UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

��

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. _____)

Filed by the Registrantý

Filed by a Party other than the Registranto

Check the appropriate box:

First Bancorp

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

300 SW Broad Street

Southern Pines, North Carolina 28387

Telephone (910) 246-2500

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD THURSDAY, MAY 3, 20179, 2019

To Our Shareholders:

The annual meeting of shareholders of First Bancorp (the “Company”) will be held at Mid-Pines Inn and Golf Club, 1010 Midland Road,the Main Office of First Bank, located at 300 SW Broad Street, Southern Pines, North Carolina 28387 on Wednesday,Thursday, May 3, 20179, 2019, at 4:1:30 p.m. local time, for the purpose of considering and acting on the following matters:

Only shareholders of record as of the close of business on March 14, 201711, 2019 are entitled to notice of and to vote at the annual meeting and any adjournment thereof. We first mailed the Notice of Internet Availability of Proxy Materials to our shareholders on or about March 21, 2019.

Whether or not you expectImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be present atHeld on May 9, 2019:

The Notice and Proxy Statement and the annual meeting, please complete, date and sign the enclosed form of proxy and return it promptly in the enclosed envelope. If you attend the meeting, your proxy will be returned to you upon request. You may also vote by telephone orCompany’s 2018 Annual Report on Form 10-K are available on the Internet as described in the proxy statement and on the proxy card.

Please note that the attached form of proxy includes a request from the Company to indicate whether or not you plan to attend the annual meeting. For planning purposes, management of the Company would appreciate you filling in the appropriate box indicating whether or not you plan to attend the annual meeting. If you initially indicate that you are not planning to attend and later want to, or do not indicate one way or the other, you are still welcome and invited to attend the meeting.at www.proxyvote.com.

The proxy statementProxy Statement accompanying this noticeNotice sets forth further information concerning the proposals to be considered at the annual meeting. You are urged to study this information carefully.

Included in this package, in compliance with applicable regulations, is the Company’s 2016 The 2018 Annual Report which includes a letter from the chief executive officer, and the Company’s Form 10-K. Theon Form 10-K includes the Company’s financial statements and other required disclosures.disclosures, but does not constitute proxy solicitation material.

By Order of the Board of Directors

Elizabeth B. Bostian

Important notice regarding the availability of proxy materials

for the shareholder meeting to be held on May 3, 2017.

The Proxy Statement and 2016 Annual Report on Form 10-K

are also available at www.edocumentview.com/FBNCMarch 21, 2019

First Bancorp

300 SW Broad Street

Southern Pines, North Carolina 28387

Telephone (910) 246-2500

PROXY STATEMENT

INTRODUCTION

Introduction.This proxy statementProxy Statement is furnished to the shareholders (“shareholders,” “you,” or “your”) of the CompanyFirst Bancorp (the “Company,” “us,” “we” or “our”) by theour Board of Directors (hereinafter sometimes referred to as the “Board” or the “Board of Directors”) by the Board of Directors in connection with its solicitation of proxies for use at the annual meeting of shareholders of the Company (the “Annual Meeting”) to be held on Wednesday,Thursday, May 3, 20179, 2019, at 4:1:30 p.m. local time, at Mid-Pines Inn and Golf Club, 1010 Midland Road,the Main Office of First Bank, 300 SW Broad Street, Southern Pines, North Carolina 28387, and at any adjournment thereof. Action will be taken at the annual meetingAnnual Meeting on the items described in this proxy statementthe Notice of Annual Meeting and on any other business that properly comes before the meeting.

This proxy statement and accompanying form of proxy are first being mailed to shareholders on or about March 27, 2017.

The accompanying proxy is for use at the 2017 Annual Meeting if a shareholder either will be unable to attend in person or will attend but wishes to vote by proxy. Most shareholders have a choice of voting by completing the enclosed proxy card and mailing it in the postage-paid envelope provided, voting over the Internet or using a toll-free number. Shareholders should refer to the proxy card or the information forwarded by the shareholder’s bank, broker or other holder of record to see which voting options are available. Shareholders who vote over the Internet may incur costs, such as telephone and Internet access charges, for which the shareholder is responsible. The Internet and telephone voting facilities for eligible shareholders of record will close at 11:59 p.m. Eastern Daylight Time on May 2, 2017. Specific instructions to be followed by any eligible shareholder interested in voting via the Internet or telephone are shown on the enclosed proxy card. The Internet and telephone voting procedures are designed to authenticate the shareholder’s identity and to allow shareholders to vote their shares and confirm that their instructions have been properly recorded. In the event that the proxy card does not reference Internet or telephone voting information because the recipient is not the registered owner of the shares, the proxy card must be completed and returned in the self-addressed, postage-paid envelope provided.

If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election of our director nominees (Proposal 1 of this Proxy Statement). Previously, if you held your shares in street name and you did not indicate how you wanted your shares voted in the election of directors, your bank or broker was allowed to vote those shares on your behalf in the election of directors as they felt appropriate. Changes in regulations were made to take away the ability of your bank or broker to vote your uninstructed shares in the election of directors on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of directors, no votes will be cast on your behalf.

Any shareholder giving a proxy may revoke it at any time before a vote is taken by (i) duly executing a proxy bearing a later date; (ii) executing a notice of revocation in a written instrument filed with the secretary of the Company; or (iii) appearing at the meeting and notifying the secretary of the shareholder’s intention to vote in person. Unless a contrary choice is specified, all shares represented by valid proxies received pursuant to this solicitation, and not revoked before they are exercised, will be voted as set forth in this proxy statement. In addition, the proxy confers discretionary authority upon the persons named therein, or their substitutes, with respect to any other business that may properly come before the meeting.

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote is necessary to constitute a quorum at the annual meeting. If a quorum is not present or represented at the annual meeting, the shareholders present and entitled to vote have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. Abstentions from the vote on a

particular proposal and broker non-votes will be counted as present for purposes of determining if a quorum is present, but will not be counted as votes on the proposal in question.Meeting.

The Company will bear the entire cost of preparing this proxy statementProxy Statement and of soliciting proxies. Proxies may be solicited by employees of the Company, either personally, by special letter,mail, or by telephone. Employees will not receive additional compensation for the solicitation of proxies. The Company also will request brokers and others to send solicitation material to beneficial owners of stock and will reimburse their costs for this purpose.

OnlyInternet Availability of Proxy Materials.We are providing proxy materials to our shareholders primarily via the Internet, instead of recordmailing printed copies of those materials to each shareholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. On or about March 21, 2019, we mailed a Notice of Internet Availability of Proxy Materials (“Internet Notice”) to certain of our shareholders. The Internet Notice contains instructions about how to access our proxy materials and vote online or by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Internet Notice. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via email unless you elect otherwise.

Proxy Card. The Board has designated Richard H. Moore and Elizabeth B. Bostian to serve as the proxy holders (the “Proxy Holders”) for the Annual Meeting. As Proxy Holders, they will vote the shares represented by proxies at the Annual Meeting. If you sign, date and return your Proxy Card but do not specify how to vote your shares, the Proxy Holders will vote FOR the election of all of the Director nominees, FOR ratification of BDO USA, LLP as the Company’s independent auditors, and FOR approval of the advisory vote on the compensation of our named executive officers. The Proxy Holders will also have discretionary authority to vote in accordance with their judgment on any other matter that may properly come before the Annual Meeting.

Quorum and Shares Outstanding.A quorum, which is a majority of the total shares outstanding as of the closerecord date, must be present to hold the Annual Meeting. A quorum is calculated based on the number of business onshares represented by shareholders attending in person or by proxy. On March 14, 201711, 2019 (the “Record Date”) will be, a total of 29,742,062 shares of our common stock were outstanding. We also count broker non-votes, which we describe below, as shares present or represented at the Annual Meeting for the purpose of determining whether a quorum exists. If a quorum is not present or represented at the Annual Meeting, the shareholders present and entitled to vote have the power to adjourn the Annual Meeting from time to time, without notice other than announcement at the annualAnnual Meeting, until a quorum is present or represented. At any such adjourned meeting at which a quorum is present or represented, any adjournment thereof. The number of outstanding shares of the Company’s common stock entitled to votebusiness may be transacted that might have been transacted at the annual meetingAnnual Meeting as originally notified.

Election of Directors.Each share is 24,650,076. Shareholders are entitled to one vote, except in the election of directors where a shareholder may cumulate votes as to nominees, but only when a shareholder gives notice of intent to cumulate votes prior to the voting on nominees for election at the Annual Meeting. If any shareholder gives such notice, all shareholders may cumulate their votes for nominees. Under cumulative voting, each share carries as many votes as the number of Directors to be elected, and the shareholder may cast all of such votes for a single nominee or distribute them in any manner among as many nominees as desired. This Proxy Statement solicits the discretionary authority to cumulate votes and allocate them in the Proxy Holders’ discretion if any shareholder requests cumulative voting. Directors will be elected by the affirmative vote of the Company’s common stock.majority of votes cast, with a plurality vote standard for a contested director election, that is, when the number of director nominees exceeds the number of Board seats for which elections are being held. If your Proxy Card is marked “Withhold” with regard to the election of any nominee, your shares will be counted toward a quorum and voted for the other nominees, but they will not be voted for the election of that nominee.If you attend the Annual Meeting and have already voted, you must vote in person in order to rescind your previous vote.

Vote Required; Effect of Abstentions and Broker Non-Votes. The shares of a shareholder whose Proxy Card on any or all proposals is marked as “Abstain” will be included in the number of shares present at the Annual Meeting to determine whether a quorum is present. If you are the beneficial holder of shares held by a broker, bank or other holder of record, you may instruct your broker or other holder of record how to vote your shares through the voting instruction form included with this Proxy Statement. If you wish to vote the shares you own beneficially at the Annual Meeting, you must first request and obtain a proxy from your broker or other custodian.Abstentions from the vote on aparticular proposal and broker non-votes will be counted as present for purposes of determining if a quorum is present, but will not be counted as votes on the proposal in question.

Your vote is very important and we hope that you will attend the Annual Meeting. However, whether or not you plan to attend the Annual Meeting, please vote by proxy.

Registered Holders. If your shares are registered directly in your name with the Company’s transfer agent, Computershare Investor Services, LLC, you are considered a registered holder of those shares. Please vote by proxy in accordance with the instructions on your Proxy Card, or the instructions contained in the Internet Notice.

A registered holder can vote in one of the following four ways:

Beneficial Shareholders. If your shares are held in a brokerage account in the name of your bank, broker, or other holder of record (“street name”), you are not a registered holder, but rather are considered a beneficial holder of those shares. Your bank, broker, or other holder of record will send you instructions on how to vote your shares. If you are a beneficial holder, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote in person at the Annual Meeting.

Voting Deadlines. The Internet and telephone voting facilities for eligible shareholders of record will close at 11:59 p.m., Eastern Daylight Savings Time, on May 8, 2019. For shareholders that hold their shares in a brokerage account, please refer to the deadlines established by the broker. For shareholders in our 401(k) plan, the Internet and telephone voting facilities will close at 11:59 p.m., Eastern Daylight Savings Time, on May 6, 2019.

Revocation of Proxy. Registered holders who vote by proxy, whether by telephone, Internet or mail, may revoke that proxy at any time before it is voted at the Annual Meeting. You may do this by: (a) signing another Proxy Card with a later date and delivering it to us prior to the Annual Meeting or sending a notice of revocation to the Corporate Secretary of First Bancorp at 300 SW Broad Street, Southern Pines, NC 28387; (b) voting at a later time by telephone or via the Internet prior to the deadlines noted above; or (c) attending the Annual Meeting in person and casting a ballot. If you are a beneficial holder, you may change your vote by submitting new voting instructions to your broker, bank or other holder of record.

Additional Information

Householding. As permitted by the Securities Exchange Act of 1934 (the “Exchange Act”) only one envelope containing two or more Notices is being delivered to shareholders residing at the same address, unless such shareholders have notified their bank, broker, Computershare Investor Services, or other holder of record that they wish to receive separate mailings. If you are a beneficial holder and own your shares of the Company in street name, contact your broker, bank or other holder of record to discontinue householding and receive your own separate copy of the Notice in future years. If you are a registered holder of record in our shareholder list maintained by Computershare Investor Services, contact Computershare toll-free at 800-368-5948 or in writing directed to Computershare Investor Services, 250 Royall Street, Mail Stop 1A, Canton, MA 02021 to discontinue householding and receive multiple Notices in future years. To receive an additional Annual Report on Form 10-K or Proxy Statement this year, contact us at Shareholder Relations at 910-246-2500 or follow the instructions on the Notice. Mailing of dividends, dividend reinvestment statements, and special notices will not be affected by your election to discontinue duplicate mailings of the Meeting Notice.

Electronic Access to Proxy Materials and Annual Report. This Proxy Statement and the 2018 Annual Report on Form 10-K are available at www.proxyvote.com. If you hold your common stock in street name through a broker, a bank or other nominee, you may have the option of receiving your Proxy Statement and Annual Report on Form 10-K via the Internet. If you submit your proxy this year electronically, you may also elect to receive future Proxy Statements, Annual Reports on Form 10-K and other materials electronically by following the instructions given by your bank, broker, or other holder of record when you vote.

PRINCIPAL HOLDERS OF VOTING SECURITIES

The Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires that any person who acquires the beneficial ownership of more than five percent of the Company’s common stock notify the Securities and Exchange Commission (the “SEC”) and the Company.  Following is certain information, as of the most recent practicable date, regarding those persons or groups who held of record, or who are known to the Company to own beneficially, more than five percent of the Company’sour outstanding common stock.

PROPOSAL 1 - ELECTION OF DIRECTORS

Section 3.02 of theThe Company’s bylaws providesBylaws provide that the number of directors on theour Board of Directors of the Company will be not less than seven nor more than 25, as may be fixed by resolution duly adopted by the Board of Directors at or prior to the annual meeting at which such directors are to be elected. In accordance with the bylaws,Bylaws, the size of the boardBoard has been fixed at twelve13 members.

In the absence of any specificationsinstructions to the contrary, proxies will be voted for the election of all twelve13 of the nominees listed in the table below by casting an equal number ofbelow. Should cumulative voting apply, the Proxy Holders may cumulate votes for each such nominee.and allocate them in their discretion. If, at or before the time of the meeting,Annual Meeting, any of the nominees listed below becomes unavailable for any reason, the proxyholdersProxy Holders have the discretion to vote for a substitute nominee or nominees. The boardBoard currently knows of no reason why any nominee listed below is likely to become unavailable. The twelve

Director nominees receiving a pluralitywill be elected by the affirmative vote of the majority of votes cast shall be elected. This meansin the election of directors at the Annual Meeting, with a plurality vote standard for a contested director election, that is, when the twelvenumber of director nominees withexceeds the mostnumber of Board seats for which elections are being held, i.e. 13 seats. Abstentions from voting, as well as broker non-votes, if any, are not treated as votes cast and, therefore, will be elected. Only votes “FOR” a nominee will affecthave no effect on the outcome.proposal to elect directors.

NOMINATIONS FOR DIRECTOR

Nominees for election to the Board of Directors are selected by the incumbent boardBoard prior to each annual meeting upon the recommendation of the Nominating and the nominees listed below were selected in that manner.Corporate Governance Committee. Nominations from shareholders must be made in accordance with the Company’s bylaws,Bylaws, which generally require such nominations to be made in writing and not less than 50 nor more than 75 days before the first anniversary of the date of the distribution of the Company’s proxy statement distributed in connection withfor the last meeting of shareholders called for the election of directors.

A copy of the bylawBylaw provision setting forth the complete procedure for shareholder nominations of directors may be obtained upon written request to First Bancorp, 300 SW Broad Street, Southern Pines, North Carolina 28387, Attention: Elizabeth B. Bostian, Secretary.

The Company’s bylawsBylaws state that the maximum age at which a director maynominee will be ineligible to stand for election isas a director after he or she has attained the age of 72, absent specific approval of an exception by the Board. All current and nominee directorsof the nominees are less than 72 years of age, other than Thomas F. Phillips, for whom the Board has approved an exception to the foregoing age of 72.restriction until age 75.

See also “Director Nomination Process” included in the section below entitled “Corporate Governance Policies and Practices” below.Practices - Director Nomination Process”.

DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

Except as otherwise noted below, the following table sets forth certain information as of December 31, 2016,2018, with respect to the Company's current directors, the twelve13 nominees for election to the Board of Directors and the executive officers of the Company (all of these persons may be contacted at 300 SW Broad Street, Southern Pines, North Carolina 28387). The twelve nominees are each current directors, with nine of the twelve having served on the Board of Directors since the 2016 Annual Meeting. Michael G. Mayer was appointed to the Board of Directors on February 7, 2017, while Donald H. Allred and Abby J. Donnelly were appointed to the Board of Directors on March 3, 2017 upon completion of the Company’s acquisition of Carolina Bank Holdings, Inc. (“Carolina Bank”). In accordance with the Company’s bylaws, the size of the board has been fixed at twelve members.Company.

Each of the twelve nominees has indicated a willingness to serve if elected.

The Board of Directors recommends a vote “FOR” the election of these nominees.

TABLE OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

Notes to Table of Directors, Nominees and Executive Officers:

Director Nominees

Donald H. Allred, 71, a resident of Asheboro, NC, is the is the Retired President and former owner of Duel, Inc., a media production company located in Asheboro, NC, which specialized in audio and video projects for individuals and businesses. Mr. Allred served as a board member of Carolina Bank Holdings, Inc. from 2012 until the merger with the Company on March 3, 2017, at which time he joined the Company’s board of directors. Mr. Allred also served on Carolina Bank’s Asheboro Advisory Board of Directors beginning in 2004. An Air Force veteran, Mr. Allred served four years of active duty during the Vietnam War.  Mr. Allred is very active in the Rotary Club and has volunteered with numerous civic organizations in the Asheboro area. Mr. Allred has attended the North Carolina Bank Directors’ College and the North Carolina Bank Directors’ Assembly.

Mr. Allredbrings to the Company 13 years of bank oversight experience with Carolina Bank Holdings, Inc., and business leadership, innovation, executive decision making and oversight skills as a result his experience in the Air Force and his ownership of a commercial business.

Daniel T. Blue, Jr., 67,69, is the managing partner of theBlue LLP, a law firm Blue Stephens and Fellers LLP, located in Raleigh, North Carolina,NC, where he has been an attorney since 1973. In 1980, Mr. Blue was elected to the North Carolina House of Representatives and was re-elected twelve12 times. From 1991 –to 1995, Mr. Blue was twice elected Speaker of the North Carolina House of Representatives. Mr. Blue currently serves in the North Carolina Senate, representing Wake County, and was elected in March 2014 as the Senate Minority Leader. Mr. Blue is the immediatea past Chair of the Board of Trustees of Duke University. He is a former member of the Duke University Health System and a former director of Duke University Management Company. Mr. Blue has been a director of the Company and First Bank since 2010.

Mr. Blue has an extensive background in law and public service, and has skills related to executive decision making, as well as oversight, governance and management of large organizations.

Mary Clara Capel, 58,60, is a former member of senior management as the director of administration and marketing at Capel, Incorporated, a rug manufacturer, importer and exporter located in Troy, North Carolina,NC, where she has beenwas employed sincefrom 1981 including 15 yearsuntil her retirement in her current position.September 2017. She is a past member of the North Carolina Banking Commission and has attended the North Carolina Bank DirectorsDirectors’ College. Ms. Capel has been a director of the Company and First Bank since 2005. Ms. Capel is the immediate past chairman of the Board of Directors of the Company.Directors.

Ms. Capel brings business executive decision making and oversight skills as a result of her 3536 years of experience with a third-generation family business, which has grown from its rug manufacturing operation in Troy, North Carolina to importing and exporting rugs worldwide.

James C. Crawford, III, 60,62, served on the Board of Directors, including as its Chairman, of Great Pee Dee Bancorp, Inc., a bank holding company headquartered in Cheraw, South Carolina,SC, from 1992 until its acquisition by the Company in April 2008. Mr. Crawford is the retired Chief Executive Officer of B.C. Moore and Sons, Inc., a department store chain. Mr. CrawfordHe has been a director of the Company and First Bank since 2008. Mr. Crawford is the current chairman of the Board of Directors and the Board of the Company andDirectors of First Bank.

Mr. Crawford brings extensive experience with accounting and finance, as well as oversight and management of multiple businesses.

Suzanne S. DeFerie, 62, was named Executive Vice President and Regional President for the Asheville Region of First Bank upon the merger of ASB Bancorp with the Company in October 2017. She served as the President and Chief Executive Officer of ASB Bancorp and Asheville Savings Bank, its banking subsidiary, from 2008 until ASB Bancorp’s merger with the Company. Ms. DeFerie holds a CPA license and is active in the banking industry and the Asheville community, currently serving roles with the Federal Home Loan Bank of Atlanta,Mission Health System, Asheville Area Chamber of Commerce, and the United Way of Asheville and Buncombe County.

Ms. DeFerie brings extensive experience in the banking and finance industry and has held numerous leadership positions throughout her professional and volunteer career.

Abby J. Donnelly 54,, 56, is founder and Chief Executive Officer of The Leadership & Legacy Group, a consulting practice in leadership development and executive succession. She is the internationally recognized author of Networking Works!, a workbook and training curriculum on building strong business relationships. Ms. Donnelly served as a board memberdirector of Carolina Bank Holdings, Inc. (“CBHI”) from 2014 until theits merger with the Company on March 3,in 2017, at which time she joined the Company’s boardBoard of directors.Directors. Ms. Donnelly has been active in volunteering and serving in many leadership roles in various civic organizations in the Greensboro area. She has attended the North Carolina Bank Directors’ College and the North Carolina Bank Directors’ Assembly.

Ms. Donnellybrings to the Companyour Board business leadership, innovation, executive decision making and oversight skills as a result of her work history, community leadership and ownership of a business.

John B. Gould, 66, has served as President of Cason Companies, Inc., a family-owned business, since 1976 and has been instrumental in the mergers and acquisitions that have grown and diversified the business over more than 40 years. He has served as the Vice Chairman of the ASB Bancorp Board, as well as past Chairman of the Henderson County Chamber of Commerce and the Henderson County Partnership for Economic Development.He is the current Chairman of the Board of Trustees of Blue Ridge Community College, and healso serves on the UNC Healthcare - Pardee Hospital Board of Directors. He joined our Board upon the merger of ASB Bancorp with the Company in 2017.

Mr. Gould is deeply active in his community and brings decades of business, banking and directorial experience to the Company.

Michael G. Mayer, 57,59, was named the President of First Bank effective in March 10, 2014, was appointed as a director of First Bank in October 2014, and was named the Chief Executive Officer of First Bank onin February 7, 2017. Mr. Mayer was named the President of the Company onin February 23, 2016 and was appointed to the Board of Directors of the Company onin February 7, 2017. Prior to joining the Company, Mr. Mayer most recently served as Chief Executive Officer of 1^st Financial Services Corporation, the parent company of Mountain 1^st Bank & Trust, a position he held from January 2010 until 1^st Financial Services Corporation’s acquisition in January of 2014. Mr. MayerHe previously served as President and Chief Executive Officer of Carolina Commerce Bank from 2009 until 2010 and Colony Signature Bank (In Organization) from 2007 to 2009, and has held various senior banking positions over his 30 year banking career.

Mr. Mayer has had an extensive career in the banking industry and brings experience, leadership, and managerial skills as a result of his work history.

Richard H. Moore, 56,58, was named as President and Chief Executive Officer of the Company in June 2012. Prior to joining the Company, he served as a managing director of San Diego-based Relational Investors LLC. Prior to joining Relational Investors, Mr. Moore served two terms as State Treasurer of North Carolina and served for four years as the Secretary of Crime Control and Public Safety. Mr. Moore also previously served as Chair of the North Carolina State Banking Commission for eight years. Mr. Moore serves on numerous New York Stock Exchange boards and committees and is the past chair of the NYSE Regulation Board of Directors. Mr. Moore was previously an Assistant U.S. Attorney and also practiced corporate, real estate and tax law for many years. Mr. Moore is a former trustee of Wake Forest University and served on its Investment Committee. Mr. Moore has been a director of the Company and First Bank since 2010.

Mr. Moore’s career has provided him with extensive financial and accounting experience and gives him keen insight with respect to budget and audit matters, as well as the oversight, governance and management of larger organizations.

Thomas F. Phillips, 71,73, is a retired automobile dealer. He served as a director of First Savings Bancorp, Inc. from 1985 until its merger with the Company in 2000. Mr. Phillips has served as a director of the Company and First Bank since 2000 and is a former chairman of both boards of directors.

Mr. Phillips brings over 30 years of financial experience gained during his director terms with First Savings Bancorp and the Company. Mr. Phillipsexperience. He also has extensive skills in accounting, finance and risk management.

O. Temple Sloan, III,56,58, is the former Chief Executive Officer and President forof General Parts, Inc. (GPI)(“GPI”), the largest privately-owned auto parts supplier in the United States, which owned and operated more than 3,100 CARQUEST Auto Parts stores and over 80 WORLDPAC branches in the United States, Canada and Puerto Rico.Prior to GPI’s acquisition by Advance Auto Parts, Inc., Mr. Sloan served as President and Chief Executive Officer of GPI from 2008 to January 2,of 2014 and as President of GPI from 2001 to 2008. Mr. Sloan is currently a director of Golden Corral Corporation, and previously served as a director of Advance Auto Parts, Inc. and Car Care Council. He is currently a member of The University of North Carolina Board of Governors, and is a former member of the Board of Trustees of Northwood University.

Mr. Sloan brings to the Company business leadership, innovation, executive decision making and oversight skills as a result of 30 years of experience in a commercial business.

Frederick L. Taylor, II, 47,49, is President of Troy Lumber Company, located in Troy, North Carolina,NC, where he has been employed since 1992. Mr. Taylor has been a director of the Company and First Bank since 2005.

Mr. Taylor brings business-building skills and experience to the Company. Additionally, Mr. Taylor has experience in overseeing the preparation of financial statements and review of accounting matters.

Virginia Thomasson, 65,67, is a Certified Public Accountant with the firm Holden,Brownback & Thomasson & Longfellow, P.C.,CPAs, PLLC, located in Southern Pines, North Carolina,NC, where she has beenis a partner since 1988.partner. She served as a director of First Savings Bancorp, Inc. from 1997 until its merger with the Company in 2000. Ms. Thomasson has served as a director of the Company and First Bank since 2000. Ms. Thomasson has been designated as an “audit committee financial expert” in accordance with SEC regulations.

Ms. Thomasson brings to the Company experience and skills in public accounting and over 1820 years of financial industry experience.

Dennis A. Wicker, 64,66, is a partner in the law firm Nelson Mullins Riley and Scarborough, LLP, located in Raleigh, North Carolina,NC, a position he has held since 2009. From 2008 to 2009, Mr. Wicker was a shareholder and a member of the Executive Committee of the law firm of SZD Wicker, LPA, and from 2001 to 2008 he was a partner in the law firm of Helms, MullisMulliss & Wicker, LLP. Mr. Wicker served in the North Carolina General Assembly from 1981 to 1993, the last four years as House Majority Leader, and he served as Lieutenant Governor of North Carolina from 1993 to 2001. Mr. Wicker has been a director of the Company and First Bank since 2001. Mr. Wicker currently serves as a director of Coca Cola Bottling Company Consolidated and within the past five yearspreviously served as a director of Air T, Inc.

Mr. Wicker has an extensive background in law and public service and brings to the Company executive decision making, governance and risk assessment skills.

Executive Officers

In addition to Mr. Mayer and Mr. Moore, the executive officers of the Company and First Bank during 2016 were as follows:Moore:

Eric P. Credle, 48,50, is an Executive Vice President of the Company and First Bank and has served as the Chief Financial Officer of the Company and First Bank since joining the Company in 1997.

Edward F. Soccorso, 44, was an Executive Vice President of First Bank and was the Chief Strategy Officer of the Company and First Bank until January 20, 2017.  Mr. Soccorso joined the Company in 2012 and served as Co-Chief Credit Officer of First Bank from January 2013 until November 2014 when he was named to the Chief Strategy Officer position.  Prior to joining First Bank, Mr. Soccorso was Director at Piedmont Investment Advisors, LLC where he managed the team dedicated to advising the U.S. Treasury on bank investments made under the Troubled Asset Relief Program (TARP).  Prior to joining Piedmont in 2009, Mr. Soccorso was a Senior Vice President at Four Corners Capital Management, LLC, a Registered Investment Advisor that managed asset-backed and fixed income portfolios for institutional investors.

BOARD COMMITTEES AND ATTENDANCE

The Board of Directors has established four standing committees: the Executive and Loan Committee, the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. In addition, the Board of Directors may establish other committees from time to time for specific purposes. The following table presents the 20162018 membership of the committees that are described below.four standing committees. The chair of each committeeCommittee is notedidentified with a “(c)”. Following the table is additional information regarding each committee.

Executive and Loan Committee

The Executive and Loan Committee is authorized, between meetings of the Board of Directors, to perform all duties and exercise all authority of the Board, of Directors, except those duties and authorities exclusively reserved to the Board of Directors by the Company’s bylaws or by statute.applicable law. The Executive and Loan Committee also serves as Loan Committee for First Bank. The Executive and Loan Committee held 1412 meetings during 2016.2018.

Audit Committee

The Audit Committee is responsible for the appointment, compensation and oversight of the Company’s independent auditors, and must approve in advance all audit fees and the terms of all non-audit services provided by the independent auditors. The Audit Committee also reviews and presents to the Board of Directors information regarding the effectiveness of the Company’s policies and procedures with respect to auditing, accounting, and internal controls. The Audit Committee also reviews the Company’s financial reporting process on behalf of the Board of Directors.Board. All of the current members of the Audit Committee are independent, as defined under the rules of The Nasdaq Stock Market (“NASDAQ”) and the Exchange Act, as well as the Company’s Corporate Governance Guidelines. The Audit Committee held six meetings during 2016.

The Board of Directors has determined that Ms. Thomasson is an “audit committee financial expert” within the meaning of SEC rules and regulations. The Audit Committee held six meetings during 2018.

The Audit Committee reviews and ratifies its charter on an annual basis. The Audit Committee charter is available on the Company’s website at www.LocalFirstBank.com under the tab “About Us – Investor Relations – Governance Documents.”

Compensation Committee

Generally, the Compensation Committee is responsible for reviewing the compensation policies and benefit plans of the Company and for making recommendations regarding the compensation of its executive officers. The Compensation Committee also administers the Company’s equity compensation plans. The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees. Each of the current members of this committeeCommittee is independent under the rules of NASDAQ and the Exchange Act, as well as the Company’s Corporate Governance Guidelines. The Compensation Committee held threefour meetings during 2016. The Compensation Committee operates under a charter that has been approved by the Board of Directors. 2018.

The Compensation Committee reviews and ratifies its charter on an annual basis, and thebasis. The Compensation Committee charter is available on the Company’s website at www.LocalFirstBank.com under the tab “About Us – Investor Relations – Governance Documents.”

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for i) identifying and recommending qualified individuals to become Board members, ii) determining the composition of the Board and its committees, and iii) developing and implementing the Company’s corporate governance guidelines. The Nominating and Corporate Governance Committee will consider shareholder nominees for Board membership. Any shareholder wishing to nominate a candidate for director must follow the procedures described in the section “Nominations For Director” above. The section below entitled “Corporate Governance Policies and Practices - Director Nomination Process” describes the process utilized by the Nominating and Corporate Governance Committee for identifying and evaluating candidates to be nominated as directors. Each of the current members of this Committee is independent as defined by the rules of NASDAQ and the Company’s Corporate Governance Guidelines. The Committee held two meetings during 2018.

The Nominating and Corporate Governance Committee reviews and ratifies its charter on an annual basis,basis. The Nominating and theCorporate Governance Committee charter is available on the Company’s website at www.LocalFirstBank.com under the tab “About Us – Investor Relations – Governance Documents.” Each of the current members of this committee is independent as defined by the rules of NASDAQ and the Company’s Corporate Governance Guidelines. The Nominating and Corporate Governance Committee held two meetings during 2016.

Attendance

The Board of Directors held teneight meetings during 2016.2018. All of the directors and nominees for re-election attended at least 75% of the aggregate of the meetings of the Board of Directors and the standing committees described above on which they served during the period they were directors and members of such committees.

Committees.

CORPORATE GOVERNANCE POLICIES AND PRACTICES

The Company has developed, and operates under, corporate governance principles and practices that are designed to maximize long-term shareholder value, align the interests of the boardBoard and management with those of the Company’s shareholders, and promote the highest ethical conduct among the Company’s directors and employees.employees (“Corporate Governance Guidelines”). Highlights of the Company’s corporate governance policies, practices and proceduresCorporate Governance Guidelines are described below.

Director Independence

The Board of Directors believes that a substantial majority of the boardBoard should consist of directors who are independent under the rules and regulations set forth byof NASDAQ and the Exchange Act, and as further defined in our Corporate Governance Guidelines. The Board of Directors makes an annual determination regarding the independence of each of the Company’s directors.director. The Board last made these determinations for each member of the boardBoard in March 2017,February 2019, based on the review of director questionnaires designed to elicit information regarding independence. The Board has determined that ten11 of its twelve14 current directors are independent as contemplated under the rules and regulations of NASDAQ, applicable provisions of the Exchange Act and our Corporate Governance Guidelines. The individuals who are not independent are Ms. DeFerie, Mr. Moore and Mr. Mayer because they are current employees of the Company.

Annual Director Re-Election

Since the Company’s inception, its bylawsBylaws have required that directors must stand for re-election to the Board of Directors at each annual shareholders’ meeting. The Board of Directors believes that this policy makes it easierallows for shareholders to hold directors more directly accountable for corporate performance compared to the staggered-boardstaggered board structure in use at many public companies, which permits directors to hold their positions for several years.years without re-election.

Separation of the Offices of Chairman and Chief Executive Officer

The Board of Directors believes that one of its main purposes is to protect our shareholders’ interests by providing independent oversight of management, including the Chief Executive Officer. Although not required by the Company’s bylaws,Bylaws, the Board of Directors has historically believed, and continues to believe, that this objective is facilitated by having an independent director serve as Chairman, thereby separating the offices of ChairmanChair of the Board of Directors and Chief Executive Officer. The ChairmanChair of the Board is responsible for approving meeting schedules and agendas, as well as acting as a liaison between the Chief Executive Officer and the independent directors.

The Board’s Role in Risk Oversight

The Board of Directors believes that each member in his or her fiduciary capacitydirector has a responsibilityfiduciary duty to monitor and manageassist in managing risks faced by the Company. At a minimum, this requires the members of our Board of Directorsdirectors to be actively engagedengage in boardBoard discussions, review materials provided to them, and know when it is appropriate to request further information from management and/or engage the assistance of outside advisors. Furthermore, because the banking industry is highly regulated, certain risks to the Company are monitored by the Board of Directors and the Audit Committee through its reviewreviews of the Company’s and First Bank’s compliance with banking laws and regulations set forth by its regulatory authorities and recommendations contained in regulatory examinations.

Because we believe risk oversight is a responsibility for each member of the Board of Directors, we do not concentrate the Board’s responsibility for risk oversight in a single committee. Instead, each of our committees concentrates on specific risks for which theyits members have an expertise, and each committee is required to regularly report to the Board of Directors on its findings. For example, the Audit Committee regularly monitors the Company’s and Bank’s exposure to fraud and internal control risk. Our Compensation Committee’s role in monitoring the risks related to our compensation structure is discussed in further detail below. See “Compensation Committee Report” on page 26.22.

Executive Sessions

The Board of Directors has adopted a resolution requiring that the independent directors of the Company meet at least twice a year in executive session with no non-independent directors or employees of the Company present. At these meetings, the independent directors discuss strategic or other key issues regarding the Company. Two of these executive sessions were held in 2016.2018.

Director Nomination Process

The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become Board members and recommending to the Board the individualsnominees for nomination as members ofelection to the Board. The goal of the Nominating and Corporate Governance Committee is to create a Board that will demonstrate objectivity and the highest degree of integrity on an individual and collective basis. In evaluating current members and new candidates, the Nominating and Corporate Governance Committee considers the needs of the Board and the Company in light of the current mix of director skills and attributes. In addition to requiring that each director possess the highest integrity and character, the Nominating and Corporate Governance Committee’s evaluation of director candidates includes an assessment of issues and factors regarding an individual’s familiarity with the Company’s geographic market area,areas of First Bank, independence as defined by the various regulatory authorities,applicable laws and rules, business experience, accounting and financial expertise, diversity, and awareness of the Company’s responsibilities to its customers, employees, regulatory bodies, and the communities in which it operates. The Nominating and Corporate Governance Committee also takes into consideration the Board’s established policies relating to the Board’s retirement policy and the ability of directors to devote adequate time to Board and committee matters. When the Nominating and Corporate Governance Committee is considering current Board members for nominationto recommend for re-election, the Committee also considers prior Board contributions and performance, as well as meeting attendance records.

The Nominating and Corporate Governance Committee does not have any formal guidelines regarding how it should consider diversity in identifying nominees for director. However, the Committee values the diversity on our current boardBoard and is generally cognizant of the benefits of a diverse board.

The Nominating and Corporate Governance Committee may seek the input of the other members of the Board and management in identifying and attracting director candidates that are consistent with the criteria outlined above. In addition, the Committee may use the services of consultants or a search firm, although it has not done so in the past. The Nominating and Corporate Governance Committee also will consider recommendations by Company shareholders of qualified director candidates for possible nomination to the Board. Shareholders may recommend qualified director candidates by writing to the Company’s Corporate Secretary at 300 SW Broad Street, Southern Pines, North Carolina 28387. Submissions should include information regarding a candidate’s background, qualifications, experience, and willingness to serve as a director. Based on a preliminary assessment of a candidate’s qualifications, the Nominating and Corporate Governance Committee may conduct interviews with the candidate and request additional information from the candidate. The Committee uses the same process for evaluating all nominees, including those recommended by shareholders.

In addition, the Company’s bylawsBylaws contain specific conditions under which persons may be nominated directly by shareholders as directors at an annual meeting of shareholders. The provisions include the condition that shareholders comply with the advance notice time-frame requirements described under the section entitled “Nominations for Director” above.

Stock Ownership Requirements

The Company’s Board of Directors has adopted a common stock ownership policy for members of the board.Board. This policy requires that any candidatenominee for the Board must either own, or commit to acquire, common stock of the Company with a monetary value at least equal to an established minimum. Prior to March 2016, the minimum value established by the policy was $50,000. In March 2016, the minimum was increased to $100,000. In March 2017, the minimum value established by the policy increased to five times the cash value of annual director compensation. Newly elected directors have until January 1^st of the third year following the date of their election to acquire the necessary stock.satisfy this minimum stock ownership requirement. Once the minimum ownership requirement is met, the Board member is deemed to have satisfied this requirement even if subsequent decreases in the Company’s stock price cause the value of the member’s holdings to fall below the minimum.minimum threshold. All current directors and nominees are currently in compliance with the current policy. The Board believes that this stock ownership policy substantially enhances shareholder value by materially aligning the Board’s interests with those of theour shareholders.

Mandatory Retirement

The Company’s bylawsBylaws state that the maximum age at which a director maynominee will be ineligible to stand for election isas a director after he or she has attained the age of 72, absent specific approval of an exception by the Board. All current and nominee directorsof the nominees are less than 72 years of age, other than Thomas F. Phillips, for whom the Board has approved of an exception to the foregoing age of 72.restrictions.

Communications with Directors

The Board of Directors believes that it is important that a direct and open line of communication exist between the Board and theour shareholders and other interested parties. Any shareholder or other interested party who desires to contact one or more of the Company’s directors may send a letter to the following address:

First Bancorp Board of Directors

P.O. Box 417300 SW Broad Street

Troy,Southern Pines, North Carolina 2737128387

In addition, any shareholder or other interested party who has any concerns or complaints relating to accounting, internal controls or auditing matters may contact the Audit Committee by writing to the following address:

First Bancorp Audit Committee

P.O. Box 417300 SW Broad Street

Troy,Southern Pines, North Carolina 2737128387

All such communications will be forwarded to the appropriate party as soon as practicable without being screened.

Annual Meeting Policy

Directors are expected to attend the Company’s annual meetingAnnual Meeting of shareholders.Shareholders. All members of the 2016 Board attended the Company’s 20162018 annual meeting of shareholders except for Mary Clara Capel.with the exception of Temple Sloan III.

Code of Ethics

The Board of Directors has adopted a Code of Ethics that applies to the Company’s directors and employees, including the Chief Executive Officer, President, Chief Financial Officer and Principal Accounting Officer. The Code includes guidelines relating to ethical handling of actual or potential conflicts of interest, compliance with laws, accurate financial reporting, and procedures for promoting compliance with, and reporting violations of, the Code of Ethics. The Code of Ethics is available on the Company’s websiteat www.LocalFirstBank.com under the tab “About Us – Investor Relations – Governance Documents.” Any amendments or waivers to the Code of Ethics will be disclosed in the same location on the Company’s website.

The nominees who receive the highest number of votes cast, up to the number of directors to be elected, shall be elected as directors. The Board of Directors recommends that shareholders vote “FOR” the proposal to elect the twelve13 nominees as directors. Unless indicated to the contrary, proxies will be voted “FOR” the twelve13 nominees listed above.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

In this section, we discuss our compensation program as it pertains to our principal executive officer, our principal financial officer and our two other most highly compensated executive officers in 2016 (“NEOs”officer (together, the “NEOs”). As discussed below, the compensation policies relating to our current Chief Executive Officer who joined our company in June 2012,(“CEO”) are discussed separately in cases where the policies differ materially for our other threetwo named executive officers (“Other NEOs”). Our discussion focuses on compensation and practices relating to 2016,2018, our most recently completed fiscal year.

Structure and Role of the Compensation Committee

The Board’s Compensation Committee of our Board of Directors consists entirely of independent directors. It operates under a written charter that the boardBoard has adopted.

The Compensation Committee is primarily responsible for the following:

Compensation Philosophy and Objectives

The objectives of our executive compensation programs are:

Our compensation program seeks to reward our executives’ contributions to corporate performance, including contributions of leadership, effort, creative ideas, industry and operational knowledge, and ethical behavior, all in pursuit of increasing shareholder value. The committee’sCommittee’s general philosophy is that we should compensate our executive officers at approximately the same average level as corresponding officers at similarly situated peer financial serviceservices companies. While that is our general philosophy, we may position a base salary in the upper quartile of the market due to experience, performance, or competitive situations. Also, we provide incentives that may result in compensation reaching the upper quartile of the market when performance exceeds targets.

Because the Compensation Committee bases its compensation decisions on the objectives and philosophy described above, it does not take into account an individual’s net worth or the wealth the individual has accumulated from prior compensation.

Competitive Positioning

Periodically, the Compensation Committee engages outside compensation consultants to evaluate whether our compensation practices are consistent with meeting our objectives. In these engagements, the Compensation Committee has instructedinstructs the outside consultant to compare our compensation practices and compensation levels to those of a peer group of similarly situated financial serviceservices companies. The consultant then provides the Compensation Committee with analysisanalyses and recommendations.

In November 2013,February 2018, the Compensation Committee engaged and met with Blanchard Consulting GroupPearl Meyer & Partners (“Pearl Meyer”) to review and advise the Committee on executive compensation matters. At this meeting, Blanchard Consulting GroupPearl Meyer presented the Committee with its findings, which it based on a study of 20122016 data (the most recent data then available).

The Blanchard Consulting GroupPearl Meyer analysis compared the compensation of our NEOs to a representative sample of 2320 publicly traded financial institutions that were comparable to the Company in either location and asset size or in performance measures. This peer group consisted of the following companies:

The results of the analysisanalyses were considered by the Compensation Committee in determining the appropriate components and amounts of executive compensation, as described below.

Executive Compensation Program Overview

The five primary components of our executive compensation program are:

In the information that follows, we discuss the compensation of our Chief Executive OfficerCEO and then we discuss the compensation of our Other NEOs.

Compensation of Richard H. Moore, Chief Executive Officer

Base Salary – In 2014, the Compensation Committee set Mr. Moore’s base salary at $525,000 based on the Committee’s review of the Company’s performance since Mr. Moore joined the Company and the results of a November 2013 Blanchard Consulting Group peer study (discussed above). In 2015 and 2016, the Compensation Committee believed that this salary remained appropriate, and thusfor 2018 was $400,000, which was unchanged from 2017. Prior to 2017, Mr. Moore’s base salary was $525,000$525,000. In February 2017, the Compensation Committee met with Pearl Meyer and reviewed the evolving roles of Mr. Moore and Mr. Mayer whereby Mr. Mayer had assumed the responsibility for 2016.more of the day-to-day operations of the Company and First Bank, while Mr. Moore’s focused more on the strategic aspects of the business. Based on this review and recommendations from Pearl Meyer, the Committee determined that Mr. Moore’s base salary would be reduced in 2017 to $400,000, but with an increase in his annual long-term equity grant (from 20% of salary to 50% of salary) that more directly aligned his compensation to the success of the Company. See additional discussion below. In February 2018, the Compensation Committee met again with Pearl Meyer and reviewed Mr. Moore’s compensation in comparison to the peer group noted above. Based on that comparison and recommendations from Pearl Meyer, the Committee determined that Mr. Moore’s base salary would remain at $400,000 for 2018, while further increasing his annual long-term equity grant to 100% of salary. This salary, along with the compensation elements discussed below, placed Mr. Moore at approximately the 50^th percentile for the peer group.

Performance Incentive Plan – Mr. Moore’s employment agreement in effect in 2016 statedprovides that he hadshall have the opportunity to earn an annual bonus with a value of between $150,000 and $600,000 based on the Company’s attainmentachievement of performance goals established by the Compensation Committee for that year. AccordingCommittee. Prior to 2017, the range of the potential bonus was $150,000-$600,000. In connection with the Pearl Meyer analysis discussed above, Mr. Moore’s employment agreement was amended in March 2017 to reduce the annual performance bonus to a range of $120,000-$480,000. The employment agreement provides that the bonus earned is to be paid 50% in cash and 50% in restricted stock, with the stock vesting annually, in one-third increments at each ofincrements. If the following three year ends. IfCompany achieves the “threshold” performance goals for a year, are at the “Threshold” level, Mr. Moore will earnearns a bonus with a value of $150,000;$120,000; if they are at the “Target” level,Company meets a higher “target” performance goal, he will earnearns a bonus with a value of $300,000;$240,000; and if they are at the “Maximum” level,Company achieves a higher “maximum” performance goal, he will earnearns a bonus with a value of $600,000. The amount payable where$480,000. Where the Company’s performance falls between these levels, Mr. Moore’s bonus is greater than Threshold but less than Target or greater than Target but less than Maximum is to be determinedcalculated on the basis of straight line interpolation between points. The paymentthe applicable performance goals. Payment of the bonus is also conditioned on the Company having achieved a satisfactory regulatory review as of such date as determined by the Board of Directors. Any bonuses granted in accordance with this plan areFurthermore, any bonus is subject to clawback provisions that allow the Company to recoup the amounts paid under the plan if the Company is required to restate its financial statements within three years of the payment. The amount of theany clawback is computed by calculating the difference in the award payment based on the restated financial statement amounts compared to the originally stated amounts that were used to calculate the initial award.

As noted above, the bonus for Mr. Moore is based on the Company’s attainment of performance goals. For 2016,2018, the Compensation Committee determined that his goals would be consistent with the goals of the Other NEOs – for more detail, see discussion below as it relates to the Other NEO. At a meeting held on February 7, 2017, theNEOs. The Compensation Committee reviewed the Company’s performance for 20162018 and determined that Mr. Moore’s payout according the formulasformula noted above resulted in a bonus of $355,500. In accordance with the terms described above, he$261,840. He was paid 50% of that amount in cash, which amounted to $177,750,$130,920, and he was granted 5,921shares3,498 shares of the Company’s restricted common stock, with a value of $177,750,$130,920, which will vest in equal one-third increments on December 31, 2017,2019, December 31, 20182020 and December 31, 2019.2021. Additionally, based on the Committee’s review of Mr. Moore’s other achievements and the Company’s performance for 2016,in 2018, the Compensation Committee granted Mr. Moore an additional cash bonus of $250,000.$150,000.

Long-Term Incentive Compensation – As discussed in more detail in the section below entitled “Equity Grants” below,Grants,” in August 2016,July 2018, Mr. Moore along with thirteenand 13 other officers of the Company waswere granted shares of the Company’s restricted common stock in an effort to promote share ownership and management retention. The terms of the grants calledcall for the shares to vest after three years on August 30, 2019.July 24, 2021.

Prior to 2017, Mr. Moore’s long-term incentive compensation grants had amounted to a value of 20% of his base salary. In connection with the Pearl Meyer analyses discussed above, the Compensation Committee increased this value to 50% of his base salary for 2017 and to 100% of his base salary for 2018. Accordingly, the Compensation Committee granted Mr. Moore 9,645 shares of restricted stock on July 24, 2018, which had a value of $400,000.

In addition to the financial terms discussed above, other provisions of Mr. Moore’s employment agreement are as follows:

Any Long-Term Incentive Compensationlong-term incentive compensation awards realizedgranted to by Mr. Moore are expected to be undermade pursuant to the Company’s 2014 Equity Plan, which has clawback provisions – see discussion underthe section below entitled “Equity Grants” below.Grants.”

Changes for 20172019

OnIn February 7, 2017,2019, the Compensation Committee reviewed an updated Pearl Meyer compensation study, discussed on the next page. This study indicated that Mr. Moore’s total compensation was below the competitive range relative to the Chief Executive Officer position. The Committee balanced that finding by noting the transition of Mr. Moore and Mr. Mayer. Due to Mr. Mayer’s assumption of moremany of the day-to-day operations ofresponsibilities to Mr. Mayer that occurred in 2017 and that the Company and Mr. Moore’s continued emphasis on the strategic aspects of the business, the Committee engaged the executive compensation firm Pearl Meyer to make recommendations to the Committee based on a study of the market for other companies with similar arrangements. Pearl Meyer performed a market study and found nine peer companies with similar arrangements, as follows:

shift has continued. Based on the results of this study, Pearl Meyer recommended totheir review, the Compensation Committee determined that each of Mr. Moore’s 2017 salary be reduced to $400,000 with revised incentive opportunities which more directly align hisprimary compensation to the success of the Company. This recommendation is at approximately the 50^th percentileelements discussed above would remain unchanged for the peer group. The Committee accepted the salary recommendation and took the short-term and long-term incentive opportunities under advisement.2019.

Compensation of Other NEOs

Except as otherwise described, the following section discusses the compensationBase Salary.We pay each of our Other NEOs.

We pay each officerNEOs a base salary because it provides a minimum level of compensation and is necessary for recruitment and retention. The Compensation Committee intends that our Other NEOs’ base salaries will provide them with a competitive baseline level of compensation based oncommensurate with their individual experience, performance and scope of responsibility. An important aspect of base salary is the ability of the Compensation Committee, the boardBoard and the CEO (in the case of other officers’Other NEOs’ salaries) to use annual base salary adjustments to reflect an individual’s performance or changed responsibilities.

Base salary levels are also important because we generally tie incentive and long-term compensation to an officer’s base salary. For example, awards under our annual bonus plan the Annual(the “Annual Incentive Plan,Plan”), are denominated as a percentage of base salary.

Based on their review in prior years of the Blanchard Consulting Group study discussed above and an assessment of the responsibilities and performance of our Other NEOs, in a meeting held onIn February 23, 2016,2018, the Compensation Committee reviewed the Pearl Meyer analyses discussed previously. For Mr. Mayer, it was determined that the base salaryin light of our Other NEOs would be as follows:

The increase in Mr. Mayer’s salary was as a result of exemplaryhis performance and in recognitioncontinued assumption of his promotion to Presidentleading the day-to-day operations of the Company and First Bank, his salary for 2018 would be increased from $450,000 to $500,000. This salary, along with Mr. Mayer’s other compensation elements, was determined to provide total compensation between the 75^th and 100^th percentile compared to those in February 2016.the peer group with the title of chief operating officer or president and was in approximately the 50^th percentile for chief executive officers. For Mr. Credle, it was initially determined that his salary would remain unchanged for 2018 at $335,000. This salary, along with Mr. Credle’s other compensation elements, was determined to provide total compensation in approximately the 50^th percentile compared to the peer group of chief financial officers. At a subsequent performance review held in late March 2018, Mr. Credle’s salary was increased to $350,000, which was ratified by the Compensation Committee.

In order to set salaries for Mr. Mayer and Mr. Credlethe NEOs for 2017,2019, the Compensation Committee again engaged Pearl Meyer to provide analysisanalyses and recommendations. In February 2017,2019, Pearl Meyer presented the committeeCommittee with its findings, which it based on a study of 20162017 proxy data (the most recent data then available).

The Pearl Meyer analysisanalyses compared the compensation of our Other NEOs to a representative sample of 20 publicly traded financial institutions that were comparable to the Company in either location and asset size or in performance measures. This peer group consisted of the following companies:

Based on the Pearl Meyer analysis and in light of Mr. Mayer’s increased responsibilities, including being named the Chief Executive Officer of First Bank on February 7, 2017, Mr. Mayer’s salary for 2017 was increased from $425,000 to $450,000. This salary was at approximately the 75^th percentile compared to executives in the peer group with the title of Chief Operating Officer or President and was in approximately the 25^th percentile for Chief Executive Officers. Based on Mr. Mayer’s increased responsibilities,analyses, the Compensation Committee concludedmade the $450,000 salary was appropriate. Based on the same Pearl Meyer analysis, Mr. Credle’s salaryfollowing determinations for 2017 was increased from $325,000 to $335,000, which was between the 50^th and 75^th percentileour Other NEOs for peer Chief Financial Officers, which the Compensation Committee believed was appropriate.2019:

2.       Annual Incentive

Annual Incentive Plan. The Compensation Committee designed our Annual Incentive Plan to provide our Other NEOs with the opportunity to earn an annual cash and/or stock bonus of 40% to 50% of their base salary if we achieved targeted levels of financialthe Company achieves certain performance with the opportunity for each officer to earn up to 1.5 times the target percentage if certain goals were met.goals. The Committee and the boardBoard believe that a meaningful but not overwhelming, amount of each of our Other NEOs’NEOs annual direct compensation should be tied to achieving corporate performance targets.the Company’s performance. The Committee believes this structure reflects a proper balance of direct compensation that provides our officers with a baseline level of financial stability (in the form of base salary), while also providing an appropriate incentive for achieving annual targets that drive our corporatebased on the Company’s performance. Amounts of annual incentive earned were included in the Blanchard Consulting Group analysisPearl Meyer analyses described above, which the Committee considers in determining the appropriateness of amounts of annual incentive awards that are able to be earned by our NEOs.

Our Annual Incentive Plan pays cash and/or stock bonuses within the first 75 days of each year based on corporatethe Company’s performance in the preceding fiscalprior year. Each participant’s total possible bonus is based on a target bonus percentage set for each participant. The plan uses multiple performance measures to determine the amount of each participant’s total bonus. The Committee assigns a weight to each performance measure, with the sum of the weights equal to 100%. The weight is the percentage of each participant’s total bonus that will be based on that particular performance measure. The Committee also sets threshold, target and maximum performance levels for each measure. If we do not achieve the threshold performance level, participants earn no bonus for that measure. Participants earn 50% of their target bonus for the measure if we meet the threshold level, 100% if we meet the target level and 150% if we achieve or exceed the maximum level. Prior to 2016,

Based on the percentage for reaching the maximum level was 200%. For 2016,February 2017 Pearl Meyer study, the Compensation Committee determined it was appropriateset Mr. Mayer’s target bonus percentage at 40% of his base salary and Mr. Credle’s target bonus percentage at 35% of his base salary, and these percentages remained the same for 2018.

In order to reduce thatdetermine each officer’s cash bonus, the target bonus percentage to 150%.noted above for each Other NEO (40% for Mr. Mayer and 35% for Mr. Credle) is multiplied by the executive’s base salary, which is then multiplied by the sum of the performance percentages earned. Bonuses are directly proportional to performance between any of these set points. Thus, an officer’sexecutive’s actual bonus amount could range from 0% to 150% of the officer’sexecutive’s target bonus percentage under the terms of the plan.percentage.

The Company’s annual incentive planAnnual Incentive Plan includes clawback provisions that allow the Company to recoup amounts paid to certaindesignated employees under the plan if the Company is required to restate its financial statements. The amount of theany clawback is computed by calculating the difference in the award payment based on the restated financial statement amounts compared to the originally stated amounts that were used to calculate the initial award. The employees subject to the clawback provision are to be notified in writing that this provision applies to them. Each of our Other NEOs have been notified thatare designated employees under this provision applies to them.

Prior to 2010, the Compensation Committee recommended, and the board approved, the target bonuses in the table below for our Other NEOs. In order to determine each officer’s cash bonus, the percentage listed below is multiplied by the officer’s base salary, which is then multiplied by the sum of the performance percentages earned that are described above. Based on the challenging economic conditions facing the banking industry and the Company’s lower levels of expected profitability in recent years, for each of the years 2010 - 2013, the Compensation Committee decided that every participant’s target bonus percentage would be reduced by two-thirds of its established level. For 2014, as a result of increased profitability and a recovering economy, the percentage was only reduced by one-third of its established level, which the Committee has determined to be appropriate for each subsequent year. Accordingly, each Other NEO’s target bonus was reduced as reflected in the table below.

provision.

The following table shows the thresholds, targets, maximums, and weightings for each performance goal that the Committee approved for 20162018 for the Company’s officers (other than those classified as regional, line of business, or branch officers) and the performance percentages that resulted from the actual results:

(1) The Compensation Committee determined that the impact of the following events would be adjusted for in the earnings per share measure – 1) the accounting loss incurred upon the Company’s early termination of FDIC loss-share agreements, and 2) the accounting gain recorded in the Company’s exchange of branches with another community bank. The net impact of these two events was determined to result in a reduction of basic earnings per share of $0.16, and thus that amount was added to the Company’s reported basic earnings per share of $1.37 to arrive at $1.53.

(2) The referral goals include a combination of number of referrals and revenue realized from the referrals among four business lines – 1) wealth management, 2) mortgage, 3) credit card, and 4) cash management. The sum of the goals attained resulted in a performance percentage of 9.9% for 2016.* See discussion below

We selected each of the above goals for our executive officer compensation because we selecteduse those same types of goals for our branch employees and we desireddesire to have the interests of our executive officers aligned as much as possible with our employees in the field. The following includes some of the specific reasons we selected each goal:

The term “non-covered” means that we exclude fromTax Equivalent Net Interest Income, excluding Loan Discount Accretion + Noninterest Income, excluding Foreclosed Property Gains/Losses and Other Gains/Losses

Divided by Noninterest Expenses, excluding Intangibles Amortization and Merger Expenses

Each of the calculation assets assumed in two failed-bank acquisitions thatexcluded items noted above are covered by loss-share agreements withexcluded because they are beyond the FDIC. We believed it was appropriate to exclude those assets from the measurement criteria due to their unique characteristics.control of management.

In addition to the goals noted above, the Compensation Committee also set two triggers that the Company had tomust meet for any of the above-described bonuses to be paid. In other words, if the Company did not achieve both triggers, no bonuses would be paid to our Other NEOs no matter what the results were for the four goals noted above. The two triggers were:

As shown above, the 2018 total payout percentage according to the terms of the Annual Incentive Plan was 106.6%98.5% and the Compensation Committee determined that the two triggers noted above were achieved.

Accordingly, the following table illustrates how each Other NEO’s incentive bonus for 20162018 was calculated. These payments were made in March 2017.

For 2017, the Compensation Committee determined that the stock would vest in one-third increments at December 31, 2018, December 31, 2019 and December 31, 2020. This determination was made in order to promote retention and share ownership among members of senior management. As a result, Mr. Mayer was granted 2,632 shares of stock with a value of $98,500, and Mr. Credle was granted 1,612 shares of stock with a value of $60,332, which represented the 50% stock component, and Mr. Mayer was paid $98,500 in cash and Mr. Credle was paid cash of $60,331, which represented the 50% cash component.

Additionally, based on the Committee’s review of Mr. Mayer’s other achievements and the Company’s performance for 2018, the Compensation Committee granted Mr. Mayer and Mr. Credle additional cash bonuses of $150,000 and $15,000, respectively.

Based on the February 2019 Pearl Meyer study discussed above, Mr. Mayer’s target bonus percentage was increased from 40% to 50% for each officer participating in the Annual Incentive Plan, including each of our Other NEOs, would again be reduced by one-third of the original percentage.2019.

Equity Grants. As previouslyjust discussed, during 20172019 we made equity grants to Mr.Messrs. Moore, Mr. Mayer and Mr. Credle related to performance for 2016.2018.

Additionally, in August 2016,July 2018, in a continued effortorder to promote share ownership and management retention, and consistent with past consultations with our compensation consultant, the Compensation Committee granted shares of restricted common stock to 1413 officers, including each of our NEOs, equal to either 15% orOther NEOs. Mr. Mayer’s grant value had been previously set at 40% of his base salary and Mr. Credle’s grant had been set at 20% of theirhis base salary, with each of our NEOs being atand these were the 20% level. The Committee determined those percentages based onvalues used for the recommendation of the compensation consultant, who stated that the percentages were reflective of industry norms. 2018 grant.

The shares vest three years from the date of grant, or on August 30, 2019.July 24, 2021. The following are the number of shares that were granted on August 30, 2016July 24, 2018 to the Company Other NEOs, with the shares granted having a value equal to 20%the respective percentage included above of the Other NEO’s annual base salary:

Mr. Moore – 5,226 shares

Mr. Mayer – 4,2304,822 shares

Mr. Credle – 3,235 shares

Mr. Soccorso – 3,2351,687 shares

Mr. Soccorso’s shares were forfeited upon his separation from the Company in 2017.

WhileAssuming acceptable financial performance, it is anticipatedexpected that similar grants maywill be made in future years, no similar grants have been made thus far in 2017. Depending2019, except that based on the Company’s performance during 2017, similar grants may be made later in the year.February 2019 Pearl Meyer study, Mr. Mayer’s grant value was increased from 40% to 50% of his base salary.

All equity grants currently made, including the grants just described, are under the Company’s 2014 Equity Plan. That plan has standard clawback provisions that provide that any compensation paid pursuant to the plan which is subject to recovery under any law, government regulation or stock exchange listing requirement, including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act and related implementing rules and regulations of that Act,(“Dodd Frank Act”), will be subject to such deductions, recovery and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement. Participants shall, upon written demand by the Company, promptly repay any such compensation or take such other action as the Company may require for compliance with these provisions.

Benefits. We provide a competitive benefits program for our NEOs, including our CEO. We provide these benefits in order to retain and attract an appropriate caliber of talent and recognize that other companies with which we compete for talent provide similar benefits to their executive officers.

The following table lists our current benefit programs and shows, for each, the employees eligible for each benefit:

Supplemental Executive Retirement Plan

We sponsor a supplemental executive retirement plan,Supplemental Executive Retirement Plan, or SERP, for the benefit of certain members of our senior management, including Mr. Credle. Due to their hire dates, the other NEOsMr. Moore and Mr. Mayer are not participants in the SERP. The purpose of the SERP is to provide additional monthly pension benefits to ensure that each participant will receive lifetime pension benefits beyond the amounts that we can pay under our qualified pension plan. The SERP generally provides participants with an annual benefit at retirement equal to 3% of final average compensation multiplied by years of service, up to a maximum of 60% of final average compensation. The amount of a participant’s SERP benefit is reduced by (1)(i) the amount payable under our qualified pension plan, and (2)(ii) 50% of the participant’s primary Social Security benefit.

We set the benefits payable under the SERP in 1993 at the inception of the plan, in consultation with an employee benefits consultant who assisted us with plan design. At that time, the employee benefits consultant provided peer information and gave his expert opinion that the benefits payable under this plan were reasonable and would further our objectives of attracting and retaining senior management executives.

During 2012, we decided that we wanted to offer a uniform set of retirement benefits that would be applicable to all employees and not just those that were hired after June 11, 2009 or those that had achieved a certain level within the Company. Accordingly, effective December 31, 2012, in addition to freezing the qualified defined benefit pension plan (as noted above), we also froze our SERP, which means that the participants of that plan willin the SERP do not earn future benefits under the plan.plan after that date. The SERP included a retention feature that penalized participants for leaving the company prior to age 65 by reducing their earned benefit in a graduated manner that resulted in a lower penalty for each year of continued service. For the purposes of this feature, all participants were assumed to have been terminated from the Company on December 31, 2018.

Perquisites

We provide only very limited perquisites. None of our NEOs received in excess of $10,000 in perquisites during 2016.2018.

Post-Termination Compensation

Accelerated Vesting

Our current equity plan2014 Equity Plan and the SERP have change in control provisions that automatically vest all participants in the benefits of each plan in the event of a change in the control of our Company. We believe that other companies with which we compete for executive talent provide a similar acceleration benefit, and that these provisions therefore assist us in attracting and retaining talent.

Employment Agreements

We have employment agreements with each of our Other NEOs. The employment agreement with our CEO has been previously described. See “Compensation of Richard H. Moore, Chief Executive Officer” above.

As of December 31, 2016, ourThe Other NEOs each had employment agreements withprovide for one year terms that renew annually unless either party gives written notice of non-renewal. Each of these agreements provides for the payment of certain severance benefits to the officerexecutive upon termination of employment in certain circumstances, including following a change in the control of our company.Company. For more information about these benefits, see the section below captioned “Executive Compensation – Potential Payments Upon Termination.” Eachagreement also contains non-competition and confidentiality covenants that protect our companyCompany if the officerexecutive leaves.

The objectives of the Other NEO employment agreements wereare as follows:

The Compensation Committee and the boardBoard believe the amount of the severance benefits potentially payable to each NEOthe Other NEOs under these agreements is reasonable and consistent with industry standards.

The above discussion describes the five primary components of our executive compensation program. The following section describes other guidelines and procedures affecting executive compensation.

Other Guidelines and Procedures Affecting Executive Compensation

Stock Option Grants

When we approve a stock option grant, we set a date in the future as the measurement date for the exercise price of the stock option. We do not “back-date” stock option grants. We do not have a policy or practice of making stock option grants during periods in which there is material non-publicnonpublic information about our Company.

Tax Considerations

It has been and continues to be our intent that all incentive payments be deductible unless maintaining deductibility would undermine our ability to meet our primary compensation objectives or is otherwise not in our best interest. At this time, essentially all compensation we have paid to the NEOs is deductible under the federal tax code, except for income realized from exercise of incentive stock options by some NEOs.

Share Ownership Guidelines for Named Executive Officers

UntilIn February 2015, we encouraged, but did not require, our NEOs to own shares of our common stock. At a Compensation Committee meeting held on February 24, 2015, the Compensation Committee adopted a Stock Ownership and Retention Policy. This policyPolicy required the CEO to own shares of common stock of the Company with a value of at least two times his or her annual base salary and for all Other NEOs to own Company stock with a value equal to their base salary. In February 2019, the Compensation Committee increased the CEO’s stock ownership requirement to be at least three times the CEO’s salary. NEOs who have not met the ownership requirements within five years of being subject to the policyPolicy (i.e. becoming an NEO) are subject to restrictions on future stock sales until they are in compliance with the policy.Policy.

At the Company’s Compensation Committee meeting heldAdditionally, in February 2017, the Compensation Committee changedmodified the stock ownership guidelines for Mr. Moore and Mr. Mayer to require them to retain 50% of all shares of common stock they have been granted by the Company until retirement.

Consideration of Prior-Year Shareholder Advisory Vote

At the 20162018 annual meeting of shareholders, on the proposal approving, on an advisory basis, the compensation paid to our named executive officersNEOs as disclosed in the proxy statement for that annual meeting, 98 percent96% of the votes cast were cast in favor of the proposal. The Compensation Committee considered this high level of support as providing confirmation that the shareholders support our compensation policies and decisions for our named executive officers,NEOs, and determined that its approach to the 20172019 compensation policies and decisions would remain generally consistent with the approach in 2016.2018.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the CompanyBoard has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K.S-K of the Exchange Act. Based on its review and discussion, the Compensation Committee recommended to the boardBoard that the Compensation Discussion and Analysis be included in this proxy statementProxy Statement and in the Company’s annual reportAnnual Report on Form 10-K for filing with the SEC.

The Compensation Committee has conducted a risk-based assessment of the Company’s compensation plans, policies and practices to determine whether such plans, policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. Based on this assessment, the Committee has concluded that the Company’s compensation plans, policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. As part of its assessment, the Compensation Committee evaluated the Company’s compensation plans and programs to determine their propensity to cause undue risk taking by employees, including senior executive officers, relative to the level of risk associated with the Company’s business model and operations. The Committee believes that the Company does not use highly leveraged short-term incentives that encourage high risk behavior at the expense or to the detriment of long-term value, or which are reasonably likely to create a material adverse effect. The Committee completed its assessment in 2016 as part of its obligation to oversee the compensation risk assessment process for the Company.

Submitted by the Compensation Committee of the Company’s Board of Directors.Committee.

Summary Compensation Table

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

20162018 SUMMARY COMPENSATION TABLE

Notes:

We have entered into employment agreements with eight of our officers, including each of the NEOs. Each employment agreement provides for post-termination benefits that we must pay in certain circumstances. See “Potential Payments Upon Termination” below for more information about these potential benefits, and about the non-competition and confidentiality covenants contained in the agreements.

CEO Pay Ratio

The Compensation Committee monitors the relationship between the compensation of our executive officers and of our non-managerial employees.  We are disclosing below the ratio of the pay of our CEO to our median employee (pay ratio).  To determine the median employee, we considered 1,064 employees, which included all full-time and part-time employees, with the exception of the CEO as of December 31, 2018. We determined the median employee based on W-2 earnings for 2018. For employees hired during 2018, we converted their earnings to an annualized amount.

For purposes of determining the pay ratio, the total compensation of our CEO includes all compensation reported in the Summary Compensation Table.  The total compensation of the median employee was determined in the same manner as was used for the CEO in the Summary Compensation Table.

Grants of Plan-Based Awards

The amounts shown in the table below relate to 1)(i) the range of possible non-equity and equity payouts in 20172019 for 20162018 performance under the Performance Incentive Plan for Mr. Moore and the Annual Incentive Plan for Other NEOs, and 2)(ii) grants of stock made on August 30, 2016July 24, 2018 to promote share ownership and management retention.

Under both incentive plans, we pay cash bonuses within the first 75 days following year end based on corporate performance in the preceding fiscal year. According to the Performance Incentive Plan, Mr. Moore’s bonus is payable in an equal mix of cash and restricted stock, while payments under the Annual Incentive Plan can be paid in cash or restricted stock or a mix of the two. In February 2016,2018, the Compensation Committee determined that 13 members of senior management, including each NEO, would be paid their award in a mix of 50% cash and 50% restricted stock.

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Notes:

Outstanding Equity Awards at Fiscal Year-End

The following table provides information about the equity awards our NEOs held as of the end of 2016.2018.