DEF 14A: First Community Corporation Announces Annual Meeting of Shareholders

First Community Corporation will hold its 2024 Annual Meeting of Shareholders on May 22, 2024, to elect directors, approve executive compensation, and ratify the appointment of its independent registered public accountants.

Summary

• First Community Corporation will hold its Annual Meeting of Shareholders on May 22, 2024, at its principal executive office in Lexington, South Carolina.
• Shareholders of record as of March 15, 2024, are eligible to vote.
• The meeting's agenda includes the election of four Class III directors, an advisory vote on executive compensation (Say-on-Pay), and the ratification of Elliott Davis, LLC as the independent registered public accountants for 2024.
• The company is furnishing proxy materials online, with a Notice of Internet Availability sent to shareholders around April 12, 2024.
• Shareholders can vote by telephone, internet, or mail, or in person at the meeting with a legal proxy if shares are held in street name.
• The board recommends voting for the director nominees, the Say-on-Pay proposal, and the ratification of Elliott Davis, LLC.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The information is presented in a factual manner, and the recommendations are straightforward. The sentiment is slightly positive due to the routine nature of the meeting and the board's confidence in its recommendations.

Positives

• The company is using the SEC's Notice and Access rules to reduce costs and environmental impact by furnishing proxy materials online.
• Shareholders have multiple options for voting, including telephone, internet, and mail, providing flexibility and convenience.
• The board of directors has determined that a majority of its members are independent, ensuring strong corporate governance.
• The company has a Code of Business Conduct and Ethics applicable to all directors, officers, and employees.
• The company has a stock ownership policy for the Executive Leadership Team and directors.
• The company has a Clawback Policy to recover incentive compensation in the event of an accounting restatement.

Negatives

• The unexpected passing of director Edward J. Tarver on February 9, 2024, reduced the board size from 12 to 11 members.

Risks

• The document mentions that threats from cyber-attacks are severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures.
• The document mentions that the company's systems and those of its customers and third-party service providers are under constant threat and it is possible that the company could experience a significant event in the future.
• The document mentions that risks and exposures related to cybersecurity attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of online banking, mobile banking and other technology-based products and services by the company and its customers.

Future Outlook

The company will continue to reexamine its corporate governance policies and leadership structures on an ongoing basis to ensure that they continue to meet its needs and will continue to evaluate ESG and respond as appropriate to evolving guidance and expectations in 2024.

Management Comments

• We look forward to discussing both our accomplishments and our plans with you.
• 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.

Industry Context

This document is a standard proxy statement, which is a common practice for publicly traded companies to inform shareholders and solicit votes on important matters.

Comparison to Industry Standards

• The peer group used for compensation benchmarking includes publicly traded banks with assets sizes between $1 billion and $3 billion as of December 31, 2021 who are located in the southeastern United States including Auburn National Bancorporation, Inc. (AUBN), Limestone Bancorp, Inc. (LMST), Blue Ridge Bankshares, Inc. (BRBS), MainStreet Bancshares, Inc. (MNSB), C&F Financial Corporation (CFFI), National Bankshares, Inc. (NKSH), Colony Bankcorp, Inc. (CBAN), Old Point Financial Corporation (OPOF), Eagle Financial Services, Inc. (EFSI), Peoples Bancorp of North Carolina, Inc. (PEBK), F & M Bank Corp. (FMBM), River Financial Corporation (RVRF), First National Corporation (FXNC), Security Federal Corporation (SFDL), FVCBankcorp, Inc. (FVCB), Southern First Bancshares, Inc. (SFST), GrandSouth Bancorporation (GRRB), Southern States Bancshares, Inc. (SSBK), John Marshall Bancorp, Inc. (JMSB), Virginia National Bankshares Corporation (VABK).
• Total compensation for executives is targeted to be between the 45th and 90th percentile of market when compared to peer banking organizations.
• For peer comparison metrics in the cash and equity incentive plans, the company uses a peer index of to 1 times the company's asset size for publicly traded banks located in the southeastern United States.

Management Changes

Corporate Governance

Related Party Transactions

• The aggregate dollar amount of loans outstanding to directors and executive officers of the bank was approximately $2.2 million at December 31, 2022 and $1.1 million at December 31, 2023.
• Manning C. Crapps, son of Michael C. Crapps, is employed with the bank's financial planning and investment advisory division and received total compensation of approximately $208,444 in 2023 and approximately $213,549 in 2022.

Stakeholder Impact

• Shareholders are being asked to vote on key matters, including the election of directors and executive compensation.
• Employees may be affected by changes in executive leadership and compensation policies.
• Customers and the community benefit from the company's commitment to corporate social responsibility and ethical business practices.

Next Steps

• Shareholders should review the proxy materials and vote on the proposals.
• The company will hold the Annual Meeting of Shareholders on May 22, 2024.
• The company will continue to monitor and manage cybersecurity risks.
• The company will continue to evaluate ESG and respond as appropriate to evolving guidance and expectations in 2024.

Key Dates

Keywords

proxy statement, annual meeting, shareholders, directors, executive compensation, Elliott Davis, independent auditor, corporate governance, First Community Corporation, voting