Exchange Act of 1934 (Amendment No. _____)
)
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5, 2022
22, 2022.
The5, 2022: This Notice, andthe Proxy Statement and the Company’s 20182021 Annual Report on Form 10-K are available on the Internet at www.proxyvote.com.
Secretary
related costs.
Vote Required; Effect of Abstentions and Broker Non-Votes. The Broker non-votes and 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 (a “nominee”), you may instruct your broker or other holder of recordnominee 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 fromnominee. Because directors will be elected by an affirmative vote of the votemajority of shares cast (or by a plurality of votes in a contested election) and the “Say on Pay” proposal, the proposal to amend the Articles of Incorporation to increase the number of authorized shares and the ratification of the appointment of our independent auditors, each require approval by aparticular proposal majority of the votes cast, votes withheld, abstentions and broker non-votes will be counted as present for purposeshave no effect in the election of determining if a quorum is present, but will not be counted as votes ondirectors or the proposal in question.
approvals of those proposals.
2,
2022.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 (i.e., virtually) and casting a ballot. If you are a beneficial holder, you may change your vote by submitting new voting instructions to yourAdditional Information
nominee.
Notice of Annual Meeting.
Name and Address of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percent of Class(1) | | |||
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BlackRock Inc. 55 East 52nd Street New York, NY 10055 | | 5,183,539 shares |
| | | | 14.55% | | | |
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | | | 2,310,573 shares(3) | | | | | 6.48% | | |
The Company’sExecutive Vice President, Chief Financial Officer and General Counsel.
Annual Meeting.
The Board of Directors recommends a vote “FOR” the election of these nominees.
Common Stock Beneficially Owned (1) | ||||||||||||||||
Name (Age)** | Current Director (D), Nominee (N), or Position with Company | Number of Shares Owned (excluding options) | Number of Shares That May Be Acquired within 60 Days by Exercising Options | Total Number of Shares Beneficially Owned | Percent of Class | |||||||||||
Directors and Nominees | ||||||||||||||||
Richard H. Moore (58) | CEO (D) (N) | 150,601 | (2) | — | 150,601 | * | ||||||||||
Michael G. Mayer (59) | President of the Company; President and CEO of First Bank(D) (N) | 29,430 | (3) | — | 29,430 | * | ||||||||||
Donald H. Allred (72) | (D) | 5,166 | (4) | — | 5,166 | * | ||||||||||
Daniel T. Blue, Jr. (69) | (D) (N) | 14,895 | — | 14,895 | * | |||||||||||
Mary Clara Capel (60) | (D) (N) | 13,758 | — | 13,758 | * | |||||||||||
James C. Crawford, III (62) | (D) (N) | 77,584 | (5) | — | 77,584 | * | ||||||||||
Suzanne S. DeFerie (62) | (D) (N) | 139,716 | (6) | — | 139,716 | * | ||||||||||
Abby J. Donnelly (56) | (D) (N) | 3,110 | (7) | — | 3,110 | * | ||||||||||
John B. Gould (66) | (D) (N) | 38,408 | (8) | — | 38,408 | * | ||||||||||
Thomas F. Phillips (73) | (D) (N) | 84,112 | (9) | 2,250 | 86,362 | * | ||||||||||
O. Temple Sloan, III (58) | (D) (N) | 9,430 | — | 9,430 | * | |||||||||||
Frederick L. Taylor, II (49) | (D) (N) | 28,252 | 2,250 | 30,502 | * | |||||||||||
Virginia C. Thomasson (67) | (D) (N) | 26,164 | 2,250 | 28,414 | * | |||||||||||
Dennis A. Wicker (66) | (D) (N) | 36,697 | (10) | — | 36,697 | * | ||||||||||
Non-Director Executive Officer | ||||||||||||||||
Eric P. Credle (50) | Executive Vice President & Chief Financial Officer | 39,646 | (11) | — | 39,646 | * | ||||||||||
Directors/Nominees and Non-Director Executive Officer as a Group (15 persons) | 696,969 | (12) | 6,750 | 703,719 | 2.37% |
Name (Age)** | | | Current Director (D), Nominee (N) or Position with Company | | | Total Number of Common Shares Beneficially Owned(1) | | | | | | | | | Percent of Class | | ||||||
Directors and Nominees | | | | | | | | | | | | | | | | | | | | | | |
Richard H. Moore (61) | | | Chief Executive Officer (D) (N) | | | | | 129,152 | | | | | | (2) | | | | | | * | | |
Michael G. Mayer (62) | | | President of the Company and Chief Executive Officer and President of First Bank (D) (N) | | | | | 61,284 | | | | | | (3) | | | | | | * | | |
* Indicates beneficial ownership of less than 1% of the issued and outstanding shares. ** Ages as of April 1, 2022. *** Mr. Credle retired as the Company’s Chief Financial Officer effective November 12, 2021, and his employment with the Company ended on February 25, 2022. (1) Unless otherwise indicated, each individual has sole voting and investment power with respect to all shares beneficially owned by such individual, including executive officers’ reported shares in our 401(k) defined contribution plan (“401(k) plan”), which are voted by the plan trustee and not by the executive for whom such shares are listed. There are no shares that may be acquired within 60 days by exercising stock options. (2) Mr. Moore’s shares also include 11,432 shares held in the 401(k) plan. (3) Mr. Mayer’s shares include 1,017 shares held by his spouse and 1,210 shares held in the 401(k) plan. (4) Mr. Crawford’s shares include 8,325 shares held by his spouse and 6,600 shares held jointly with his children. (5) Ms. DeFerie’s shares include 1,786 shares held in the 401(k) plan. (6) Ms. Donnelly also holds 5,500 shares in a Rabbi Trust for director fees accumulated during her service as |
Director Nominees
Daniel T. Blue, Jr., 69, is the managing partner of Blue LLP, a law firm located in Raleigh, 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 12 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 a 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 Carolina Bank Holdings, Inc.
401(k) plan.
the 401(k) plan.
the Company in January 2022.
Ms. DeFerie brings extensive experience in the banking and finance industry and has held numerous leadership positions throughout her professional and volunteer career.
oversight and management of multiple companies, and valuable experience and knowledge arising from his other board and trustee positions.
2010.Mr. Moore was elected as the Chair of the Boards of the Company and of First Bank in January 2022.
Thomas F. Phillips, 73,
directors of Mechanics & Farmers Bank, Durham, NC, and its holding company, M&F Bancorp, Inc. from 2018 until June 2021.
banking expertise, as well as valuable experience and knowledge arising from his board and trustee positions.
Eric P. Credle
8
BOARD COMMITTEES AND ATTENDANCE
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Executive and Loan Committee | | | Audit Committee | | | Compensation Committee | | | Nominating and Corporate Governance Committee | |
Daniel T. Blue, Jr. | | X | | | X | | | X | | | X | | |
Mary Clara Capel | | X | | | X | | | X | | | X | | |
James C. Crawford, III | | | X (c) | | | X | | | X (c) | | | X (c) | |
Suzanne S. DeFerie | | | X | | | | | | | | | | |
Abby J. Donnelly | | X | | | X | | | X | | | X | | |
John B. Gould | | X | | | X | | | X | | | X | | |
Michael G. Mayer | | | | | | | | | | | | | |
John W. McCauley | | | X | | | | | | | | | | |
Carlie C. McLamb, Jr. | | | X | | | | | | | | | | |
Richard H. Moore | | | | | | | | | | | | | |
| | X | | X | | | X | | | X | | ||
O. Temple Sloan, III | | X | | | X | | | X | | | X | | |
Frederick L. Taylor, II | | X | | | X | | | X | | | X | | |
Virginia C. Thomasson | | | X | | | X (c) | | | X | | | X | |
Dennis A. Wicker | | X | | | | | | X | | | X | |
2021.
2021.
The Compensation Committee reviews and ratifies its charter on an annual basis. The Compensation Committee charter is available on the Company’s website at www.LocalFirstBank.com under the tab “About Us –— Investor Relations –— Corporate Overview — Governance Documents.”
2021.
Company, and Ms. DeFerie because she was as an employee of the Company during the last three years.
10
Separation of the Offices of Chairman and Chief Executive Officer
performance review of the Chair and CEO; and staying informed about the strategy and performance of the Company and reinforcing that expectation for all Board members.
27.
2021.
membership. Based upon self-identification by each member of the Company’s Board, the diversity composition of the Board is as follows:
Board Diversity Matrix (As of December 31, 2021) | | ||||||
Total Number of Directors: 15 | | ||||||
| | | Female | | | Male | |
Part I: Gender Identity | | | | | | | |
Directors | | | 4 | | | 11 | |
Part II: Demographic Background | | | | | | | |
African American or Black | | | | | | 2 | |
White | | | 4 | | | 9 | |
In addition, the Company’s Bylaws contain specific conditions under which persons may be nominated directly by shareholders as directors at an annual meeting of shareholders. The provisions include the
age.
Annual Meeting Policy
shareholders.
The
13
EXECUTIVE
Compensation Discussion and Analysis
In this section, we DISCUSSION AND ANALYSIS
year, with prior years referenced as necessary to provide context.
are as follows:
In February 2018,2019, the Compensation Committee engaged and met with Pearl Meyer & Partners (“Pearl Meyer”) to review and advise the Committee on executive compensation matters. At this meeting, Pearl Meyer presented the Committee with its findings, which it based on a study of 20162017 data (the most recent data then available).
Carolina Financial Corporation | | | • Park National Corporation | | |
Eagle Bancorp, Inc. | | | • Peoples Bancorp | | |
| • City Holding Company | | | • S&T Bancorp | |
Community Trust Bancorp, Inc. | | | • Sandy Spring Bancorp, Inc. | | |
FB Financial Corporation | | | • Seacoast Banking Corporation of Florida | | |
First Commonwealth Financial Corp. | | | ServisFirst Bancshares, Inc. | | |
| Franklin Financial Network, Inc. | | | Republic Bancorp, Inc. | |
| • HomeTrust Bancshares, Inc. | | | • TriState Capital Holdings, Inc. | |
Mercantile Bank Holding Corp. | | | | |
Also, as discussed below, these 2019 analyses were updated in February 2020 with respect to the compensation for Mr. Mayer and updated analyses with a new set of peer banks were obtained from Pearl Meyer in January 2022 for the purpose of setting 2022 compensation, as discussed further below.
15
Performance Incentive Plan – — Mr. Moore’s employment agreement provides that he shall have the opportunity to earn an annual bonus based on the Company’s achievement of performance goals established and weighted by the Compensation Committee. Prior to 2017, theThe 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 is $120,000 to a range of $120,000-$480,000. The employment agreement provides that the bonus earned$480,000 and is to be paidpayable 50% in cash and 50% in restricted stock, with the stock vesting annually in one-third increments. If the Company achieves the “threshold” performance for all goals for a year, Mr. Moore earns a bonus with a value of $120,000; if the Company meetsachieves each performance goal at a higher “target” performance goal,level, he earns a bonus with a value of $240,000; and if the Company achieves each performance goal at or above a higher “maximum” performance goal,level, he earns a bonus with a value of $480,000. WhereWhen the Company’s performance falls between these levels for a particular goal, Mr. Moore’s bonus is calculated on the basis of straight line interpolation between the applicable performance goals.levels. 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. Furthermore, any bonus is subject to clawback provisions that allow the Company to recoup the amounts paid if the Company is required to restate its financial statements within three years of the payment. The amount of any clawback is computed by calculating the difference in the award payment based on the restated financial statement amounts compared to the amounts that were used to calculate the initial award.
As noted above,
$100,000.
Prior to 2017,years. For 2021, the value of 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 togrant was set at 100% of his base salary, for 2018.which was unchanged from 2020. Accordingly, the Compensation Committee grantedawarded Mr. Moore 9,64512,245 shares of restricted stock on July 24, 2018,27, 2021, which had a value of $400,000.
$475,000.
2022
| • Brookline Bancorp, Inc. | | | • Renasant Corporation | |
| • Customers Bancorp, Inc. | | | • S&T Bancorp, Inc. | |
| • Eagle Bancorp, Inc. | | | • Sandy Springs Bancorp, Inc. | |
| • FB Financial Corporation | | | • Seacoast Banking Corporation of Florida | |
| • First Busey Corporation | | | • ServisFirst Bancshares, Inc. | |
| • First Commonwealth Financial Corp. | | | • TowneBank | |
| • First Financial Bancorp | | | • TriState Capital Holdings, Inc. | |
| • Heartland Financial | | | • Trustmark Corporation | |
| • Lakeland Bancorp, Inc. • Park National Corporation • Northwest Bancshares, Inc. | | | • United Community Banks, Inc • WesBanco, Inc. | |
the remainder of 2022.
In order to set salaries for the NEOs for 2019, the Compensation Committee again engaged Pearl Meyer to provide analyses and recommendations. In February 2019, Pearl Meyer presented the Committee with its findings, which it based on a study of 2017 proxy data (the most recent data then available)2022.
The Pearl Meyer analyses compared the compensation ofAnnual Incentive Plan provides 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 analyses, the Compensation Committee made the following determinations for our Other NEOs for 2019:
Annual Incentive Plan. The Compensation Committee designed our Annual Incentive Plan to provide our Other NEOsother officers with the opportunity to earn an annual cash and/or stock bonus if the Company achieves certain performance goals. The Committee and the Board believe that a meaningful amount of each of our Other NEOsNEO’s annual compensation should be tied to the Company’s performance. The Committee believes this structure reflects a proper balance of compensation that provides our officers with a baseline level of financial stability (in the form of base salary), while also providing an appropriate incentive based on the Company’s performance. Amounts of annual incentive earned were included in the Pearl Meyer analyses described above, which the Committee considers in determining the appropriateness of amounts of annual incentive awards that are able to be earned by our NEOs.
Based on
salary.
18
The following table shows the thresholds, targets, maximums and weightings for each performance goal that the Committee approved for 20182021 for the Company’s corporate officers, (other than those classified as regional, linewhich included each of business, or branch officers)the Company’s NEOs except for Mr. Currie, who, because he had been a Regional Executive for most of 2021, had his performance goals measured on the region-specific measures and goals that had been set for his region for 2021. Those region-specific measures and goals applicable to Mr. Currie were similar to the corporate goals. The table below also reflects the performance percentages that resulted from the actual results:
Measurement | Threshold | Target | Maximum | Weight | Actual for 2018 | Performance Percentage | ||||||||||||||||||||
1 | Earnings Per Share - Basic | $ | 2.22 | $ | 2.61 | $ | 3.92 | 50% | $ | 3.01 | 57.7% | |||||||||||||||
2 | Loan Growth | 5.20% | 6.10% | 12.30% | 20% | 5.11% | 10.0% | * | ||||||||||||||||||
3 | Deposit Growth | 5.10% | 5.90% | 11.90% | 20% | 5.73% | 17.8% | |||||||||||||||||||
4 | Efficiency Ratio | 63.6% | 59.9% | 55.3% | 10% | 55.2% | 13.0% | |||||||||||||||||||
100% | 98.5% |
results as it relates to executive officers:
| | | Measurement | | | Threshold | | | Target | | | Maximum | | | Weight | | | Actual for 2021* | | | Performance Percentage | | ||||||||||||||||||
1 | | | Earnings Per Share – Diluted | | | | $ | 2.47 | | | | | $ | 2.90 | | | | | $ | 4.35 | | | | | | 50% | | | | | $ | 4.00 | | | | | | 69.0% | | |
2 | | | Regional Loan Growth | | | | | 2.0% | | | | | | 3.1% | | | | | | 6.1% | | | | | | 25% | | | | | | 3.8% | | | | | | 27.9% | | |
3 | | | Retail Deposit Growth | | | | | -3.0% | | | | | | 0.0% | | | | | | 6.0% | | | | | | 15% | | | | | | 21.9% | | | | | | 22.5% | | |
4 | | | Efficiency Ratio | | | | | 60.2% | | | | | | 56.7% | | | | | | 52.3% | | | | | | 10% | | | | | | 53.4% | | | | | | 13.8% | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | 100% | | | | | | | | | | | | 133.2% | | |
We selected
excluding Foreclosed Property Gains/Losses and Other Gains/Losses
19
Accordingly, the following table illustrates how each Other NEO’s incentive bonus for 20182021 was calculated.
Other NEO | (A)
2018 Salary ($) | (B)
Target Bonus | (C)
Performance | (A times B times C)
Value of Incentive |
Michael G. Mayer | 500,000 | 40.0% | 98.5% | 197,000 |
Eric P. Credle | 350,000 | 35.0% | 98.5% | 120,663 |
Other NEO | | | (A) 2021 Salary ($) | | | (B) Target Bonus Percentage | | | (C) Performance Percentage | | | (A times B times C) Value of Incentive Plan Compensation ($) | | ||||||||||||
Michael G. Mayer | | | | | 625,000 | | | | | | 55.0% | | | | | | 133.2% | | | | | | 457,875 | | |
Elizabeth B. Bostian | | | | | 340,000 | | | | | | 25.0% | | | | | | 133.2% | | | | | | 113,220 | | |
Gregory A. Currie | | | | | 375,000 | | | | | | 25.0% | | | | | | 115.2% | | | | | | 108,000 | | |
Eric P. Credle | | | | | 385,875 | | | | | | 35.0% | | | | | | 133.2% | | | | | | 179,895 | | |
cash. Additionally, based on the Committee’s review of Mr. Mayer’s other achievementsand Mr. Currie’s performance and the Company’s performance for 2018,in 2021, the Compensation Committee granted Mr. Mayer and Mr. Credlean additional cash bonusesbonus of $150,000 and $15,000, respectively.
Based onMr. Currie an additional bonus of $42,000 to be paid in 50% cash and 50% in shares of restricted stock with the same vesting terms as those noted above.
2022.
2021.
The shares vest three years from the date of grant, or on July 24, 2021.date. The following are the numberpercentages of sharesthe respective annual base salaries of each Other NEO that were granted on July 24, 2018 toset as the Company Other NEOs, with the shares granted having a value equal to the respective percentage included above of the Other NEO’s annual base salary:
grant values in 2021: Mr. Mayer – 4,822 shares
— 60%, Ms. Bostian — 15%,
— 20%. See discussion regarding Mr. Moore’s grant in the section above titled “Compensation of Richard H. Moore, Chief Executive Officer.”
Other NEO | | | Date of Grant | | | Number of Shares Granted | | | Value of Grant ($) | | | Vesting Date | | ||||||
Michael G. Mayer | | | July 27, 2021 | | | | | 9,667 | | | | | | 375,000 | | | | July 27, 2024 | |
Elizabeth B. Bostian | | | July 27, 2021 | | | | | 753 | | | | | | 29,217 | | | | July 27, 2024 | |
Gregory A. Currie | | | July 27, 2021 | | | | | 1,830 | | | | | | 71,000 | | | | July 27, 2024 | |
Eric P. Credle | | | July 27, 2021 | | | | | 1,989 | | | | | | 77,175 | | | | July 27, 2024 | |
All equity grants currentlyrestricted shares are made including the grants just described, are under the Company’s 2014 Equity Plan. That planThe 2014 Equity Plan has standard clawback provisions that provide that any compensation paid pursuant to the planPlan which is subject to recovery under any law, government regulation or stock exchange listing requirement, including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act and related implementing rules and regulations (“Dodd Frank Act”), will be subject to such deductions, recovery and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement. Participants shall, upon written demand by the Company, promptly repay any such compensation or take such other action as the Company may require for compliance with these provisions.
20
Benefit Plan Named Executive Certain Managers All Full-Time Supplemental Executive Retirement Plan (2) X CEO. We provide these benefitsCEO, 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.
Officers
and Individual
Contributors
EmployeesRetention and Retirement Arrangement (1) Perquisites X X (6) 401(k) Plan X X X Defined Benefit Pension Plan (3) (3) (3) Health Insurance X X X Life Insurance (4) X X X Bank-Owned Life Insurance (5) (5) (5) Disability Insurance X X X
Benefit Plan | Named Executive Officers | | | Certain Managers and Individual Contributors | | | All Full-Time Employees | | |||||||||||
Retention and Retirement Arrangement | | | | | (1) | | | | | | | | | | | | | | |
Supplemental ExecutiveRetirement Plan | | | | | (2) | | | | | | X | | | | | | | | |
Deferred Compensation | | | | | (3) | | | | | | (3) | | | | | | | | |
Perquisites | | | | | X | | | | | | X | | | | | | (6) | | |
401(k) Plan | | | | | X | | | | | | X | | | | | | X | | |
Defined Benefit Pension Plan | | | | | (4) | | | | | | (4) | | | | | | (4) | | |
Health Insurance | | | | | X | | | | | | X | | | | | | X | | |
Life Insurance(5) | | | | | X | | | | | | X | | | | | | X | | |
Bank-Owned Life Insurance(6) | | | | | (6) | | | | | | (6) | | | | | | | | |
Disability Insurance | | | | | X | | | | | | X | | | | | | X | | |
or SERP,(“SERP”) for the benefit of certain members of our senior management, includingwhich included Mr. Credle.Credle; however, he separated from service in February 2022 prior to being vested in the plan. Due to their hire dates Mr. Moore and Mr. Mayerour other NEOs 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
We set the benefits payable under the SERP in 1993 at theits 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.
2021.
22
Other Guidelines and Procedures Affecting Executive Compensation
When
code.
compliance.
2021.
| Daniel Blue, Jr. Mary Clara Capel James C. Crawford, III Abby J. Donnelly |
| | | Dexter V. Perry O. Temple Sloan, III Frederick L. Taylor, II Virginia C. Thomasson Dennis A. Wicker | |
23
2018
Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compens- ation ($) (5) | Total ($) | |||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||||
Richard H. Moore | 2018 | 400,000 | 150,000 | 530,920 | — | 130,920 | — | 20,777 | 1,232,617 | |||||||||||||||||||||||||||
Chief Executive Officer | 2017 | 415,625 | 500,000 | 348,200 | — | 148,200 | — | 20,062 | 1,432,087 | |||||||||||||||||||||||||||
2016 | 525,000 | 250,000 | 282,750 | — | 177,750 | — | 18,065 | 1,253,565 | ||||||||||||||||||||||||||||
Michael G. Mayer | 2018 | 487,500 | 150,000 | 298,500 | — | 98,500 | — | 26,362 | 1,060,862 | |||||||||||||||||||||||||||
President of the Company & | 2017 | 446,875 | 250,000 | 279,450 | — | 99,450 | — | 21,725 | 1,097,500 | |||||||||||||||||||||||||||
First Bank, Chief Exeutive | 2016 | 425,000 | — | 160,501 | — | 75,501 | — | 15,065 | 676,067 | |||||||||||||||||||||||||||
Officer of First Bank | ||||||||||||||||||||||||||||||||||||
Eric P. Credle | 2018 | 346,250 | 15,000 | 130,332 | — | 60,331 | 29,000 | 20,699 | 601,612 | |||||||||||||||||||||||||||
Executive Vice President | 2017 | 333,750 | — | 131,781 | — | 64,781 | 74,000 | 15,445 | 619,757 | |||||||||||||||||||||||||||
and Chief Financial Officer | 2016 | 325,000 | — | 111,189 | — | 46,189 | 54,000 | 13,480 | 549,858 |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(2) | | | Stock Awards ($)(3) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($)(4) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | | | All Other Compens-ation ($)(6) | | | Total ($) | | |||||||||||||||||||||||||||
Richard H. Moore Chief Executive Officer | | | | | 2021 | | | | | | 466,346 | | | | | | 100,000 | | | | | | 674,320 | | | | | | — | | | | | | 199,320 | | | | | | — | | | | | | 47,262 | | | | | | 1,487,248 | | |
| | | 2020 | | | | | | 408,654 | | | | | | — | | | | | | 541,840 | | | | | | — | | | | | | 141,840 | | | | | | — | | | | | | 27,576 | | | | | | 1,119,910 | | | ||
| | | 2019 | | | | | | 400,000 | | | | | | — | | | | | | 509,440 | | | | | | — | | | | | | 109,440 | | | | | | — | | | | | | 33,080 | | | | | | 1,051,960 | | | ||
Michael G. Mayer President of the Company and First Bank, Chief Exeutive Officer of First Bank | | | | | 2021 | | | | | | 616,346 | | | | | | 150,000 | | | | | | 603,937 | | | | | | — | | | | | | 228,938 | | | | | | — | | | | | | 45,717 | | | | | | 1,644,938 | | |
| | | 2020 | | | | | | 558,654 | | | | | | 75,000 | | | | | | 488,510 | | | | | | — | | | | | | 158,510 | | | | | | — | | | | | | 36,455 | | | | | | 1,317,129 | | | ||
| | | 2019 | | | | | | 544,230 | | | | | | — | | | | | | 392,700 | | | | | | — | | | | | | 117,700 | | | | | | — | | | | | | 29,007 | | | | | | 1,083,637 | | | ||
Elizabeth B. Bostian(1) Executive Vice President, Chief Financial Officerand General Counsel of the Company and First Bank | | | | | 2021 | | | | | | 199,713 | | | | | | — | | | | | | 585,827 | | | | | | — | | | | | | 56,610 | | | | | | — | | | | | | 28,882 | | | | | | 871,032 | | |
Gregory A. Currie, Jr.(1) Executive Vice President and Chief Banking Officer of First Bank | | | | | 2021 | | | | | | 352,885 | | | | | | 42,000 | | | | | | 625,000 | | | | | | — | | | | | | 54,000 | | | | | | — | | | | | | 34,556 | | | | | | 1,108,441 | | |
Eric P. Credle Retired Executive Vice President and Chief Financial Officer | | | | | 2021 | | | | | | 383,755 | | | | | | — | | | | | | 77,175 | | | | | | — | | | | | | 179,895 | | | | | | — | | | | | | 25,735 | | | | | | 666,560 | | |
| | | 2020 | | | | | | 367,500 | | | | | | — | | | | | | 140,899 | | | | | | — | | | | | | 67,400 | | | | | | 148,000 | | | | | | 24,020 | | | | | | 747,819 | | | ||
| | | 2019 | | | | | | 365,481 | | | | | | 9,949 | | | | | | 133,500 | | | | | | — | | | | | | 55,051 | | | | | | 139,000 | | | | | | 22,258 | | | | | | 725,239 | | |
All Other Compensation | |||||
Name | Year | Defined Contribution Plan ($) | Dividends on Restricted Stock (1) ($) | Life Insurance (2) ($) | Total ($) |
Richard H. Moore | 2018 | 16,500 | 3,094 | 1,183 | 20,777 |
2017 | 11,400 | 7,222 | 1,440 | 20,062 | |
2016 | 10,600 | 6,135 | 1,330 | 18,065 | |
Michael G. Mayer | 2018 | 16,500 | 6,290 | 3,572 | 26,362 |
2017 | 15,150 | 3,827 | 2,748 | 21,725 | |
2016 | 10,600 | 1,977 | 2,488 | 15,065 | |
Eric P. Credle | 2018 | 16,500 | 3,466 | 733 | 20,699 |
2017 | 12,076 | 2,743 | 626 | 15,445 | |
2016 | 10,600 | 2,297 | 583 | 13,480 |
| | | All Other Compensation | | ||||||||||||||||||||||||||||||||||||
Name | | | Year | | | Defined Contribution Plan ($) | | | Club Dues ($) | | | Dividends on Restricted Stock(1) ($) | | | Life Insurance(2) ($) | | | Total ($) | | | ||||||||||||||||||||
Richard H. Moore | | | | | 2021 | | | | | | 17,400 | | | | | | — | | | | | | 28,231 | | | | | | 1,631 | | | | | | 47,262 | | | | ||
| | | | | 2020 | | | | | | 13,376 | | | | | | — | | | | | | 12,725 | | | | | | 1,475 | | | | | | 27,576 | | | | ||
| | | | | 2019 | | | | | | 16,500 | | | | | | — | | | | | | 15,261 | | | | | | 1,319 | | | | | | 33,080 | | | | ||
Michael G. Mayer | | | | | 2021 | | | | | | 17,400 | | | | | | — | | | | | | 25,625 | | | | | | 2,692 | | | | | | 45,717 | | | | ||
| | | | | 2020 | | | | | | 17,100 | | | | | | — | | | | | | 17,249 | | | | | | 2,106 | | | | | | 36,455 | | | | ||
| | | | | 2019 | | | | | | 16,800 | | | | | | — | | | | | | 10,314 | | | | | | 1,893 | | | | | | 29,007 | | | | ||
Elizabeth B. Bostian | | | | | 2021 | | | | | | 17,400 | | | | | | — | | | | | | 11,349 | | | | | | 133 | | | | | | 28,882 | | | | ||
Gregory A. Currie, Jr. | | | | | 2021 | | | | | | 17,400 | | | | | | 3,165 | | | | | | 13,991 | | | | | | — | | | | | | 34,556 | | | | ||
Eric P. Credle | | | | | 2021 | | | | | | 17,400 | | | | | | — | | | | | | 7,478 | | | | | | 857 | | | | | | 25,735 | | | | ||
| | | | | 2020 | | | | | | 17,100 | | | | | | — | | | | | | 6,120 | | | | | | 800 | | | | | | 24,020 | | | | ||
| | | | | 2019 | | | | | | 16,800 | | | | | | — | | | | | | 4,721 | | | | | | 737 | | | | | | 22,258 | | | |
No full-time equivalent adjustments were made for part-time or temporary employees.
Pay Ratio: | ||||
Median Annual Total Compensation of All Employees: | $ | 54,194 | ||
Total Annual Compensation of CEO: | $ | 1,232,617 | ||
Pay Ratio: | 22.7 |
| Median Annual Total Compensation of All Employees: | | | | $ | 56,251 | | |
| Total Annual Compensation of CEO: | | | | $ | 1,487,248 | | |
| Pay Ratio: | | | | | 26.4 | | |
retention, and (iii) grants of stock made to Ms. Bostian and Mr. Currie in December 2021 to promote share ownership and management retention and in recognition of their increased responsibilities.
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of stock or Units (#)(3) | | | Grant Date Fair Value of Stock and Option Awards ($)(4) | | ||||||||||||||||||||||||||||||||||||
Name | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | ||||||||||||||||||||||||||||||
Richard H. Moore | | | | | 60,000 | | | | | | 120,000 | | | | | | 240,000 | | | | | | 1,308 | | | | | | 2,616 | | | | | | 5,231 | | | | | | 12,245 | | | | | | 475,000 | | |
Michael G. Mayer | | | | | 85,938 | | | | | | 171,875 | | | | | | 257,813 | | | | | | 1,873 | | | | | | 3,746 | | | | | | 5,619 | | | | | | 9,667 | | | | | | 375,000 | | |
Elizabeth B. Bostian | | | | | 21,250 | | | | | | 42,500 | | | | | | 63,750 | | | | | | 463 | | | | | | 926 | | | | | | 1,389 | | | | | | 11,689 | | | | | | 529,217 | | |
Gregory A. Currie, Jr. | | | | | 23,438 | | | | | | 46,875 | | | | | | 70,313 | | | | | | 511 | | | | | | 1,022 | | | | | | 1,533 | | | | | | 12,766 | | | | | | 571,000 | | |
Eric P. Credle | | | | | 33,764 | | | | | | 67,528 | | | | | | 101,292 | | | | | | 736 | | | | | | 1,472 | | | | | | 2,208 | | | | | | 1,989 | | | | | | 77,175 | | |
Estimated Possible Payouts Under Non- Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | |||||||
Name | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of stock or Units (#) (3) | Grant Date Fair Value of Stock and Option Awards ($) (4) |
(a) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (l) |
Richard H. Moore | 60,000 | 120,000 | 240,000 | 1,603 | 3,207 | 6,414 | 9,645 | 400,000 |
Michael G. Mayer | 50,000 | 100,000 | 150,000 | 1,336 | 2,672 | 4,009 | 4,822 | 200,000 |
Eric P. Credle | 30,625 | 61,250 | 91,875 | 818 | 1,637 | 2,455 | 1,687 | 70,000 |
26
| | | | | | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares of Stock That Have Not Vested ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market Or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | |||||||||||||||
Richard H. Moore | | | | | 6/25/2019(1) | | | | | | | | | | | | | | | | | | 11,220 | | | | | | 512,978 | | | | | | | | | | | | | | |
| | | | | 2/4/2020(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,005 | | | | | | 45,949 | | |
| | | | | 6/23/2020(3) | | | | | | | | | | | | | | | | | | 8,385 | | | | | | 383,362 | | | | | | | | | | | | | | |
| | | | | 10/26/2020(3) | | | | | | | | | | | | | | | | | | 8,302 | | | | | | 379,567 | | | | | | | | | | | | | | |
| | | | | 2/2/2021(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,718 | | | | | | 124,267 | | |
| | | | | 7/27/2021(5) | | | | | | | | | | | | | | | | | | 12,245 | | | | | | 559,841 | | | | | | | | | | | | | | |
Michael G. Mayer | | | | | 6/25/2019(1) | | | | | | | | | | | | | | | | | | 7,713 | | | | | | 352,638 | | | | | | | | | | | | | | |
| | | | | 2/4/2020(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,081 | | | | | | 49,423 | | |
| | | | | 6/23/2020(3) | | | | | | | | | | | | | | | | | | 6,918 | | | | | | 316,291 | | | | | | | | | | | | | | |
| | | | | 10/26/2020(3) | | | | | | | | | | | | | | | | | | 6,849 | | | | | | 313,136 | | | | | | | | | | | | | | |
| | | | | 2/2/2021(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,038 | | | | | | 138,897 | | |
| | | | | 7/27/2021(5) | | | | | | | | | | | | | | | | | | 9,667 | | | | | | 441,975 | | | | | | | | | | | | | | |
Elizabeth B. Bostian | | | | | 6/25/2019(1) | | | | | | | | | | | | | | | | | | 795 | | | | | | 36,347 | | | | | | | | | | | | | | |
| | | | | 2/4/2020(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 206 | | | | | | 9,418 | | |
| | | | | 6/23/2020(3) | | | | | | | | | | | | | | | | | | 594 | | | | | | 27,158 | | | | | | | | | | | | | | |
| | | | | 10/26/2020(3) | | | | | | | | | | | | | | | | | | 588 | | | | | | 26,883 | | | | | | | | | | | | | | |
| | | | | 2/2/2021(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 474 | | | | | | 21,671 | | |
| | | | | 7/27/2021(5) | | | | | | | | | | | | | | | | | | 753 | | | | | | 34,427 | | | | | | | | | | | | | | |
| | ��� | | | 12/31/2021(6) | | | | | | | | | | | | | | | | | | 10,936 | | | | | | 499,994 | | | | | | | | | | | | | | |
Gregory A. Currie, Jr. | | | | | 6/25/2019(1) | | | | | | | | | | | | | | | | | | 1,388 | | | | | | 63,459 | | | | | | | | | | | | | | |
| | | | | 2/4/2020(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 369 | | | | | | 16,871 | | |
| | | | | 6/23/2020(3) | | | | | | | | | | | | | | | | | | 1,383 | | | | | | 63,231 | | | | | | | | | | | | | | |
| | | | | 10/26/2020(3) | | | | | | | | | | | | | | | | | | 1,369 | | | | | | 62,591 | | | | | | | | | | | | | | |
| | | | | 2/2/2021(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 767 | | | | | | 35,067 | | |
| | | | | 7/27/2021(5) | | | | | | | | | | | | | | | | | | 1,830 | | | | | | 83,668 | | | | | | | | | | | | | | |
| | | | | 12/31/2021(6) | | | | | | | | | | | | | | | | | | 10,936 | | | | | | 499,994 | | | | | | | | | | | | | | |
Eric P. Credle | | | | | 6/25/2019(1) | | | | | | | | | | | | | | | | | | 2,061 | | | | | | 94,229 | | | | | | | | | | | | | | |
| | | | | 2/4/2020(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 551 | | | | | | 25,192 | | |
| | | | | 6/23/2020(3) | | | | | | | | | | | | | | | | | | 1,540 | | | | | | 70,409 | | | | | | | | | | | | | | |
| | | | | 10/26/2020(3) | | | | | | | | | | | | | | | | | | 1,525 | | | | | | 69,723 | | | | | | | | | | | | | | |
| | | | | 2/2/2021(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,291 | | | | | | 59,025 | | |
| | | | | 7/27/2021(5) | | | | | | | | | | | | | | | | | | 1,989 | | | | | | 90,937 | | | | | | | | | | | | | | |
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
(a) | (b) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |
Richard H. Moore | 8/30/2016 (1) | 5,226 | 170,681 | ||||||
2/7/2017 (2) | 1,973 | 64,438 | |||||||
7/25/2017 (3) | 6,305 | 205,921 | |||||||
2/6/2018 (4) | 2,799 | 91,415 | |||||||
7/24/2018 (5) | 9,645 | 315,006 | |||||||
Michael G. Mayer | 8/30/2016 (1) | 4,230 | 138,152 | ||||||
2/7/2017 (2) | 838 | 27,369 | |||||||
7/25/2017 (3) | 5,674 | 185,313 | |||||||
2/6/2018 (4) | 1,878 | 61,335 | |||||||
7/24/2018 (5) | 4,822 | 157,487 | |||||||
Eric P. Credle | 8/30/2016 (1) | 3,235 | 105,655 | ||||||
2/7/2017 (2) | 512 | 16,722 | |||||||
7/25/2017 (3) | 2,112 | 68,978 | |||||||
2/6/2018 (4) | 1,224 | 39,976 | |||||||
7/24/2018 (5) | 1,687 | 55,097 | |||||||
Option Awards | Stock Awards | |||
Name | Number of Shares Acquired on Exercise (#) | Value Realized On Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting ($) |
(a) | (b) | (c) | (d) | (e) |
Richard H. Moore (1) | 6,289 | 205,399 | ||
Michael G. Mayer (2) | — | — | 3,256 | 106,341 |
Eric P. Credle (3) | 6,270 | 151,546 | 1,980 | 64,667 |
| | | Stock Awards | | |||||||||
Name | | | Number of Shares Acquired on Vesting (#) | | | Value Realized On Vesting ($) | | ||||||
Richard H. Moore(1) | | | | | 13,176 | | | | | | 530,744 | | |
Michael G. Mayer(2) | | | | | 8,299 | | | | | | 343,603 | | |
Elizabeth B. Bostian(3) | | | | | 1,269 | | | | | | 53,085 | | |
Gregory A. Currie, Jr.(4) | | | | | 2,096 | | | | | | 87,500 | | |
Eric P. Credle(5) | | | | | 3,421 | | | | | | 143,874 | | |
Name | | | Plan Name | | | Number of Years Credited Service (#) | | | Present Value of Accumulated Benefit ($)(2) | | ||||||
Richard H. Moore(1) | | | — | | | | | — | | | | | | — | | |
Michael G. Mayer(1) | | | — | | | | | — | | | | | | — | | |
Elizabeth B. Bostian(1) | | | — | | | | | — | | | | | | — | | |
Gregory A. Currie, Jr.(1) | | | — | | | | | — | | | | | | — | | |
Eric P. Credle | | | Qualified Plan | | | | | 15 | | | | | | 462,861 | | |
| | | SERP | | | | | 15 | | | | | | 273,438 | | |
Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) (2) |
(a) | (b) | (c) | (d) |
Richard H. Moore (1) | — | — | — |
Michael G. Mayer (1) | — | — | — |
Eric P. Credle | Qualified Plan | 15 | 315,000 |
SERP | 15 | 184,000 | |
29
Mr. Credle is the only NEO who participates in the plan. At normal retirement age of 65, this benefit is equal to the sum of:(i)0.75% of the participant’s final average compensation multiplied by his/her years of service (up to 40), and(ii)0.65% of the participant’s final average compensation in excess of “covered compensation” (the average of the Social Security taxable wage base during the 35-year period that ends with the year the participant reaches Social Security retirement age), multiplied by years of service (up to 35).
Our
30
Nonqualified Deferred Compensation
Additionally, in
Executive Contributions in 2018 | Registrant Contributions in 2018 | Aggregate Earnings in 2018 | Aggregate Withdrawals / Distributions | Aggregate Balance at December 31, 2018 | |
Name | ($) | ($) | ($) | ($) | ($) |
(a) | (b) | (c) | (d) | (e) | (f) |
Richard H. Moore | — | — | — | — | — |
Michael G. Mayer (1) | 69,070 | — | (3,891) | — | 90,150 |
Michael G. Mayer (2) | — | 1,000,000 | 16,476 | — | 1,016,476 |
Eric P. Credle (1) | 44,342 | — | (5,909) | — | 58,233 |
____________
Name (a) | | | Executive Contributions in 2021 ($) (b) | | | Registrant Contributions in 2021 ($) (c) | | | Aggregate Earnings in 2021 ($) (d) | | | Aggregate Withdrawals / Distributions ($) (e) | | | Aggregate Balance at December 31, 2021 ($) (f) | | |||||||||||||||
Richard H. Moore | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael G. Mayer(1) | | | | | 59,571 | | | | | | — | | | | | | 37,842 | | | | | | — | | | | | | 332,350 | | |
Michael G. Mayer(2) | | | | | — | | | | | | — | | | | | | 106 | | | | | | — | | | | | | 1,042,971 | | |
Elizabeth B. Bostian | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Gregory A. Currie, Jr. | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Eric P. Credle(1) | | | | | 24,216 | | | | | | — | | | | | | 25,869 | | | | | | — | | | | | | 246,768 | | |
31
The definition of “cause,” as provided in the agreement for Mr. Moore, Mr. Mayer’s agreement in effect at December 31, 2021 and the agreement for Mr. Credle generally means:
means:
The definition of “good reason” in the agreement of each NEO is:
In order for the executive to be able to terminate for good reason, the executive must first provide notice to the Company of the condition within 30 days of the initial existence of such condition with no remedy to the condition being provided by the Company within 30 days of such notice.
The agreements define “control”defined as the power, either directly or indirectly, to direct our management or policies or to vote 40% or more of any class of our securities. In general, any change in control of our Company triggers the change in control provisions of thethese employment agreements. However, the agreements expressly exclude as a “change in control” any merger, consolidation or reorganization following which the owners of our capital stock who were previously entitled to vote in the election of our directors own 61% or more of the resulting entity’s voting stock.
Name | | | Nature of Payment | | | Involuntary Termination for Cause or Voluntary Termination by Employee ($) | | | Involuntary Termination Without Cause ($)(1) | | | Termination due to Long-Term Disability ($)(2) | | | Change In Control ($)(3) | | |||||||||||||||
Richard H. Moore | | | | | Severance – Cash | | | | | | — | | | | | | 322,162 | | | | | | 118,750 | | | | | | 1,434,410 | | |
Michael G. Mayer | | | | | Severance – Cash | | | | | | — | | | | | | 312,500 | | | | | | 312,500 | | | | | | 1,875,434 | | |
Elizabeth B. Bostian | | | | | Severance – Cash | | | | | | — | | | | | | 357,000 | | | | | | 33,236 | | | | | | 1,032,836 | | |
Gregory A. Currie | | | | | Severance – Cash | | | | | | — | | | | | | 387,981 | | | | | | 29,217 | | | | | | 1,137,486 | | |
Eric P. Credle(4) | | | | | Severance – Cash | | | | | | — | | | | | | 329,066 | | | | | | 329,066 | | | | | | 1,170,002 | | |
32
Name | Nature of Payment | Involuntary Termination for Cause or Voluntary Termination by Employee ($) | Involuntary Termination Without Cause ($) (1) | Termination due to Long- Term Disability ($) (2) | Change In Control ($) (3) |
Richard H. Moore | Severance - Cash | — | 271,415 | 100,000 | 1,208,108 |
Michael G. Mayer | Severance - Cash | — | 250,000 | 250,000 | 1,501,989 |
Eric P. Credle | Severance - Cash | — | 298,472 | 298,472 | 1,063,073 |
33
For Mr. MayerCredle and under Mr. Credle,Mayer’s employment agreement in effect at December 31, 2021, the restricted period is six months irrespective of the circumstances of termination and the restricted territory is the area having a 60-mile radius around the location of the Company’s headquarters during the executive’s employment with the Company, and also includes a 25-mile radius of the location of any branch of First Bank.
Mayer’s agreement as of December 31, 2021, and 10 years for Ms. Bostian, Mr. Currie and under Mr. Mayer’s agreement that became effective February 1, 2022.
Additional Fees
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($) | Total ($) |
(a) | (b) | (c) (1) | (e) | (f) | (g) (2) | (h) |
Donald H. Allred | 32,000 | 32,000 | — | — | — | 64,000 |
Daniel T. Blue, Jr. | 32,000 | 32,000 | — | — | — | 64,000 |
Mary Clara Capel | 32,000 | 32,000 | — | — | — | 64,000 |
James C. Crawford, III | 49,500 | 32,000 | — | — | 400 | 81,900 |
Abby J. Donnelly | 32,000 | 32,000 | — | — | — | 64,000 |
John B. Gould | 32,000 | 32,000 | — | — | — | 64,000 |
Thomas F. Phillips | 32,000 | 32,000 | — | — | — | 64,000 |
O. Temple Sloan, III | 32,000 | 32,000 | — | — | — | 64,000 |
Frederick L. Taylor II | 32,000 | 32,000 | — | — | — | 64,000 |
Virginia C. Thomasson | 42,000 | 32,000 | — | — | — | 74,000 |
Dennis A. Wicker | 32,000 | 32,000 | — | — | — | 64,000 |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||||||||
Daniel T. Blue, Jr. | | | | | 32,000 | | | | | | 32,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 64,000 | | |
Mary Clara Capel | | | | | 32,000 | | | | | | 32,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 64,000 | | |
James C. Crawford, III | | | | | 49,500 | | | | | | 32,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 81,500 | | |
Suzanne S. DeFerie | | | | | 32,000 | | | | | | 32,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 64,000 | | |
Abby J. Donnelly | | | | | 32,000 | | | | | | 32,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 64,000 | | |
John B. Gould | | | | | 32,000 | | | | | | 32,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 64,000 | | |
John W. McCauley | | | | | 8,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,000 | | |
Carlie C. McLamb, Jr. | | | | | 8,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,000 | | |
Dexter V. Perry | | | | | 16,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,000 | | |
Thomas F. Phillips | | | | | 16,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,000 | | |
O. Temple Sloan, III | | | | | 32,000 | | | | | | 32,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 64,000 | | |
Frederick L. Taylor II | | | | | 32,000 | | | | | | 32,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 64,000 | | |
Virginia C. Thomasson | | | | | 42,000 | | | | | | 32,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 74,000 | | |
Dennis A. Wicker | | | | | 32,000 | | | | | | 32,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 64,000 | | |
common stock. The grant date fair value of each share of stock was $45.41.
35
CERTAIN TRANSACTIONS
During 2018, the Company paid $6,027 to the law firm Nelson Mullins Riley & Scarborough (“NMRS”) for various legal services. Mr. Wicker is a partner in NMRS. The Audit Committee and Board were aware of this relationship when they approved NMRS to perform legal work for the Company. The fees paid to NMRS amount to less than one-tenth of 1% of that firm’s total revenue and did not exceed established thresholds that are incompatible with being considered independent, as set under the rules of NASDAQ, applicable provisions of the Exchange Act, and our Corporate Governance Guidelines. Mr. Wicker performed no work for the Company and received no compensation related to the engagement. The Board considered this relationship in determining that Mr. Wicker is an independent member of the Board and Compensation Committee for 2019, as contemplated by NASDAQ, rules of the Exchange Act and our Corporate Governance Guidelines.
DELINQUENT SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
REPORTS
During 2018, the
We do not expect that representatives of Elliott Davis will attend the Annual Meeting, while representatives
desire to do so.
2018 | 2017 | |||||||
Audit Fees (1) | $ | 436,500 | 453,975 | |||||
Audit-Related Fees (2) | 37,500 | 42,802 | ||||||
Tax Fees (3) | 5,045 | 31,460 | ||||||
Total Fees | $ | 479,045 | 528,237 |
| | | 2021 | | | 2020 | | ||||||
Audit Fees(1) | | | | $ | 764,445 | | | | | $ | 460,573 | | |
Audit-Related Fees(2) | | | | | 50,000 | | | | | | 64,000 | | |
Tax Fees | | | | | — | | | | | | — | | |
Total Fees | | | | $ | 814,445 | | | | | $ | 524,573 | | |
38
OF THE BOARD OF DIRECTORS:
| Daniel Blue, Jr. Mary Clara Capel James C. Crawford, III Abby J. Donnelly |
| | | Dexter V. Perry O. Temple Sloan, III Frederick L. Taylor, II Virginia C. Thomasson | |
39
40
SHAREHOLDERS
Secretary
41