compensation. The compensation committee believes that equity-based compensation aligns the long-term interests of employees with those of our shareholders. In determining whether to make equity award grants in the future, the compensation committee will consider the recommendations of the chief executive officer regarding the granting of equity awards for our key executives, other than our chief executive officer. In determining appropriate equity-based compensation awards for our executives, the compensation committee anticipates that it will generally focus on our current and future performance, the current and future performance and achievements of our executives, and the executives’ present and potential future contribution to our success. Executive Compensation The following table shows the compensation we paid for the years ended December 31, 2023 and 2022 to our principal executive officer and the two most highly compensated other executive officers who were serving as executive officers at the year end of 2023, which we refer to herein as our named executive officers. Summary Compensation Table
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
| Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1)(2)($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(3) ($) | Non-qualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Michael C. Crapps, | 2023 | 501,347 | — | 168,722 | — | 78,680 | 126,952 | 15,799 | 891,500 | | President and Chief | 2022 | 482,064 | — | 139,728 | — | 147,085 | 126,641 | 15,470 | 910,988 | | Executive Officer | | | | | | | | | | | J. Ted Nissen, Executive | 2023 | 325,000 | — | 101,920 | — | 51,005 | 50,645 | 15,798 | 544,368 | | Vice President and | 2022 | 291,200 | — | 84,000 | — | 88,850 | 47,007 | 14,664 | 525,721 | | Chief Banking Officer | | | | | | | | | | | Tanya A. Butts, Executive | 2023 | 250,000 | — | 83,300 | — | 39,234 | 57,547 | 14,041 | 444,122 | | Vice President and Chief | | | | | | | | | | | Operations/Risk Officer(6) | | | | | | | | | |
Pay Versus Performance
Pay Versus Performance The following table sets forth information concerning the compensation of our chief executive officer, or “CEO,” and, on an average basis, the compensation of our Non-CEO named executive officers, or “Non-CEO NEOs,” for each of the fiscal years ending December 31, 2023, 2022 and 2021, as such compensation relates to our financial performance for each such fiscal year.
Pay Versus Performance
| Year | Summary Compensation Table for CEO(1) ($) | Compensation Actually Paid to CEO(1)(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(1) ($) | Average Compensation Actually Paid to Non-CEO NEOs(1)(3) ($) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return($)(4) | Net Income ($ in thousands) | | 2023 | 891,500 | 893,256 | 494,245 | 495,626 | 137.33 | 11,843 | | 2022 | 910,988 | 929,148 | 485,621 | 486,697 | 135.67 | 14,613 | | 2021 | 933,529 | 993,463 | 497,597 | 517,522 | 125.95 | 15,465 |
Pay Versus Performance
| (1) For the year 2023 in the above table, the CEO is Michael C. Crapps, president and chief executive officer, and the Non-CEO NEOs are J. Ted Nissen, executive vice president and chief banking officer, and Tanya A. Butts, executive vice president and chief operations/risk officer. For the years 2022 and 2021 in the above table, the CEO is Michael C. Crapps, president and chief executive officer, and the Non-CEO NEOs are J. Ted Nissen, executive vice president and chief banking officer, and D. Shawn Jordan, executive vice president and chief financial officer. |
Pay Versus Performance
| (2) This column represents the “compensation actually paid” to our CEO for each year, determined by starting with the amount set forth in the Summary Compensation Table (“SCT”) in the column entitled “Total Compensation” for the applicable year and adjusting that amount as follows (totaling $1,756, $18,160 and $59,934 for the years 2023, 2022 and 2021, respectively): |
Pay Versus Performance
| – | Increase for fair value of awards granted during year that remain unvested as of year-end |
Pay Versus Performance
| o | 2023 = $8,847 |
Pay Versus Performance
| o | 2022 = $6,409 |
Pay Versus Performance
| o | 2021 = $25,127 |
Pay Versus Performance
| – | Increase / decrease for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end |
Pay Versus Performance
| o | 2023 = ($5,153) |
Pay Versus Performance
| o | 2022 = $13,151 |
Pay Versus Performance
| o | 2021 = $31,416 |
Pay Versus Performance
| – | Increase / decrease for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year |
Pay Versus Performance
| o | 2023 = ($1,938) |
Pay Versus Performance
| o | 2022 = ($1,400) |
Pay Versus Performance
| o | 2021 = $3,391 |
Pay Versus Performance
| (3) This column represents the “compensation actually paid” to our Non-CEO NEOs for each year, determined by starting with the amount set forth in the SCT in the column entitled “Total Compensation” for the applicable year (and taking the average of those amounts for the non-CEO NEOs) and adjusting that amount as follows (totaling $1,381, $1,076 and $19,925 for the years 2023, 2022 and 2021, respectively): |
Pay Versus Performance
| – | Increase for fair value of awards granted during year that remain unvested as of year-end |
Pay Versus Performance
| o | 2023 = $4,845 |
Pay Versus Performance
| o | 2022 = $3,622 |
Pay Versus Performance
| o | 2021 = $13,884 |
Pay Versus Performance
| – | Increase / decrease for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end |
Pay Versus Performance
| o | 2023 = ($675) |
Pay Versus Performance
| o | 2022 = $5,315 |
Pay Versus Performance
| o | 2021 = $5,382 |
Pay Versus Performance
| – | Increase / decrease for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year |
Pay Versus Performance
| o | 2023 = ($2,789) |
Pay Versus Performance
| o | 2022 = ($7,861) |
Pay Versus Performance
| o | 2021 = $659 |
Pay Versus Performance
| (4) Total Shareholder Return assumes $100 was invested in our common stock on December 31, 2020 and assumes the reinvestment of all cash dividends prior to any tax effect and retention of all stock dividends. |
Relationship Between Pay and Performance
| Director* | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Thomas C. Brown | 27,000 | 14,000 | — | — | — | — | 41,000 | | C. Jimmy Chao | 44,750 | 14,000 | — | — | — | — | 58,750 | | Jan H. Hollar | 32,750 | 14,000 | — | — | — | — | 46,750 | | Ray E. Jones | 34,500 | 14,000 | — | — | — | — | 48,500 | | W. James Kitchens, Jr. | 34,250 | 14,000 | — | — | — | — | 48,250 | | Mickey E. Layden | 33,000 | 14,000 | — | — | — | — | 47,000 | | E. Leland Reynolds | 32,000 | 14,000 | — | — | — | — | 46,000 | | Alexander Snipe, Jr. | 41,500 | 14,000 | — | — | — | — | 55,500 | | Jane S. Sosebee | 33,750 | 14,000 | — | — | — | — | 47,750 | | Edward J. Tarver(3) | 29,750 | 14,000 | — | — | — | — | 43,750 | | Roderick M. Todd, Jr. | 34,500 | 14,000 | — | — | — | — | 48,500 |