DEF 14A of First Community Corp /SC/, Apr 8, 2025

DEF 14A of First Community Corp /SC/

Filed Apr 8, 2025 · FY20240001552781-25-000134

Open on EDGAR

  1. TO BE HELD ON MAY 21, 2025

    | 4. | To approve the First Community Corporation 2021 Omnibus Equity Incentive Plan, as Amended and Restated, to increase the number of shares of common stock authorized for issuance under the plan by 450,000 shares, from 225,000 shares to 675,000 shares; |

  2. Required Vote

    | · | Proposal No. 4: Approval of the First Community Corporation 2021 Omnibus Equity Incentive Plan, as Amended and Restated. 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. If a shareholder submits a proxy but does not specify how he or she would like it to be voted, then the proxy will be voted “FOR” the approval of the First Community Corporation 2021 Omnibus Equity Incentive Plan, as Amended and Restated. Abstentions, broker non-votes, and the failure to return a signed proxy will have no effect on the outcome of the votes on this matter. |

  3. Election of Directors

    Election of Directors Our board of directors currently consists of 12 members divided into three classes with staggered terms, so that approximately one-third of the board is elected each year. The current terms of the Class I directors and one Class II director, J. Ted Nissen, will expire at the 2025 annual meeting. The remaining Class II directors’ terms will expire at the 2026 annual meeting, and the Class III directors’ terms will expire at the 2027 annual meeting. Our current directors and their classes are:

  4. 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* | J. Ted Nissen* | E. Leland Reynolds | | Jane S. Sosebee* | Roderick M. Todd, Jr. | Alexander Snipe, Jr. |

  5. Election of Directors

    | * Standing for re-election by the shareholders at the meeting. |

  6. Election of Directors

    Effective July 1, 2024, as part of our previously announced leadership transition plan, J. Ted Nissen became the chief executive officer of the bank while still retaining the roles of president of the bank and executive vice president and chief banking officer of the company. Also effective July 1, 2024, the board appointed Mr. Nissen to fill a vacancy on the board as a Class II director, with a term expiring at the 2025 annual meeting. He has been nominated by the board to stand for election to serve the remainder of the Class II term — a one-year term expiring at the 2026 annual meeting. The board recommends that you vote for Mr. Nissen as a Class II nominee. Class I directors Michael C. Crapps, Jan H. Hollar, Mickey E. Layden, and Jane S. Sosebee have been nominated for re-election to serve three-year terms expiring at the 2028 annual meeting. The board recommends that you vote for these Class I nominees. If a quorum is present, directors will be elected by a plurality of the votes cast at the meeting. This means the five nominees receiving the highest number of votes will be elected as directors. There is no cumulative voting for the election of directors. Abstentions, broker non-votes, and 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 nominee. A vote to “WITHHOLD” authority with respect to one or more nominees will not affect the outcome of the election of those nominees. If you submit a proxy but do not specify how your shares should be voted, Messrs. Jordan and Walker will vote your proxy “FOR” the election of each of the Class I director nominees — Mr. Crapps and Mses. Hollar, Layden, and Sosebee — and the Class II director nominee, Mr. Nissen. If any of these nominees becomes unable or unwilling to serve (which we do not anticipate), Messrs. Jordan and Walker will vote instead for a replacement nominee recommended by the board of directors, unless you specifically instruct otherwise in your proxy. 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 12 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 of directors approved an amendment to our bylaws to increase the mandatory retirement age for directors from seventy-two (72) to seventy-four (74). Under the amended bylaws, if a director attains the age of 74 during their term of office, the director may continue to serve until the end of their current term but is not eligible for re-election. None of the four Class I director nominees or the Class II director nominee will attain age 74 prior to the 2025 Annual Meeting of Shareholders, which is scheduled for May 21, 2025. 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 five 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 I Nominees Michael C. Crapps, 66, 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:

  7. Election of Directors

    | · | Clemson University IPTAY Board of Directors and its Executive Committee, |

  8. Election of Directors

    | · | Midlands Business Leadership Group, serving on its Executive Committee, and |

  9. Election of Directors

    | · | Business Development Corporation Board of Directors and Executive Committee member. |

  10. Election of Directors

    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 several 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, 69, 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 an 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, 70, 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 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 26 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, 68, 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 degree 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. In 2023, the Honorable Governor Henry McMaster awarded Ms. Sosebee the Order of the Palmetto, the highest civilian honor awarded by the Governor of South Carolina, which is awarded to South Carolinians who demonstrate extraordinary lifetime achievement, service and contributions of national or statewide significance. She is currently serving or has served the local Upstate South Carolina community as follows:

  11. Election of Directors

    | · | Clemson University Finance Corporation – Past Board Member |

  12. Election of Directors

    | · | Greenville Chamber – Past Board Member and Chair |

  13. Election of Directors

    | · | Upstate Alliance – Past Board Member and Chair |

  14. Election of Directors

    | · | Peace Center – Past Trustee |

  15. Election of Directors

    | · | Urban League of the Upstate – Past Regional Board Member |

  16. Election of Directors

    | · | Tri-County Technical College Foundation – Past Board Member |

  17. Election of Directors

    | · | Anderson Chamber – Past Board Member |

  18. Election of Directors

    | · | Palmetto Bank – Past Director |

  19. Election of Directors

    | · | First Citizens Bank – Past Community Advisory Board Member |

  20. Election of Directors

    | · | Leadership SC Alumna |

  21. Election of Directors

    | · | Leadership Anderson Alumna |

  22. Election of Directors

    | · | Fort Hill Presbyterian Church – Elder |

  23. Election of Directors

    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 Nominee John Ted Nissen, 63, Class II director, has served as our director since July 2024. Mr. Nissen has been with the bank since its inception in 1995 and has been executive vice president and chief banking officer of the company and president and chief executive officer of the bank since July 2024. Prior to July 2024, Mr. Nissen served as executive vice president and chief banking officer of the company and president and chief banking officer of the bank since March 2021; 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 41 years of experience in the banking industry. Mr. Nissen currently serves the banking industry as Treasurer and a board member of the SCBA and is past chair of the SCBA Community Bankers Division. He is the chair of the SSBCI and SBA 7a Loan Committee of the Business Development Corporation. Additionally, he serves on the Lexington County Health District Board. In 2023, he was the recipient of the Independent Banks of South Carolina (IBSC) Leadership Award. Mr. Nissen is an active community leader. He currently serves as a director and member of the Executive Committee of the Lexington Medical Center Foundation, where he previously served as chair. He is also a past chair-elect and board member of EngenuitySC. In addition, he has served on the boards of the Columbia Chamber of Commerce, IBSC, Boys and Girls Club of the Midlands, Harvest Hope Food Bank, and the Midlands Technical College Foundation. He is a graduate of Leadership Columbia. Mr. Nissen’s 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 long-term resident of Lexington, South Carolina and a lifetime resident of South Carolina, he has significant ties to the Midlands and the state of South Carolina. He has been very active in local community and civic organizations. Information Regarding Continuing Directors Set forth below is also information about each of our other directors. Class II Directors Thomas C. Brown, 67, 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, Pawleys 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. Mr. Brown’s connection to the Greenville, South Carolina area provides us with insights and connection to that market. W. James Kitchens, Jr., 63, 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 Wealthplan, LLC, 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., 61, 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 regarding 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. Class III Directors C. Jimmy Chao, 69, a 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. He resides in Lexington, South Carolina, and has been the President and CEO of Chao and Associates, Inc., an engineering firm specializing in Structural and Civil engineering and Land Surveying based in Columbia, South Carolina, since 1987. He earned an M.S. degree in Structural Engineering from the University of South Carolina and completed all coursework requirements for his Ph.D. 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, the American Society of Civil Engineers named him South Carolina Civil Engineer of the Year. He holds a Professional Engineer license in South Carolina, North Carolina, Georgia, Alabama, Florida, and numerous other states. Mr. Chao is a past chair of the Educational Foundation of Lexington School District One and the Capital City Lake Murray Country Regional Tourism Board. He is also a member of the University of South Carolina’s Design Review Committee. Since 2011, he has served as an adjunct professor in the University of South Carolina’s Department of Civil and Environmental Engineering. In 2017, the Governor of South Carolina appointed him to the Board of Registration for Professional Engineers and Surveyors, where he served as Chair from 2022 to 2024. He currently serves as the Southern Zone Assistant Vice President of the National Council of Examiners for Engineering and Surveying. Mr. Chao has a deep understanding of the challenges faced by small business professionals, a key market segment for us. He also possesses extensive knowledge of the business environment and the markets we serve.

  24. Election of Directors

    Ray E. Jones, 54, 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 degree 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:

  25. Election of Directors

    | · | Saluda Shoals Foundation, Board of Directors, 2013-2020, Chair, 2017, |

  26. Election of Directors

    | · | March of Dimes, Board of Directors, South Carolina Chapter, 2005-2010; Chair, 2007-2008, and |

  27. Election of Directors

    | · | South Carolina Economic Developers’ Association, Board of Directors, 2011-2013. |

  28. Election of Directors

    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, 70, 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. Recently, Mr. Reynolds became a member of the City of Aiken’s Design Review Board. He previously served on the City of Aiken’s Design Review Board for 11 years in the 1990s and early 2000s. Mr. Reynolds’ 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., 73, 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 member of the South Carolina Broadcasters Hall of Fame. 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 Our Executive Officers Biographical Information Biographical information for each of our executive officers is provided below (other than Messrs. Crapps and Nissen). Because Messrs. Crapps and Nissen also serve on our board of directors, we have provided their biographical information above with our other directors. Robin D. Brown, 57, 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 40 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. She is a founding board member of the Lexington County Sheriff’s Foundation, where she has served 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. Sarah T. Donley, 59, has been with the bank since 1997 and has over 35 years of banking and financial services experience. On January 1, 2025, she was promoted to executive vice president and chief operations officer/chief risk officer of the company and the bank and joined the bank’s Executive Leadership Team. Prior to January 2025, Ms. Donley served as senior vice president and controller of the bank since 2015. She has also held roles in finance, accounting, operations, and information technology since joining the bank in 1997. Ms. Donley earned a Bachelor of Arts in economics with a minor in business administration and psychology from Wittenberg University and is a CPA. She is also a graduate of the First Community Bank Leadership Institute. Ms. Donley has served as a volunteer or financial supporter of local organizations including Midlands Reading Consortium, Sole Stepping, and Palmetto Place. Vaughan R. Dozier, Jr., 44, has been with the bank since 2008 and has over 20 years of banking experience. On January 1, 2024, he was promoted to executive vice president, chief commercial and retail banking officer, South Region of the company and the bank. He also serves on the bank’s Executive Leadership Team. Before that, 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 a graduate of the First Community Bank Leadership Institute. He is active in the community currently serving on the South Carolina Bankers Association Community Bankers board. He is a member of the Cayce/West Columbia Rotary Club currently 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, 57, has served as executive vice president and chief financial officer of the company and the bank since January 2020, and as executive vice president since November 2019. He also serves as a member of the bank’s Executive Leadership Team. During Mr. Jordan’s 33-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.

  29. Election of Directors

    Joseph Andrew (Drew) Painter, 47, has been with the bank since 2003 and has 25 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 of the company and the bank. 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 and the First Community Bank Leadership Institute. John F. (Jack) Walker, IV, 59, has over 36 years of experience in the banking industry. Mr. Walker has served as executive vice president and chief credit officer of the company and the bank since August 2019. He joined the bank in September 2009 and previously held various credit administration roles. He also serves as a member of the bank’s Executive Leadership Team. 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. He is a graduate of the First Community Bank Leadership Institute. 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,” including the tabular and narrative disclosures contained 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. Therefore, our compensation programs are designed to reward our named executive officers for achieving strategic and operational goals and increasing shareholder value, while 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” vote, allows shareholders to express their views on the compensation of our named executive officers, as disclosed 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 2025 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the compensation tables and related narrative discussion, 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.

  30. Rationale for the Request for Additional Shares

    Rationale for the Request for Additional Shares The board of directors believes that the Restated Equity Incentive Plan is in the best interests of our shareholders and the Company, because equity awards provide a key compensation component to our executive officers and key employees, which helps to attract, retain and motivate key personnel, align employee and shareholder interests and link employee compensation to company performance. In order to give us the flexibility to continue to provide long-term incentive awards as a key component of our overall compensation program, the compensation committee has recommended to the board that we request our shareholders approve an additional 450,000 shares for issuance under the Restated Equity Incentive Plan. In the event the Restated Equity Incentive Plan is not approved and our existing plan ceases to have shares available to grant, we believe that higher cash compensation may be required to attract and retain key employees and other individuals.

  31. Historical Burn Rate

    | Equity Award Vehicle | 2024 | 2023 | 2022 | 3-Yr Avg. | | A. Full Value Awards(1) | 48,891 | 37,160 | 33,036 | 39,696 | | B. Stock Options Granted | — | — | — | — | | C. Total (A + B) | 48,891 | 37,160 | 33,036 | 39,696 | | D. Weighted Average Common Shares Outstanding | 7,632,021 | 7,593,730 | 7,565,542 | 7,597,097 | | E. Basic Burn Rate (C/D) | 0.64% | 0.49% | 0.44% | 0.52% |

  32. Historical Burn Rate

    | (1) This includes restricted stock, time-based restricted stock units and performance-based restricted stock units (“PRSUs”). Amount shown for PRSUs assumes achievement at the target performance level. The range of PRSUs actually earned for the awards granted in 2023 and 2024 can be in the range of 0% of target for below threshold performance, 50% of target for threshold performance, 100% of target for target performance, 150% of target for stretch performance and 200% of target for maximum performance. The range of PRSUs actually earned for the awards granted in 2022 can be in the range of 0% of target for below threshold performance, 50% of target for threshold performance, 100% of target for target performance, and 150% of target for maximum performance. Actual performance between threshold, target, stretch (for 2023 and 2024 grants) and maximum performance levels will be interpolated to determine the amount of pro-rated payment based on relative achievement of the corporate performance metrics. |

  33. Overhang

    | Outstanding Equity Awards | # of Shares | | A. TRSUs(1) | 41,782 | | B. PRSUs(2) | 55,707 | | C. Restricted Stock(3) | 19,318 | | D. Stock Options | — | | E. Total (A + B + C + D) | 116,807 | | Shares Available for Grant | # of Shares | | F. 2021 Equity Incentive Plan | 51,122 | | G. Additional Shares under Restated Equity Incentive Plan (if approved) | 450,000 | | H. Total (F + G) | 501,122 | | I. Total Grant Outstanding + Shares Available for Grant (E + H) | 617,919 | | J. Common Shares Outstanding as of Record Date (3/14/2025) | 7,671,056 | | K. Basic Overhang (I / J) | 8.06% | | L. Diluted Overhang (I / (I + J)) | 7.45% |

  34. Overhang

    | (3) Includes restricted stock awards granted to our non-employee directors and to our non-executive employees. |

  35. Corporate Governance Aspects of the Restated Equity Incentive Plan

    Corporate Governance Aspects of the Restated Equity Incentive Plan The Board believes that the design of the Restated Equity Incentive Plan and the number of shares to be authorized for issuance thereunder are consistent with the interests of shareholders and good corporate governance practices. A summary of the material corporate governance aspects of the Restated Equity Incentive Plan is set forth below.

  36. Corporate Governance Aspects of the Restated Equity Incentive Plan

    | Significant Features | Description | | | Responsible Share Recycling: | The Restated Equity Incentive Plan contains responsible share recycling provisions: | | | | · | Any shares surrendered to pay the option exercise price or satisfy tax withholding, or repurchased by the company with option exercise proceeds, will not be added back (recycled) to the Restated Equity Incentive Plan. | | | · | The Restated Equity Incentive Plan also provides that the gross number of stock appreciation rights (“SARs”) exercised or settled, and not just the net shares issued upon exercise or settlement, will count against the aggregate limit on the number of shares that may be issued under the Restated Equity Incentive Plan. | | No Discounted Stock Options or SARs: | Stock options and SARs must have an exercise price equal to or greater than the fair market value of our common stock on the date of grant. | | | No Re-pricing of Stock Options or SARs: | Re-pricing stock options and SARs is prohibited without shareholder approval, including by exchange for cash or a new or different award type. | | | “Double-Trigger” Required for Vesting on Change of Control: | A change of control does not, by itself, automatically trigger full vesting of awards under the Restated Equity Incentive Plan. Continuing or replacement awards will retain pre-change of control vesting and other terms, except that full vesting will occur in the event the participant’s employment is involuntarily terminated within twenty-four months of the change of control transaction (the occurrence of the “double trigger”). | | | Best Practice Treatment of Performance Share Awards on Change of Control: | In the event that performance share awards are not continued or replaced upon a change of control, those awards will vest and pay out based on the greater of (a) actual performance against the performance goals through the date of the change of control or (b) the applicable target level. | | | No Dividend Equivalents Distributed on Unvested Performance Awards: | The Restated Equity Incentive Plan prohibits (i) payment of dividends or dividend equivalents on stock options and SARs, (ii) payment of dividends on any restricted stock unless and until those shares are earned and vested, and (iii) dividend equivalents to be paid on restricted stock units unless and until those awards are earned and vested. | | | No Transferability: | All awards shall be nontransferable except by will or by the laws of descent and distribution. | | | Annual Limit on Awards to Directors: | The Restated Equity Incentive Plan maintains an annual limitation of $140,000 on the amount of cash compensation and the value of shares (determined on the date of grant) that may be subject to awards made to members of the board of directors for service as a non-employee director in any one calendar year. | | | Independent Committee Administration: | The Restated Equity Incentive Plan will be administered by a committee of the board of directors comprised entirely of independent directors. | |

  37. Description of the Restated Equity Incentive Plan

    Description of the Restated Equity Incentive Plan The following is a description of the Restated Equity Incentive Plan. This description is qualified in its entirety by reference to the full text of the Restated Equity Incentive Plan, which is attached as Appendix A to this proposal and incorporated herein by reference. General Awards granted under the Restated Equity Incentive Plan may be in the form of non-qualified stock options, incentive stock options, SARs, restricted stock, restricted stock units, cash awards, other stock-based awards or any combination of those awards. The Restated Equity Incentive Plan provides that awards may be made under the Restated Equity Incentive Plan for ten years following the adoption of the Restated Equity Incentive Plan by the company’s board of directors. Administration Under the terms of the Restated Equity Incentive Plan, the Restated Equity Incentive Plan will be administered by the compensation committee of the board of directors or such other committee as the board of directors may designate (the “committee”). The committee will consist entirely of two or more “outside directors” who are “non-employee directors” as defined in Rule 16b-3 under the Exchange Act or such other rules, from time to time, to ensure that no transaction under the Restated Equity Incentive Plan is subject to (and not exempt from) the short-swing recovery rules of Section 16(b) of the Exchange Act. Under the terms of the Restated Equity Incentive Plan, the committee can make rules and regulations and establish such procedures for the administration of the Restated Equity Incentive Plan as it deems appropriate. Any determination made by the committee under the Restated Equity Incentive Plan will be made in the sole discretion of the committee and such determinations will be final and binding on all persons. Eligibility The Restated Equity Incentive Plan provides for awards to the directors, officers, employees and consultants of the company and its subsidiaries and affiliates. As of the record date, there were approximately 10 non-employee directors, 51 employees (including eight executive officers), one retired, former executive officer serving as an advisor, and no consultants eligible to participate in the Restated Equity Incentive Plan. The company has traditionally not granted equity awards to consultants or advisors and has no current intention to do so. Shares Available The Restated Equity Incentive Plan provides that the aggregate number of shares of the company’s common stock available for delivery pursuant to awards granted under the Restated Equity Incentive Plan is 675,000 shares subject to adjustment in certain circumstances to prevent dilution or enlargement. Shares underlying awards that expire or are forfeited or terminated without being exercised or awards that are settled for cash will again be available for the grant of additional awards within the limits provided by the Restated Equity Incentive Plan. Shares withheld by or delivered to the company to satisfy the exercise price of options or SARs or tax withholding obligations with respect to any award granted under the Restated Equity Incentive Plan will nonetheless be deemed to have been issued under the Restated Equity Incentive Plan. Shares purchased on the open market with the proceeds of the exercise price of an option shall not be available for issuance in connection with other awards under the Restated Equity Incentive Plan. Stock Options Subject to the terms and provisions of the Restated Equity Incentive Plan, options to purchase shares of company common stock may be granted to eligible individuals at any time and from time to time as determined by the committee. An option may be granted with or without a related SAR. Options may be granted as incentive stock options, which are intended to qualify for favorable treatment to the recipient under Federal tax law, or as non-qualified stock options, which do not qualify for this favorable tax treatment. Subject to the limits provided in the Restated Equity Incentive Plan, the committee determines the number of options granted to each recipient. Each option grant will be evidenced by a stock option agreement that specifies the option exercise price, whether the options are intended to be incentive stock options or non-qualified stock options, the duration of the options, the number of shares to which the options pertain, the vesting terms and such additional limitations, terms and conditions as the committee may determine. The committee determines the exercise price for each option granted, except that the option exercise price may not be less than 100% of the fair market value of a share of company common stock on the date of grant. As of the record date, the fair market value (as that term is defined under the Restated Equity Incentive Plan) of a share of company common stock was $22.45. All options granted under the Restated Equity Incentive Plan will expire no later than ten years from the date of grant. The methods of exercising an option granted under the Restated Equity Incentive Plan are set forth in the Restated Equity Incentive Plan. Stock options are nontransferable except by will or by the laws of descent and distribution. The granting of an option does not accord the recipient the rights of a shareholder, and such rights accrue only after the exercise of an option and the registration of shares of company common stock in the recipient’s name. Stock Appreciation Rights A SAR will entitle the holder to receive, with respect to each share of company common stock covered by the SAR, the amount by which the fair market value of one share of company common stock at the time of exercise exceeds the fair market value of one share of company common stock on the date of grant. A SAR may be granted with or without a related option. The exercise price of a SAR shall not be less than 100% of the fair market value of a share of company common stock on the date of grant. All SARs granted under the Restated Equity Incentive Plan will expire no later than ten years from the date of grant. Each SAR will be evidenced by an award agreement that specifies the exercise price (or base price), the number of shares to which the SAR pertains and such additional limitations, terms and conditions as the committee may determine. The company may make payment of the amount to which the participant exercising SARs is entitled by delivering shares of company common stock, cash or a combination of common stock and cash as set forth in the award agreement relating to the SARs. The method of exercising a SAR granted under the Restated Equity Incentive Plan is set forth in the Restated Equity Incentive Plan. SARs are not transferable except by will or the laws of descent and distribution. Each SAR will be evidenced by an award agreement that specifies the date and terms of the award and such additional limitations, terms and conditions as the committee may determine. The Restated Equity Incentive Plan provides for the award of shares of company common stock that are subject to forfeiture and restrictions on transferability as set forth in the Restated Equity Incentive Plan and as may be otherwise determined by the committee. Each grant of restricted stock will be evidenced by an award agreement that specifies the number of shares of restricted stock and such additional limitations, terms and conditions as the committee may determine. Except for these restrictions and any others imposed by the committee, upon the grant of restricted stock, the recipient will have rights of a shareholder with respect to the restricted stock, including the right to vote the restricted stock. During the restriction period set by the committee, the recipient may not sell, transfer, pledge, exchange or otherwise encumber the restricted stock.

  38. Description of the Restated Equity Incentive Plan

    The Restated Equity Incentive Plan authorizes the committee to grant restricted stock units and deferred share rights. Restricted stock units and deferred share rights are not shares of company common stock and do not entitle the recipients to the rights of a shareholder. Each grant of restricted stock units will be evidenced by an award agreement that specifies the number of restricted stock units and such additional limitations, terms and conditions as the committee may determine. Restricted stock units granted under the Restated Equity Incentive Plan may or may not be subject to performance conditions. The recipient may not sell, transfer, pledge or otherwise encumber restricted stock units granted under the Restated Equity Incentive Plan prior to their vesting. Restricted stock units will be settled in cash or shares of company common stock, in an amount based on the fair market value of company common stock on the settlement date. Cash Awards The Restated Equity Incentive Plan provides for the award of cash awards on such terms and conditions determined by the committee, including, without limitation, performance goals that must be satisfied and the applicable performance period. Other Stock-Based Awards The Restated Equity Incentive Plan also provides for the award of shares of company common stock and other awards that are valued by reference to company common stock, including unrestricted stock, dividend equivalents and convertible debentures. Performance Goals The Restated Equity Incentive Plan provides that performance goals may be established by the committee in connection with the grant of any award under the Restated Equity Incentive Plan. Change of Control Unless otherwise determined by the committee, immediately prior to consummation of a change of control (as defined below) unless the award is replaced in the change of control transaction and unless otherwise provided in the award agreement, (a) all outstanding options and SARs will become fully vested and exercisable, (b) all restrictions on any restricted stock, restricted stock units, cash awards or other stock-based awards that are not subject to performance goals will lapse, and these awards will become free of all restrictions and become fully vested and transferable to the full extent of the original grant, and (c) all restrictions on any restricted stock, restricted stock units, cash awards or other stock-based awards that are subject to performance goals shall be deemed to be earned and payable in an amount equal to the full value of such performance-based award (with all applicable performance goals deemed achieved at the greater of (i) the applicable target level and (ii) the level of achievement as determined by the committee not later than the date of the change of control, taking into account performance through the latest date preceding the change of control). With respect to awards that are replaced in the change of control transaction upon a termination of service of a participant by the company other than for cause or by the participant for good reason, within twenty-four months following a change of control, such replaced awards shall vest in full, be free of restrictions, and be deemed to be earned in full and with respect to awards subject to performance goals, unless otherwise agreed in connection with the change of control, at the greater of (x) the applicable target level and (y) the level of achievement of the performance goals for the award as determined by the committee taking into account performance through the latest date preceding the termination of service as to which performance can, as a practical matter, be determined. Under the Restated Equity Incentive Plan, a “change of control” will be deemed to have taken place if:

  39. Description of the Restated Equity Incentive Plan

    | · | any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than certain customary exceptions)) becomes the beneficial owner of 30% or more of the combined voting power of the company’s then outstanding stock, excluding any person who acquires such beneficial ownership in connection with a merger, consolidation or other corporate transaction involving the company; | | · | any merger, consolidation or other corporate transaction involving the company or any of its subsidiaries, a sale of all or substantially all of the assets of the company or the acquisition of assets or securities of another entity by the company or any of its subsidiaries, unless following the transaction all or substantially all of the beneficial owners of the company’s outstanding voting securities continue to own at least 50% of the combined voting power of the resulting entity and the individuals who comprise the company’s board of directors immediately prior the transaction constitute at least a majority of the board of directors of the company, the entity surviving such transaction or, if the company or the entity surviving such transaction is then a subsidiary, the ultimate parent thereof; | | · | individuals who, as of the effective date of the Restated Equity Incentive Plan, constitute the company’s board of directors, otherwise referred to as the incumbent board, cease to constitute at least a majority of the company’s board of directors; provided that any individual becoming a director subsequent such effective date whose election, or nomination for election by the company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the incumbent board shall be considered as though such individual were a member of the incumbent board, but excluding for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the company’s board of directors; and | | · | shareholder approval of the complete liquidation or dissolution of the company. |

  40. Description of the Restated Equity Incentive Plan

    Notwithstanding the foregoing, a change of control shall not be deemed to have occurred as a result of any transaction or series of integrated transactions immediately following which both (x) the record holders of the common stock of the company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns (directly or indirectly) all or substantially all of the assets of the company immediately following such transaction or series of transactions and (y) the individuals who comprise the board of directors immediately prior to such transaction or series of transactions constitute at least a majority of the board of directors of the entity which owns (directly or indirectly) all or substantially all of the assets of the company immediately following such transaction or series of transactions. Amendment The committee may amend, alter, or discontinue the Restated Equity Incentive Plan or an award, but no amendment, alteration or discontinuation will be made that materially impairs the rights of a participant with respect to a previously granted award without such participant’s consent, except such an amendment made to comply with applicable law, including without limitation Section 409A of Internal Revenue Code, stock exchange rules or accounting rules. In addition, no such amendment will be made without the approval of the company’s shareholders (a) to decrease the exercise price of any stock option or SAR, or to take any other action that would be treated under applicable exchange listing standards or for accounting purposes as a repricing of such stock option or SAR, or (b) to the extent such approval is required by applicable law or the listing standards of the applicable stock exchange.

  41. Delinquent Section 16(a) Reports

    | · | Annually reviewing the form and amount of director compensation and recommending compensation packages to the board. |

  42. Delinquent Section 16(a) Reports

    | · | Reviewing and making recommendations to our board concerning employment agreements, severance agreements, change in control agreements, as well as any supplemental benefits. |

  43. Delinquent Section 16(a) Reports

    | · | 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. |

  44. Delinquent Section 16(a) Reports

    | · | 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). |

  45. Delinquent Section 16(a) Reports

    | · | Serving as the stock committee or stock sub-committee and, as such, approving awards under our stock option plan and other equity plans. |

  46. 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, 2024 and 2023 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 2024, which we refer to herein as our named executive officers. Summary Compensation Table

  47. 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, 2024, 2023 and 2022, as such compensation relates to our financial performance for each such fiscal year.

  48. 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) | | 2024 | 980,055 | 1,134,850 | 655,172 | 743,351 | 125.12 | 13,955 | | 2023 | 891,500 | 893,256 | 494,245 | 495,626 | 109.04 | 11,843 | | 2022 | 910,988 | 929,148 | 485,621 | 486,697 | 107.71 | 14,613 |

  49. Pay Versus Performance

    | (1) For the years 2024 and 2022 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. For the years 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, former executive vice president and chief operations/risk officer. |

  50. 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 $154,795, $1,756 and $18,160 for the years 2024, 2023 and 2022, respectively): |

  51. Pay Versus Performance

    | - | Increase for fair value of awards granted during year that remain unvested as of year-end |

  52. Pay Versus Performance

    | o | 2024 = $58,888 |

  53. Pay Versus Performance

    | o | 2023 = $8,847 |

  54. Pay Versus Performance

    | o | 2022 = $6,409 |

  55. 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 |

  56. Pay Versus Performance

    | o | 2024 = $46,949 |

  57. Pay Versus Performance

    | o | 2023 = ($5,153) |

  58. Pay Versus Performance

    | o | 2022 = $13,151 |

  59. 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 |

  60. Pay Versus Performance

    | o | 2024 = $48,958 |

  61. Pay Versus Performance

    | o | 2023 = ($1,938) |

  62. Pay Versus Performance

    | o | 2022 = ($1,400) |

  63. 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 $88,179, $1,381 and $1,076 for the years 2024, 2023 and 2022, respectively): |

  64. Pay Versus Performance

    | - | Increase for fair value of awards granted during year that remain unvested as of year-end |

  65. Pay Versus Performance

    | o | 2024 = $34,642 |

  66. Pay Versus Performance

    | o | 2023 = $4,845 |

  67. Pay Versus Performance

    | o | 2022 = $3,622 |

  68. 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 |

  69. Pay Versus Performance

    | o | 2024 = $26,484 |

  70. Pay Versus Performance

    | o | 2023 = ($675) |

  71. Pay Versus Performance

    | o | 2022 = $5,315 |

  72. 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 |

  73. Pay Versus Performance

    | o | 2024 = $27,053 |

  74. Pay Versus Performance

    | o | 2023 = ($2,789) |

  75. Pay Versus Performance

    | o | 2022 = ($7,861) |

  76. Pay Versus Performance

    | (4) Total Shareholder Return assumes $100 was invested in our common stock on December 31, 2021 and assumes the reinvestment of all cash dividends prior to any tax effect and retention of all stock dividends. |

  77. 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 | 26,000 | 21,995 | — | — | — | — | 47,995 | | C. Jimmy Chao | 36,700 | 21,995 | — | — | — | — | 58,695 | | Jan H. Hollar | 26,500 | 21,995 | — | — | — | — | 48,495 | | Ray E. Jones | 29,500 | 21,995 | — | — | — | — | 51,495 | | W. James Kitchens, Jr. | 29,500 | 21,995 | — | — | — | — | 51,495 | | Mickey E. Layden | 27,500 | 21,995 | — | — | — | — | 49,495 | | E. Leland Reynolds | 30,000 | 21,995 | — | — | — | — | 51,495 | | Alexander Snipe, Jr. | 35,000 | 21,995 | — | — | — | — | 56,995 | | Jane S. Sosebee | 29,500 | 21,995 | — | — | — | — | 51,495 | | Roderick M. Todd, Jr. | 29,500 | 21,995 | — | — | — | — | 51,495 |