UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant tounder §240.14a-12

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Colony Bankcorp, Inc.

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box)

all boxes that apply)


☒ No fee required.

required

☐ Fee paid previously with preliminary materials
☐ Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)

Title of each class of securities to which transaction applies:

2)

Aggregate number of securities to which transaction applies:

3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)

Proposed maximum aggregate value of transaction:

5)

Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ Check box if any part

















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April 12, 2023

Dear Fellow Shareholder:
On behalf of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)Board of Directors and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the datemanagement of its filing.

1)

Amount Previously Paid:

2)

Form, Schedule or Registration No.:

3)

Filing Party:

4)

Date Filed:

April 22, 2016

Dear Shareholder:

     You are invitedColony Bankcorp, Inc. (the "Company"), I cordially invite you to attend ourthe 2023 Annual Meeting of Shareholders toShareholders. The meeting will be held onMay 24, 2016 in Fitzgerald, Georgiaat 11:00 a.m., local time, on May 18, 2023, at the time and place shown in the attachednotice. Company’s Corporate Headquarters, 115 South Grant Street, Fitzgerald, Georgia.

As we do at thethis meeting every year, in addition to considering the mattersdescribedmatters described in the proxy statement,Proxy Statement, we will review our 2015present the management’s report on the Company’s 2022 financial and operating performance and will address your questions and comments.
A Proxy Statement describing the business resultsto be conducted at the Annual Meeting and othermatters of interesta proxy card enabling you to our shareholders.

     We hope that you will attendvote without attending the meeting is enclosed. Our Annual Report to Shareholders for the year ended December 31, 2022 is also provided. In accordance with the rules of the Securities and Exchange Commission, our Proxy Statement, proxy card and 2022 Annual Report to Shareholders are also available on the Internet at https://materials.proxyvote.com/19623P.

An important part of the Annual Meeting is the shareholder vote on corporate business items. I urge each of you to exercise your rights as a shareholder to vote and participate in person, but even ifthis process. In this Annual Meeting, shareholders are being asked to consider and vote upon: (1) the election of ten directors of the Company; (2) the advisory (non-binding) resolution to approve our executive compensation as disclosed in the enclosed Proxy Statement; (3) the ratification of the appointment of Mauldin & Jenkins, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2023; and (4) any other business that may properly come before the Annual Meeting or any other adjournment or postponement thereof.

It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we encourageurge you to please vote your shares ahead of time by usingread the enclosed proxycard.Proxy Statement and vote and submit your proxy online, by telephone, or by mail. This will ensure that your shares are represented at the Annual Meeting and will save us the additional expense of soliciting proxies. If you vote your shares prior to the Annual Meeting, you will have the right to revoke your proxy and vote your shares by one of the methods described in the Proxy Statement.

Your Board of Directors and management are committed to the continued success of Colony Bankcorp, Inc. stock will be represented at themeeting. If you attendand the meetingenhancement of your investment. As CEO, and preferacting CFO want to vote in person, you may do so. Theattached proxy statement explains more about proxy voting. Please read it carefully.

      We look forward toexpress my appreciation for your participation in the annual meeting process.

Sincerely,

/s/ Edward P. Loomis, Jr. 

Edward P. Loomis, Jr.

President and

Chief Executive Officer

confidence and support.

Sincerely,
heathsignature.jpg
T. Heath Fountain
Chief Executive Officer and
Acting Chief Financial Officer


COLONY BANKCORP, INC.

Post Office Box 989

115 South Grant Street

Fitzgerald, Georgia 31750

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 24, 201618, 2023

To the shareholders of Colony Bankcorp, Inc.:

           Notice is hereby given


NOTICE IS HEREBY GIVEN that the annual meeting2023 Annual Meeting of shareholdersShareholders (the "annual meeting"“Annual Meeting”) of Colony Bankcorp, Inc. (the "Company"“Company”) will be held at Colony Bankcorp, Inc.’s Corporate OfficesOffice at 115 South Grant Street, Fitzgerald, Georgia on Tuesday, Thursday, May 24, 201618, 2023 at 2:11:00 p.m.a.m., local time, for the following purposes:

1.

To elect 7 directors for a term of one (1) year;


1.To elect ten directors to serve until the 2024 Annual Meeting of Shareholders and until their successors have been duly elected and qualified;
2.To solicit an advisory (non-binding) vote approving the Company’s executive compensation;

3.To ratify the appointment of Mauldin & Jenkins, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2023; and

4.To transact any other business that may properly come before the Annual Meeting or any other adjournment or postponement thereof. As of the date of this proxy statement, the Board of Directors is not aware of any other such business.

2.

To solicit an advisory (non-binding) vote approving the Company’s executive compensation;

3.

To ratify the appointment of the Company’s independent registered public accounting firm;

4.

To transact any other business that may properly come before the annual meeting or any other adjournment or postponement thereof

The close of business on April 1, 2016 March 24, 2023has been fixed as the record date by the Board of Directors for the determination of shareholders entitled to notice of, and to vote at, the annual meetingAnnual Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on the record date are entitled to notice of, and to vote at, the annual meeting.

Annual Meeting.


Shareholders may receive more than one proxy because of shares registered in different names or addresses. Each such proxy should be marked, dated, signed and returned. Please check to be certain of the manner in which your shares are registered - whether individually, as joint tenants, or in a representative capacity - and sign the related proxy accordingly.


A complete list of shareholders entitled to vote at the annual meetingAnnual Meeting will be available for examination by any shareholder, for any purpose germane to the annual meeting,Annual Meeting, during normal business hours, for a period of at least 10 days prior to the annual meetingAnnual Meeting at the Company'sCompany’s corporate officesoffice located at the address set forth above.

              You are cordially invited to attend


It is important that your shares be represented and voted at the annual meeting.meeting regardless of the numbers of shares you own. Whether or not you plan to attend please mark, date and signthe Annual Meeting, you are urged to promptly vote the enclosed proxy. You can vote your shares online or by telephone, or by completing and returning the proxy card or voting instruction card sent to you. Voting instructions are printed on your proxy card or voting instruction card and mail it promptlyare included in the enclosed postage-paid envelope.accompanying proxy statement. You may revoke your proxy at any time prior to its exercise by written notice to the Company prior to the meeting or by attending the meeting personally and voting. Returning your proxy does not deprive you of your right to attend the annual meetingAnnual Meeting and vote your shares in person.


More detailed information regarding the matters to be acted upon at the special meeting is contained in the proxy statement accompanying this notice.

By Order of the Board of Directors

/s/ Edward P. Loomis, Jr. 

Edward P. Loomis, Jr.

President and Chief Executive Officer


    By Order of the Board of Directors
heathsignature.jpg
    T. Heath Fountain
    Chief Executive Officer and
Acting Chief Financial Officer

Fitzgerald, Georgia

April 22, 2016

12, 2023


COLONY BANKCORP, INC.

Post Office Box 989

115 South Grant Street

Fitzgerald, Georgia 31750

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD

May 24, 201618, 2023

This proxy statement is being furnished to the shareholders of Colony Bankcorp, Inc. in connection with the solicitation of proxies by its Board of Directors (the “Board”) to be voted at the 20162023 Annual Meeting of Shareholders and at any adjournments thereof (the “Annual Meeting”). for the purposes set forth in this proxy statement and the accompanying notice of the meeting. The Annual Meeting will be held on Tuesday,Thursday, May 24, 2016,18, 2023, at Colony Bankcorp, Inc.’s Corporate OfficesOffice at 115 South Grant Street, Fitzgerald, Georgia 31750, at 2:11:00 p.m.a.m. local time.

The approximate date on which this proxy statement and the accompanying proxy card are first being sent or givenmailed to shareholders is April 22, 2016.

12, 2023. You should read the entire proxy statement carefully before voting.


As used in this proxy statement, the terms Colony“Colony Bankcorp, Company, Colony, we, our” “Company,” “Colony,” “we,” “our” and us“us” all refer to Colony Bankcorp, Inc. and its subsidiary.

wholly-owned banking subsidiary, Colony Bank, except where the context requires otherwise.


Notice Regarding The Internet Availability Of Proxy Materials

We have posted materials related to the 2016 annual meeting2023 Annual Meeting on the Internet. The following materials are available on the Internet athttp:https://materials.proxyvote.com/19623P:

■

This proxy statement for the 2016 annual meeting,

■

Colony’s 2015 annual report to shareholders, and

■

Colony’s annual report on Form 10-K filed with the Securities and Exchange Commission.


•This proxy statement for the 2023 Annual Meeting,
•Colony’s 2022 annual report to shareholders, and
•Colony’s Annual Report on Form 10-K for the year ended December 31, 2022, and filed with the Securities and Exchange Commission.


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VOTING

General
General

The securities which can be voted at the Annual Meeting consist of Colony Bankcorp’sthe Company’s common stock, $1.00 par value per share (“Company common stock (“Colony Bankcorp stock”), with each share entitling its owner to one vote on each matter submitted to the shareholders. The record date for determining the holders of Colony BankcorpCompany common stock who are entitled to notice of and to vote at the Annual Meeting is April 1, 2016.March 24, 2023. On the record date, 8,439,25817,593,879 shares of Colony BankcorpCompany common stock were outstanding and eligible to be voted.


Quorum and Vote Required

The presence, in person or by proxy, of a majority of the outstanding shares of Colony BankcorpCompany common stock is necessary to constitute a quorum at the Annual Meeting. In determining whether a quorum exists at the Annual Meeting for purposes of all matters to be voted on, all votes “for” or “against” as well as all broker non-votes and abstentions (including votes to withhold authority to vote) will be counted.


In voting for the proposal to elect seventen directors (Proposal No. 1), you may vote in favor of all nominees or withhold your votes as to all or as to specific nominees. The vote required to approve each director nominee set forth in Proposal No. 1 is governed by Georgia lawthe Company’s Amended and Restated Bylaws and is an affirmative vote of a pluralitymajority of the votes cast byat the holders of shares entitled to vote, providedAnnual Meeting where a quorum is present.present, provided, however, in the event of a contested election for a director seat, such director shall be elected by a plurality of votes received rather than a majority of votes cast. Abstentions, votes withheld, and broker non-votes will not be counted and will have no effect. Shareholders are not entitled to cumulative voting in the election of our directors. Any other matter which may be submitted to shareholders at the meetingAnnual Meeting will be determined by a majority of the votes cast at the meeting,Annual Meeting, excluding abstentions, votes withheld, and broker non-votes, which will not be counted and will have no effect.


In voting on the proposal to approve the advisory (non-binding) vote on executive compensation (Proposal No. 2), you may vote for or against the proposal or abstain. The proposal will be deemed approved if a majority of the votes cast at the meetingAnnual Meeting are voted for Proposal No. 2, excluding abstentions, votes withheld, and broker non-votes, which will not be counted and will have no effect. The vote is advisory, and will not be binding upon the directors.


In voting on the proposal to approve the ratification of the Company’s independent registered public accounting firm (Proposal No. 3), you may vote for or against the proposal or abstain. The proposal will be deemed approved if a majority of the votes cast at the meetingAnnual Meeting are voted for Proposal No. 3, excluding abstentions and votes withheld, and broker non-votes, which will not be counted and will have no effect.


As of March 15, 201624, 2023 our directors and executive officers held 1,107,8061,265,120 shares of Colony BankcorpCompany common stock, or approximately 13.12%7.18% of all outstanding common stock, and we believe that all of those shares will be voted in favor of all proposals.


In the event there are not sufficient votes for a quorum or to approve or ratify any proposal at the time of the Annual Meeting, the Annual Meeting may be adjourned or postponed to permit the further solicitation of proxies.

The Board recommends that you vote your shares "FOR" the election of each of the ten director nominees named in this proxy statement, "FOR" the advisory vote on the compensation of Colony’s named executive officers, and "FOR" the ratification of Mauldin & Jenkins, LLC as our independent registered public accounting firm for 2023.

Proxies

If you hold your shares in your own name, you may vote by proxy or in person at the Annual Meeting. To vote your shares, you may select one of the following options:

•Vote by Telephone - You can vote your shares by telephone by calling 1-800-690-6903. Telephone voting is available 24 hours a day, seven days a week, until 11:59 P.M., Eastern Time, on May 17, 2023. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. Our telephone voting procedures are designed to authenticate the shareholder by using individual control numbers. If you vote by telephone, you do NOT need to return your proxy card.

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•Vote by Internet - You can also choose to vote by visiting www.proxyvote.com. Internet voting is available 24 hours a day, seven days a week, until 11:59 P.M., Eastern Time, on May 17, 2023. You will be given the opportunity to confirm that your instructions have been properly recorded. If you vote on the Internet, you do NOT need to return your proxy card.

•Vote by Mail - If you choose to vote by mail, simply mark your proxy card, date and sign it and return it in the postage-paid envelope provided.

•Vote in Person - You can vote your shares at the Annual Meeting by attending the Annual Meeting and voting in person.

All properly executed proxy cards delivered pursuant to this solicitation and not revoked will be voted at the Annual Meeting in accordance with the directions given. In voting by proxy with regard to the election of directors, you may vote in favor of all nominees, withhold your votes as to all nominees or withhold your votes as to specific nominees. You should specify your choices on the proxy card.If no specific instructions are given with regard to the matters to be voted upon, the shares represented by a signed proxy card will be voted “for”“FOR” the proposals listed on the proxy card.If any other matters properly come before the Annual Meeting, the persons named as proxies will vote upon such matters according to their judgment.

All proxy cards delivered pursuant to this solicitation are revocable at any time before they are votedthe Annual Meeting by giving written notice to our Secretary, TerryEdward L. Hester,Bagwell, at 115 South Grant Street, Fitzgerald, Georgia 31750, by delivering a later dated proxy card, or by voting in person at the Annual Meeting.

Meeting, or by voting again by telephone or on the Internet prior to 11:59 P.M., Eastern Time, on May 17, 2023.

All expenses incurred in connection with the solicitation of proxies will be paid by us.the Company. Solicitation may take place by mail, telephone, telegram, or personal contact by our directors, officers, and regular employees of the Company without additional compensation. The Annual Report of the Company for the year 2015,2022, which includes the Audited Consolidated Financial Statements and accompanying Notes and Managements’Management’s Discussion and Analysis of Financial Condition and Results of Operations, accompanies this proxy statement.


Beneficial Holders: Shares Registered in the Name of Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, commonly referred to as “street name,” you should have received our proxy materials from that organization rather than from us. As a beneficial owner, you have the right to direct your broker, bank or other agent on how to vote the shares in your account. You should follow the instructions provided by your broker, bank or other agent regarding how to vote your shares. To vote in person at the Annual Meeting, you must obtain a “legal proxy” from your broker, bank or other agent and follow the instructions from your broker, bank or other agent.

If your shares are held by your broker, bank or other agent as your nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.”  You are not the “record holder” of such shares. If this is the case, you will need to obtain a proxy card from the organization that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or other agent to vote your shares. Brokers, banks or other agents that have not received voting instructions from their customers cannot vote on their customers’ behalf with respect to proposals that are not “routine” but may vote their customers’ shares with respect to proposals that are “routine.”  Shares that brokers, banks and other agents are not authorized to vote are referred to as “broker non-votes.” The ratification of the Company’s independent registered public accounting firm is a routine proposal, while the election of directors, and the advisory vote on executive compensation are not “routine” proposals. Therefore, if you are a beneficial holder and if you submit a voting instruction form to your bank, broker or other nominee but do not specify how to vote your shares, your shares will be voted in the bank, broker or other nominee’s discretion with respect to the ratification of the Company’s independent registered public accounting firm but such shares will not be voted with respect to the election of directors, and the advisory vote on executive compensation.

If your shares are held by your broker, bank or other agent as your nominee, you must follow the instructions provided by your broker, bank or other agent as your nominee if you wish to change or revoke your vote.

Voting Results

The Company will publish the voting results in a Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission (“SEC”) within four business days following the Annual Meeting.

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Attending the Annual Meeting

If you attend the Annual Meeting and desire to vote your shares at the meeting, you must bring photo identification. If you hold your shares through a bank, broker or other agent, you must also bring proof of your ownership of your shares, such as the voting instruction form or an account statement from your broker, bank or other agent. Without proof of ownership, you may not be allowed to vote at the meeting. The use of cameras, sound recording equipment, communications devices or any similar equipment during the Annual Meeting is prohibited without express written consent of the Company.

Proxy Solicitation

The Board of Directors is asking for your proxy, and we will pay all of the costs of soliciting shareholder proxies. In addition to the solicitation of proxies via mail, our officers, directors and employees may solicit proxies personally or by other means of communication, without being paid additional compensation for such services. The Company will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding the proxy materials to beneficial owners of common stock.

Additional Questions

Shareholders who have questions about the matters to be voted on at the Annual Meeting or how to submit a proxy, or who desire additional copies of the Proxy should contact Edward L. Bagwell at Colony Bankcorp, Inc., 115 South Grant Street, Fitzgerald, Georgia 31750 or by phone at (229) 426-6000 or by email to lbagwell@colonybank.com.



4

BUSINESS OF THE COMPANY

Colony Bankcorp, Inc. (the “Company”)

The Company is a Georgia business corporation which was incorporated on November 8, 1982.that began operating as Colony Bank in 1975. The Company was organized for the purpose of operating as a bank-holding company in 1982 under the Federal Bank-HoldingBank Holding Company Act of 1956, as amended, and the bank-holdingbank holding company laws of Georgia. On July 22, 1983,From 1984 through 2008, the Company after obtainingengaged in a series of mergers and acquisitions that resulted in the requisite regulatory approvals, acquired 100 percentCompany’s ownership of the issuedseven banking subsidiaries and outstanding common stock of Colony Bank (formerly The Bank of Fitzgerald and Colony Bank of Fitzgerald), Fitzgerald, Georgia, through the merger of the Bank with a subsidiary ofone non-bank subsidiary. In 2008, the Company which was created for the purpose of organizing the Bank intoaffected a one-bank holding company. Since that time, Colony Bank has operated as a wholly-owned subsidiary of the Company. The Company effected a merger (the “Merger”) of its subsidiary banks on August 1, 2008 into one surviving subsidiary bank, Colony Bank, while at the same time changing the name of the subsidiary bank, Colony Bank of Fitzgerald, towhich it renamed Colony Bank.

Bank (the “Bank”).


The Company conducts a general full service commercial, consumer and mortgage borrowing business through 36 locations throughout Georgia and is now serving Alabama. The Bank also helps its customers achieve their goal of home ownership through twenty-nine offices located inColony Bank Mortgage. In 2021, through a fully owned subsidiary of the central, south and coastal Georgia cities of Albany, Ashburn, Broxton, Centerville, Chester, Columbus, Cordele, Douglas, Eastman, Fitzgerald, Leesburg, Moultrie, Pitts, Quitman, Rochelle, Savannah, Soperton, Sylvester, Thomaston, Tifton, Valdosta and Warner Robins.

Bank, CBAN Customer Synergy, LLC, the Company began offering insurance to its customers. Because Colony Bankcorp, Inc.the Company is a bank-holdingbank holding company, its principal operations are conducted through its wholly-owned subsidiary bank. Itbank, Colony Bank. The Company has 100%100 percent ownership of its subsidiarythe Bank and maintains systems of financial, operational and administrative controls that permit centralized evaluation of the operations of the subsidiary bankBank in selected functional areas including operations, accounting, marketing, investment management, purchasing, human resources, computer services, auditing, compliance and credit review.


Responsibility for management of the bankBank remains with its respectivethe Bank’s Board of Directors and officers. Services rendered by the Company are intended to assist bank management and to expand the scope of available banking services.

Colony Bankcorp, Inc.’s common stock is quoted on the NASDAQ Global Market under the symbol “CBAN”.

“CBAN.”


Employees

As of December 31, 2015, Colony Bankcorp, Inc.2022 the Company and its subsidiaries employed 321522 employees, 307499 of which wereare full-time employees.



PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board of Directors consists of seventen members, fiveeight of whom are non-employee directors. The Company’s bylawsAmended and Restated Bylaws provide that the Board of Directors shall consist of not less than three nor more than twenty-five25 persons, with the exact number to be fixed and determined from time to time by resolution of the Board of Directors, or by resolution of the shareholders at any annual or special meeting of shareholders.

Our Board of Directors also serves as the Board of Directors of the Bank.


The Board of Directors has voted that the Board consist of seventen members for the Company’s ensuing2023 fiscal year.


The NominationNominating Committee, consisting of independent directors B. Gene Waldron, Jonathan W.R. RossEdward P. Loomis, Jr., Meagan M. Mowry, Matthew D. Reed and Mark Massee,Harold Wyatt, III, recommended to the full Board a slate of directors for consideration in the shareholders proxy for the Annual Meeting. The Board of Directors, based on the NominationNominating Committee recommendations, has nominated the following persons for submission to the shareholders for election for a one-year term expiring at the 20172024 annual meeting:

Scott L. Downing

M. Frederick Dwozan, Jr.

Terry L. Hester

Edward P. Loomis, Jr.   

Mark H. Massee

Jonathan W. R. Ross

B. Gene Waldron


Scott L. Downing                    Meagan M. Mowry
T. Heath Fountain                Matthew D. Reed
Audrey D. Hollingsworth                Jonathan W.R. Ross
Edward P. Loomis, Jr.                Brian D. Schmitt
Mark H. Massee                    Harold W. Wyatt, III
Each of the nominees is currently a director.


The Board of Directors unanimously recommends that you vote “FOR” each of the proposalten nominees named above to elect the seven nominees names above.Board of Directors.
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Each of the nominees has consented to serve if elected. If any nominee should be unavailable to serve for any reason, the Board may designate a substitute nominee (in which event the persons named as proxies will vote the shares represented by all valid proxy cards for the election of such substitute nominee), allow the vacancy to remain open until a suitable candidate is located, or reduce the number of directors.

Information


Set forth below is information as of December 31, 2015March 24, 2023 about each of the director nominees, is set forth below. Theirincluding his or her name, age, experience and qualifications, each of the positions and offices he or she holds with the Company, his or her term of office as a director, and all periods during which he or she has served as a director of the Company. Each director's beneficial ownership of Colony BankcorpCompany common stock is set forth in the table on page twelve.

under the section "Stock Ownership" in this proxy statement.


As currently comprised, the Board of Directors is a diverse group of individuals who are drawn from various market sectors and industry groups with a presence in the Bank's markets. Board members are individuals with knowledge and experience who serve and represent the Company's geographic footprint throughout the counties and communities served. Current board representation by outside directors demonstrates a background in banking, local government, construction and small business ownership, with the expertise of these individuals covering a broad array of skills including corporate management, human resource management, strategic planning, business acquisitions, and small business operations. In addition, generational attributes further broaden the diversity of the full board.

Directors and Nominees

Scott L. Downing.Mr. Downing, age 44,52, is the President of SDI Investments.Investments and President of Lowell Packing Company. He has served as President of SDI Investments since 2005 and as an officer of Lowell Packaging Company since 1997. Mr. Downing presently is involved with managing family investments. He is very active in community affairs and currently serves onas Chairman of the Ben Hill County Hospital Foundations Board.Dorminy Medical Center Foundation. Mr. Downing has also served as Ben Hill County Commissioner and Chairman of the ACCG policy committee for Economic Development.Development and Transportation. He previously served as a Director of the Colony Bank Fitzgerald charter until the mergerMerger in 2008 and has served as an advisorya community board member of the Colony Bank Fitzgerald office since 2008. Mr. Downing graduated from Georgia Southern University with a BBA in Management. Mr. Downing has been a Director of Colony Bankcorpthe Company since January 2012.


The Board of Directors believes that Mr. Downing’s broad business background dealing with regulatory issues and bank board experience will provide invaluable expertise in oversightandoversight and setting policy for the companyCompany and makeswill make him an excellent candidate for Director of the Company.

    

M. Frederick Dwozan, Jr.T. Heath Fountain. Mr. Dwozan,Fountain, age 66, is the President/CEO/Owner of Hospice Care Options, I.V. Care Options, D&B Homecare, and Prescription Shop. These entities provide care to critically ill patients with home IV therapy, nutritional support, pain and disease management, hospice care, and medical equipment in 67 Georgia counties. He previously served as a Director of Colony Bank Dodge until the merger in 2008 and47, has served as Chief Executive Officer of the Company since July 2018 and Acting Chief Financial Officer since January 2023. In these roles, he is responsible for providing strategic

leadership by working with the Board of Directors and the senior management team to establish long-term goals, growth strategies, and processes and procedures for the Company and the Bank. Mr. Fountain’s primary objective is
to ensure the Bank’s affairs are carried out competently, ethically, in accordance with the law, and in the best interest of employees, customers, and shareholders. Mr. Fountain also served as President of the Company from July 2018 until September 2022. Mr. Fountain is an advisory board memberexperienced executive officer and has numerous years of Colonyexperience in the banking industry and brings significant public-company experience and market-area knowledge to the position. From 2015 to 2018, Mr. Fountain served as the President and Chief Executive Officer of Planters First Bank Dodge office since 2008.in Hawkinsville, Georgia. Prior to his tenure at Planters First Bank, he served as Executive Vice President and Chief Financial Officer of Albany-based Heritage Financial Group from 2007 until its acquisition by Renasant Bank in 2015. Mr. DwozanFountain graduated from University of Georgia with a BBA in Accounting. Mr. Fountain has been a Director of Colony Bankcorpthe Company since January 2012.July 2018.

The Board of Directors believes that Mr. Dwozan’s broad businessFountain’s background in executive leadership roles and bank boardhis experience in the banking industry will provide invaluable expertise in oversight and setting policy for the company and makesmake him an excellent candidate for Director of the Company.

Terry L. Hester.Mr. Hester,
Audrey D. Hollingsworth. Ms.. Hollingsworth, age 61, has been Executive60, is Vice President of People Services for Goodwill Industries of the Southern Rivers, a position she has held since 2018. In her current position she is continuing her career in human resources management Before joining Goodwill Industries of the Southern Rivers, Ms. Hollingsworth was President of the Hollingsworth Group, a human resources and information technology consulting company. For 26 years prior to joining Hollingsworth Group, she served in positions of increasing responsibility at Synovus Financial Corporation, eventually ascending to the position of Group Executive and Chief Financial OfficerPeople Officer. Ms. Hollingsworth serves on the Board of Colony Bankcorp since June 1994Directors for the Development Authority Foundation Board, the University of Georgia’s J.W. Fanning Institute for Leadership Development Advisory Board, the Mayor’s Advisory Committee for Public Safety and SecretaryLaw Enforcement, and the Greater Columbus Georgia Chamber of Colony Bankcorp since May 2003. He also served as ActingCommerce, of
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which she is Past Chairman. In addition, she is an alumna, Past President, and Chief Executive Officer from June 1993 to June 1994Chairman of Leadership Georgia and has served as Treasurer since 1982. Mr. Hester has served asis currently a Director of Colony Bank since the Company merger in August 2008. He previously served as a Director of Colony Bank Wilcox and Quitman charters until the merger in 2008 and has served as an advisory board member of Colony Bank Wilcoxthe Society for Human Resources and Quitman offices since 2008. Mr. HesterDelta Sigma Theta Sorority, Inc. Ms. Hollingsworth is a recipient of the Girl Scouts of Historic Georgia’s Women of Achievement Award. She holds a Bachelor of Science in Business Education from the University of Georgia and a Master of Science in Management from Troy State University. Ms. Hollingsworth has been a Director of Colony Bankcorpthe Company since March 1990.December 2022

The Board of Directors believes that Mr. Hester’sMs. Hollingsworth’s experience as an accountantin Human Resource roles and hisher experience in the banking industry makes himwill make her an excellent candidate for Director of the Company.


Edward P. Loomis, Jr.Mr. Loomis, age 62, has69, served as President and Chief Executive Officer of the Company sincefrom May 2012.2012 until he retired from the position in July 2018. During his time with the Company he steered the the Company out of the recession, adding new efficiencies and expanding it into new markets. Mr. Loomis is an experienced executive officer beginning his career in 1975 at Trust Company Bank in Atlanta, Georgia, where he served as Vice President and has over thirty years of experience in the banking industry. From 2005 to 2006,Commercial Leander. Mr. Loomis served as the InterimPresident and Chief Executive Officer of Atlantic Southern Bank from 2009 to 2011 and First Macon Bank & Trust from 1987 to 1998, both based in Macon, Georgia. In addition, he served as interim President and Chief Executive Officer of Rivoli Bank &and Trust located in Macon Georgia. He served from 2008August to 2009 as the Chief Operating Officer of Atlantic Southern Bank located in Macon, Georgia. From 2009 to 2011,December 2005. Mr. Loomis served as Atlantic Southern Bank’s Presidentgraduated from University of Mississippi with a BBA in Banking and Chief Executive Officer. Mr. Loomis has served as a Director of Colony Bank since May 2012.Finance. Mr. Loomis has been a Director of Colony Bankcorpthe Company since May 2012.

The Board of Directors believes that Mr. Loomis’ background in executive leadership roles and his experience in the banking industry makeswill make him an excellent candidate for Director of the Company.


Mark H. Massee.Mr. Massee, age 62,69, is a self-employed building construction consultant. He is the retired President of Massee Builders, Inc. with which he was affiliated for 42 years. Mr. Massee has been affiliated with this commercial building construction firm since its organization in 1978.is Owner/Manager of MHM Properties and is Owner/President of Dorminy-Massee House Inc., a bed and breakfast inn. Currently Mr. Massee presently servesworks as Mayora consultant on construction projects throughout the State. Mr. Massee is the former mayor of the City of Fitzgerald.Fitzgerald, Georgia. He has served as Director of Colony Bank since 1996. Mr. Massee graduated from Georgia Institute of Technology with a BS in Industrial Management. Mr. Massee has been a Director of Colony Bankcorpthe Company since February 2007 and has served as Vice Chairman of the Board from June 2013 until June 2016. Mr. Massee has served as Chairman of the Board since June 2013.2016.

The Board of Directors believes that Mr. Massee’s experience in commercial real estate and management makeswill make him an excellent candidate for Director of the Company.


Meagan M. Mowry. Ms. Mowry, age 46, is the co-founder and co-owner of Simcoe Investments, founded in September, 2008, and its development and construction subsidiaries, Homes of Integrity Construction and Integrity Real Estate. Ms. Mowry has served as Manager and Marketing Director of Integrity Real Estate, LLC since January 2016 and as Vice President of Homes of Integrity from 2004 to 2016. Ms. Mowry entered the real estate industry in 2004 and has been a licensed real estate agent since 2014 through the Savannah Board of Realtors. Ms. Mowry currently serves as a board member for the Sales and Marketing Council of the Savannah Home Builders Association. Ms. Mowry has been a Director of the Company since March 2019.

The Board of Directors believes that Ms. Mowry’s knowledge of real estate lending and finance and her understanding of the real estate industry will make her an excellent candidate for Director of the Company.

Matthew D. Reed. Mr. Reed, age 35, is the owner and Chief Executive Officer of Georgia CEO, a network of local websites focused on the business communities across Georgia and South Carolina. Mr. Reed has been the owner of the company since 2010 and Chief Executive Officer of the company since 2012. Mr. Reed also serves on the Board of Governors for the Georgia Chamber of Commerce and sits on the UGA Small Business Development Center’s State Advisory Board. He has served as a community board member of the Colony Bank Albany office since December 2018. Mr. Reed graduated from Valdosta State University with a BBA in Management. Mr. Reed has been a Director of the Company since March 2019.

The Board of Directors believes that Mr. Reed’s record of business and civic achievement will be invaluable to our mission as a community bank. Also, the expertise and insight he provides to the Greater Georgia business community will add a unique perspective to our Board’s governance and will make him an excellent candidate for Director of the Company.
    

Jonathan W.R. Ross.Mr. Ross, age 52,59, is President of Ross Construction Company, a heavy highway commercial construction company that Mr. Ross has operated as President for the past fourteen20 years. Mr. Ross has served as a Director of Colony Bank since the Company merger in August 2008. He previously served as a Director of the Colony Bank Worth charter until the mergerMerger in 2008 and has served as an advisorya community board member of the Colony Bank Sylvester office since 2008. Mr. Ross has been a Director of Colony Bankcorpthe Company since May 2007.

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The Board of Directors believes that Mr. Ross’ business and management experience makeswill make him an excellent candidate for Director of the Company.

B. Gene Waldron.
Brian D. Schmitt. Mr. Waldron,Schmitt, age 56, is the Owner of Deep South Farm Center, LLC, President of Tri-County Gin, Inc., President of Deep South Peanut, Inc. and President of Waldron Enterprises, Inc. He has been involved in agri-business the past thirty-five years. Mr. Waldron61, has served as a Director of Colony Bank since the company merger in August 2008. He previously served as a Director andExecutive Vice Chairman of the Board of the Colony Bank Southeast charter until the merger in 2008 and has served as an advisory board chairman of Colony Bank Douglas office since 2008. Mr. Waldron has been a Director of Colony Bankcorpthe Company since April 2002 and hasAugust 2021. From July 2016 to August 2021, Mr. Schmitt served as ChairmanPresident and Chief Executive Officer of SouthCrest Financial Group, Inc. and SouthCrest Bank until its merger with the BoardCompany in August 2021. In his past Mr. Schmitt has a history of start-up, growth, consolidation and sale of financial institutions. Prior to his time at SouthCrest, Mr. Schmitt has held many other executive leadership positions with other banks, including The PrivateBank, Premier Bank and Heritage Financial Group. Mr. Schmitt graduated from Troy University with a BA in Finance. He has been in banking since January 2012.1983.


The Board of Directors believes that Mr. Waldron’s agri-businessSchmitt's experience makesin bank executive management will make him an excellent candidate for Director of the Company.

Harold W. Wyatt, III. Mr. Wyatt, age 54, has been involved in the commercial real estate industry since 1994 and is currently the principal owner of Wyatt Capital, LLC and Wyatt Realty Company, LLC. Both companies were founded in 2007 by Mr. Wyatt and are principally in the business of developing, acquiring, improving, and selling investment commercial real estate assets along with providing third party general brokerage services to clients. Mr. Wyatt has previously served on the Board of Directors for Darlington School in Rome, Georgia, Trinity School in Atlanta, Georgia, and Peachtree Golf Club in Atlanta, Georgia. Mr. Wyatt was elected to the SouthCrest board in 2010 and served as Chairman of the Board of Directors of SouthCrest Financial Group, Inc. beginning in 2018 until its merger with Colony in August 2021. Mr. Wyatt graduated from University of Georgia with a BBA in Finance. He has served as a Director of the Company since August 2021.

The Board of Directors believes that Mr. Wyatt's business and management experience will make him an excellent candidate for Director of the Company.

No director named herein has a family relationship, as defined in Item 401 of Regulation S-K, with any of the other directors or executive officers. No director named herein is being proposed for election pursuant to any agreement or understanding between such director and the Company. Each director serves until the Annual Meeting following his election or until such later time as his successor is elected and qualifies or there is a decrease in the number of directors.


Retiring Director
The following director is retiring from the Board of Directors after the Annual Meeting.

M. Frederick Dwozan, Jr. Mr. Dwozan, age 74 is the Owner, Chairman and President of Hospice Care Options, I.V. Care Options, D & B Homecare, and Prescription Shop. Mr. Dwozan has operated these entities ranging from 23 to 42 years. These entities employ over 180 employees and provide care to critically ill patients with home IV therapy, nutritional support, pain and disease management, hospice care, and medical equipment in 104 Georgia counties. He previously served as a Director of Colony Bank Dodge until the Merger in 2008 and has served as a community board member of the Colony Bank Eastman office since 2008. Mr. Dwozan graduated from University of Georgia with a BS in Pharmacy. Mr. Dwozan has been a Director of the Company since January 2012
and has served as Vice Chairman since June 2017. With his broad business and bank board experience, Mr. Dwozan
was an invaluable asset to the Company and the Bank during his tenure.

Executive Officers

T. Heath Fountain, Edward P. Loomis,Lee Bagwell, III, Leonard Bateman, Jr., Terry L. Hester, Henry F. Brown,Roy Dallis Copeland, Jr., M. Eddie Hoyle, Jr.Kimberly C. Dockery, and Lee A. Northcutt were the namedBrian D. Schmitt are executive officers of Colony Bankcorp, Inc. during 2015. Messrs. Loomisthe Company. The following are certain biographical information for our executive officers. For Mr. Fountain and Hester were previously reported onMr. Schmitt, who also serve as nomineesdirectors of the Company, please see “Directors and Nominees” for election as directors.

their biographical information.


Edward L. Bagwell, III.Mr. Brown,Bagwell, age 55, presently serveshas served as Executive Vice President, Chief Risk Officer and General Counsel of the Company since May 2019, and Corporate Secretary of the Company since December 2019, and previously served as Executive Vice President and Chief Credit Officer of the Company from August 2017 until May 2019. In his current role with the Company, Mr. Bagwell is responsible for identifying, assessing, measuring, monitoring, mitigating and managing all types of risk arising from the internal and external business environment at a bank-wide level as well as supervising all legal matters involving the bank, reviews all legal matters involving the bank, and reviews all legal bills submitted to the Company for propriety and reasonableness of charges payment. Mr. Bagwell served as Senior Vice President and Chief Credit Officer from October 2016 to August 2017. Mr. Bagwell joined the Company in June 2003 as a commercial lender and in-house legal counsel
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with Colony Bank Southeast. Beginning in 2008 he served as the Company’s in-house legal counsel and was in charge of the Bank’s special assets. Prior to that time, Mr. Bagwell was in private practice of law in Douglas, Georgia.

Leonard Bateman, Jr. Mr. Bateman, age 50, has served as Executive Vice President and Chief Credit Officer of the Company since December 2011. He hasMay 2020, and previously served as Senior Credit AdministratorOfficer of the Company between May 2019 and May 2020. In his current role with the Company, Mr. Bateman is responsible for galvanizing and managing all aspects of the credit risk management function including design, execution and communication of policy, approval process, administration, and portfolio analysis. Mr. Bateman served as Director, President and CEO of Calumet Bank in LaGrange, Georgia from August 2012 to May 2019, when it was acquired by the Company. While at Calumet during the great recession, Calumet performed in the top quartile in multiple credit metrics. Mr. Bateman served as Chief Lending Officer at Calumet until he was appointed President and CEO, previously he served as Regional Credit Officer sinceof Flag Bank. He has approximately 25 years of banking experience.

Roy Dallis Copeland, Jr. Mr. Copeland, age 54, has served as President of the Company merger in August 2008. Heand the Bank since September 2022, and previously served as Special Advisor of the Company and the Bank from July of 2021 to September 2022. Mr. Copeland also served as Executive Vice President and Chief Community Banking Officer at Synovus Financial Corporation from 2002 – 2008 overseeing loan review administration2015 until 2019, where he was responsible for all banking services including corporate, commercial real estate, retail, private wealth, treasury management, credit card, marketing and special assets. During his tenure at Synovus, he was a member of the Executive Committee and reported directly to the Chairman and CEO from 2009 until his retirement in 2019. Mr. Copeland currently serves on the Board of the Development Authority of Columbus. He previously served on the executive committee for the University System of Georgia Foundation and has been employed withserved as a member of various boards, including the Company since 1996.

Mr. Hoyle,Greater Columbus Chamber of Commerce and the Georgia Bankers Association.


Kimberly C. Dockery. Ms. Dockery, age 58, has had primary responsibility for overseeing Colony Bank’s west region since joining Colony Bank in February 2011. In this role, he40, has served as Executive Vice President and West Regional Banking Executive OfficerChief of Staff since June 2011. PriorSeptember 2022, prior to joining the Company, Mr. Hoyle was employed by Habersham Bank for approximately ten years and most recently served as Senior Vice President/Commercial Lending. He has been in the banking industry since March 1979.


Mr. Northcutt, age 57, hasthat she served as Executive Vice President and East RegionalChief Administrative Officer of the Company from July 2018. In her current role with the Company, Ms. Dockery is responsible for the day to day oversight of Information Technology and Human Resources as well as for the Innovative and Strategic objectives of the company. Prior to her joining the Company, she served as Chief Administrative Officer at Planters First Bank from 2015 to 2018. Prior to joining Planters First Bank, Ms. Dockery served as Management Reporting and Banking Officer since December 2009. He previously served as an executive officer with Farmers and Merchants Bank, Lakeland, Georgiaat Albany-based Heritage Financial Group from 20032007 to December 2009 and as City President of Main Street Bank, Covington, Georgia from 2000 to 2003. He has approximately thirty-seven years banking background.

Messrs. Brown, Hoyle and Northcutt were employees during 2015. Pursuant to Securities and Exchange Commission executive compensation disclosure requirements, Messrs. Loomis, Hester, Brown, Hoyle and Northcutt are included in the Company’s 2015 Summary Compensation Table.

Executive officers do not hold office for a fixed term but may be removed by the Board of Directors with or without cause. There are no arrangements or understandings between any of the executive officer and any other person pursuant to which he or she was selected as an executive officer. No executive officer named herein has a family relationship, as defined in Item 401 of Regulation S-K, with any of the other directors or other executive officers. As of December 31, 2015, the Company did not have any employment or change-in-control agreements with any of the named executive officers. On March 27, 2015, the Company entered into retention agreements with each of the named executive officers, the material terms of which are described in the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2015.


Governance of the Company

Overview

Our Board of Directors believes that the purpose of corporate governance is to ensure that shareholder value is maximized in a manner consistent with legal requirements and the highest standards of integrity. Colony Bankcorp,The Company, through its Board of Directors and management, has long sought to meet the highest standards of corporate governance. The Board has adopted and adheres to corporate governance guidelines which the Board and senior management believe promotes this purpose, are sound and represent best practices. We continually review these governance practices, Georgia law (the law of the state in which we are incorporated), the rules and listing standards of the NASDAQ Stock Market, and the Securities and Exchange Commission (“SEC”)SEC regulations, as well as best practices suggested by recognized governance authorities.


Director Independence

The Board has evaluated the independence of its directors in accordance with the NASDAQ rules and
applicable rules and regulations of the SEC. Our corporate governance guidelines and principles and the NASDAQ
rules require that a majority of the Board be composed of directors who meet the requirements for independence
established by these standards. Currently, our Board of Directors has seveneleven members, all of whom meet the
NASDAQ standard for independence with the exception of Messrs. HesterFountain, and Loomis. OnlySchmitt. The rules of the NASDAQ Stock Market, as well as those of the SEC, also impose several other requirements with respect to the
independence of our directors Following the Annual Meeting, the Board of Directors will consist of ten members,
of which eight members will meet the NASDAQ standard for independence. The Board of Directors has determined
that Messrs. Fountain and Schmitt each do not qualify as an independent directors serve director because they are current or past
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executive officers of the Company and/or the Bank. The Board has further determined that each director who serves
on ourthe Audit Committee, Governance Committee, Compensation Committee and Nomination Committee.

In June 2015 Nominating Committee satisfies

the independence requirements for such committees in accordance with the NASDAQ rules and applicable rules and
regulations of the SEC

Director Qualifications

We believe that our directors should have the highest professional and personal ethics and values,
consistent with our longstanding values and standards. They should have broad experience at the policy-making
level in business, government or civic organizations. They should be committed to enhancing shareholder value and
should have sufficient time to carry out their duties and to provide insight and practical wisdom based on their own
unique experience. Each director must represent the interests of all shareholders. When considering potential
director candidates, our Board of Directors re-appointed B. Gene Waldronalso considers the candidate’s independence, character, judgment,
diversity, age, skills, financial literacy, and experience in the context of the Company’s needs and those of our Board
of Directors. Our Board of Directors’ priority in selecting board members is the identification of individuals who
will further the interests of our shareholders through their record of professional and personal experiences and
expertise relevant to our growth strategy.

Leadership Structure of the Board

The Company is committed to strong Board leadership. Our governance framework provides the Board
with flexibility to select the appropriate leadership structure for the Company. In making leadership structure
determinations, the Board considers many factors, including the specific needs of the business and what is in the
best interests of the Company’ shareholders. In accordance with the Company’s Amended and Restated Bylaws, the
Board of Directors elects our Chief Executive Officer and our Chairman; each of these positions may be held by the
same person or may be held by two persons. Currently, Mark H. Massee serves as Chairman a positionof both the Company
and the Bank and T. Heath Fountain serves as Chief Executive Officer of both the Company and the Bank. In this
capacity as Chairman, Mr. Waldron has held since January 2012. In this capacity Mr. WaldronMassee has frequent contact with Mr. LoomisFountain and other members of management on a
broad range of matters and has additional corporate governance responsibilities for the Board. The Board of Directors has determined that Mr. Waldron meets the rules of NASDAQ standard for independence.

In assessing potential directors for our Board, we look for candidates who possess a wide range of experience, skills, areas of expertise, knowledge and business judgment. A director candidate should also have demonstrated superior performance or accomplishments in his or her professional undertakings.

Our Board of Directors conducts regular meetings, generally on a monthly basis, and also conducts some of its business through the six committees described below. It met twelve times during 2015. The Company does not have a formal policy regarding director attendance at theCompany’s Annual Meeting. However, directors are encouraged to attend, and each director attended at least 75% of the meetings of the full Board and of the committee or committees on which he serves. In addition, all directors were in attendance at the 2015 Annual Meeting.


Leadership Structure of the Board

In accordance with the Company’s Bylaws, the Board of Directors elects our Chief Executive Officer and our Chairman, and each of these positions may be held by the same person or may be held by two persons. Currently, B. Gene Waldron serves as both Chairman of the Company and the Bank and Edward P. Loomis, Jr. serves as both President and Chief Executive Officer of the Company and the Bank. The Board of Directors believes that separating the Chairman and Chief Executive Officer roles fosters clear accountability,

effective decision-making, and alignment onwith corporate strategy and provides an effective leadership model for the
Company. In light of the active involvement by all independent directors, the Board of Directors has not specified a
lead independent director at this time. The Board of Directors believes that theits current structure of the Board of Directors is appropriate to
effectively manage the affairs of the Company and the best interests of the Company’s stockholders.

shareholders.

From time to time, the board leadership structure will be re-evaluated to ensure that it continues to be the
most effective approach in serving the Company’s goals. [In addition, to further strengthen the oversight of the full
board of directors, our independent directors hold executive sessions at which only independent directors are
present. The executive sessions are scheduled in connection with regularly scheduled board meetings, which occurs
at least four times a year.

Board’s Role in Risk Oversight

The Board of Directors is actively involved in oversight of risks that could affect the Company and the Bank. The Board of Directors has ultimate authority and responsibility for overseeing our risk management. The Board of Directors monitors, reviews and reacts to material enterprise risks identified by management. The Board receives specific reports from management on financial, credit, liquidity, interest rate, capital, operational, legal compliance and reputation risks and the degree of exposure to those risks. The Board helps ensure that management is properly focused on risk by, among other things, reviewing and discussing the performance of senior management and business line leaders. This oversight is conducted primarily through committees of the Board, as disclosed in the descriptions of each of the committees below, butbelow. However, the full Board has retained responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company and the Bank.


Cybersecurity and Information Security Risk Oversight

Our Board recognizes the importance of maintaining the trust and confidence of our customers, clients, and employees, and devotes significant time and attention to oversight of cybersecurity and information security risk. In particular, our Board and Risk Management Committee receive regular reporting on cybersecurity and information security risk, as well as presentations throughout the year on cybersecurity and information security topics. Our Risk Management Committee also annually reviews and approves our Information Security Policy. Our Risk Management Committee reviews cybersecurity and information security as well as steps taken by management to understand and mitigate such risks. Our Board received quarterly updates on cybersecurity and information security
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risk in 2022 and discussed cyber security and information security risks with both the Information Security Officer and Chief Risk Officer.

Board Diversity

The Company highly values diversity on its Board of Directors. We aim to ensure that the composition of
the Board reflects diversity of race, gender, age, geography, education, and work experience. We believe that a
diverse board translates to more effective strategic planning, critical decision making, and creative problem solving,
all resulting in a better return for our shareholders. We are actively working to increase the diversity of our Board,
including the number of women and ethnic minorities on the Board. The following matrix depicts the diversity of
the Board as of March 24, 2023.



Board Diversity Matrix
FemaleMale
Total Number of Directors
Part I: Gender Identity
Directors29
Part II: Demographic Background
White19
African-American10

Environmental, Social and Governance Initiatives ("ESG")

Our Board of Directors is committed to overseeing our ESG initiatives. We consider ESG-related matters throughout the organization with a focus on transparency and continuous improvement. Our ESG initiatives are currently focused on supporting the communities we serve in the areas of affordable housing, community development and financial education; promoting diversity, equity and inclusion within the Company; and corporate governance best practices.

•Environmental
◦Increasing customer usage of electronic statements, online/mobile banking and electronic billpay.
◦Reducing energy consumption by converting to LED lights - Company goal is to have all offices converted by December 2024.
◦Utilizing digital processes such as e-signature and digital board packages as well as more remote work and virtual meeting to conserve fossil fuels.
◦The company uses vendors to dispose of our waste byproducts (shred, end of life IT equipment, etc.) that use safe and environmentally friendly processes.
◦Banking renewable industries such as farming and timber.

•Social
◦Developing youth leaders through Colony Leadership Academy - 55 students have graduated from the first two classes in 2021 and 2022. The Class of 2023 is underway with over 40 High School Juniors selected from High Schools within our footprint. This professional leadership curriculum is achieved through an eleven-month program of structured activity where participants are encouraged to recognize their own potential and develop their leadership skills. The goal of this program is to develop a committed group of young leaders who will be challenged to apply their new leadership skills through interactions with community leaders, decision makers, and peers from other schools. There are 4 sessions per class for these students to participate in that take them to different markets across the state where they are introduced to a range of industries. At each session they will tour different organizations and get hands-on experience in areas like Health and Recreation, Economic Development, Arts and Culture, Public Safety, Social Services, Education, Government Affairs, and more. During these visits, the Colony Leadership Academy presents each organization with a $1,000 donation to the non-profit of their choice. Colony Leadership Academy also utilizes professional leadership trainers through the University of Georgia’s J.W Fanning Institute for Leadership Development where they learn crucial skills and lessons about being an exceptional leader. Upon completion of the program, participants receive up to a $1,000 scholarship to the College/University of their choice.
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◦Providing financial literacy education to over 5,000 high school students - Provided the Dave Ramsey Foundations coursework to 21 high schools throughout our footprint. Over 5,000 students now have access to financial literacy in their classrooms.
◦Through contribution to the local rural hospitals in our markets by contributing $500,000 in 2022 to the Georgia HEART hospital program.
◦Financial and volunteer support for charitable and community organizations - over 4,500 of our employees and directors hours are volunteered annually.
◦Support in organizing of Colony Museums, LLC, a 501(c)(3) Charity that will display one of the largest collections of African art and artifacts in private hands.
◦As of December 31, 2022, 69% of our employees were women and 19.5% of our employees were people of color. On an executive level, at December 31, 2022, 17% of our executive leadership team were women and none of our executive leadership team were people of color. We continue to work on improving representation of women and people of color in senior leadership roles.

•Governance
◦All members of the Board of Directors are elected to one year terms.
◦Insider ownership of 7.18% aligns leadership with shareholders.
◦Added two females to the board and one females to executive management since 2018.
◦Proactively looking for opportunities to add diversity to the board, management and staff.

Code of Conduct and Code of Ethics

Our Board of Directors has adopted a Code of Conduct that applies to all of our directors, officers and employees. The code provides fundamental ethical principles to which these individuals are expected to adhere to and operates as a tool to help our directors, officers and employees understand the high ethical standards required for employment by, or association with, our Company. In addition, our Board of Directors has also adopted a Code of Ethics that applies to our directors and senior financial officers to prescribe and enforce the policies and procedures employed by our financial operations. Our Code of Conduct and Code of Ethics are both available on our website at www.colony.bank under “About Us > Investor Relations > Corporate Information > Governance Documents.” We expect that any amendments to the codes, or any waivers of its requirements, will be disclosed on our website, as well as any other means required by NASDAQ Stock Market rules.
Committees of the Board of Directors

The ExecutiveCompany has standing Audit Committee, Governance Committee, Compensation Committee and Nominating Committee of the Board of Directors. Each committee operates under a written charter adopted by the Board of Directors, which are reviewed annually. You may review each of these charters under the Company’s website at www.colony.bank under “About Us > Investor Relations >Corporate Information > Governance Documents.”

Meeting Attendance

Our Board of Directors conducts regular meetings and also conducts some of its business through the committees described below.The Board met 11 times during 2022, and each director attended at least 75 percent of the meetings of the full Board and of the committee or committees on which he or she serves.The Company does not have a formal policy regarding director attendance at the Company’s Annual Meeting, but all directors are encouraged to attend. All incumbent directors who were serving as directors in 2022 were in attendance at the 2022 Annual Meeting.


Audit Committee

The Audit Committee is appointed by the Chairman of the Board of Directors of the Company, subject to election by the full Board.The purpose of the ExecutiveAudit Committee is to conduct necessary businessassist the Board in fulfilling its oversight responsibilities for the Company’s accounting and make decisions on behalffinancial reporting processes and audits of the full Board between regular Board meetings. financial statements of the Company by monitoring the integrity of the Company’s financial statements, the independence and qualifications of its external auditor, the Company’s system of internal controls, the performance of the Company’s internal audit process and external auditor and the Company’s compliance with laws, regulations and the Code of Ethics and the Code of Conduct.Mr. Massee is the Chairman of the Audit Committee.Mr. Loomis, Mr. Waldron, Mr. Downing,Massee, Ms. Mowry, Mr. Ross, and Mr. MasseeWyatt were members of this committeethe Audit Committee during the year. year 2022.None of these
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members have participated in the preparation of the financial statements of the Company.As of December 31, 2022, the members of the Audit Committee met the independence requirements of the rules of NASDAQ.The committeeAudit Committee met once in 2015.

8 times during the year 2022.


Compensation Committee

The Compensation Committee is appointed by the Chairman of the Board of Directors of the Company, subject to approval by the full Board.The purpose of the Compensation Committee is to ensure that the Chief Executive Officer, other executive officers and key management of the Company are compensated effectively in a manner consistent with the compensation strategy of the Company, internal equity considerations, competitive practice, and any requirements of appropriate regulatory bodies; to establish guidelines and oversee the administration of executive compensation plans and arrangements as well as certain employee benefit plans,plans; and to recommend any changes to the Director’sDirectors’ compensation package. The Compensation Committee does not use the services of a compensation consultant. packages.The Chief Executive Officer makes recommendations to the Compensation Committee on executive compensation except for his own compensation.The Compensation Committee does not delegate its authority to other persons or groups.Mr. Waldron,Massee is the Chairman of the Compensation Committee.Mr. Downing, Mr. Dwozan, Ms. Hollingsworth, Mr. Massee, and Mr. Ross were members of this committeethe Compensation Committee during the year.year 2022. As of December 31, 2015,2022, the members of the Compensation Committee met the independence requirements of the Company’s Corporate Governance Guidelines and the rules of NASDAQ. The committeeCompensation Committee met three10 times during the year. The CompensationCommittee operates under the

Governance Compensation, and Nomination Committees Charter which was provided in the 2014 Proxy Statement as Exhibit B. The Charter was not amended in 2015. The Corporate Governance Charter is not available on the Company’s website.

Committee

The Governance Committee is appointed by the Chairman of the Board of Directors of the Company, subject to election by the full Board.The purpose of the Governance Committee is to take a leadership role in shaping the corporate governance of the Company, to develop and recommend to the Board a set of corporate governance guidelines and to address committee structure and operations.Mr. Dwozan, Loomis is the Chairman of the Governance Committee.Mr. RossReed, Mr. Loomis, Ms. Mowry, and Mr. WaldronWyatt were members of this committeethe Governance Committee during the year.year 2022. As of December 31, 20152022, the members of the Governance Committee met the independence requirements of the Company’s Corporate Governance Guidelines and the rules of NASDAQ. The committee met one timeGovernance Committee 4 times during the year. 2022.

Nominating Committee

The Corporate Governance Charter was provided in the 2014 Proxy Statement as Exhibit B. The Charter was not amended in 2015.

The Asset-Liability ManagementNominating Committee is appointed by the Chairman of the Board of Directors of the Company, subject to election by the full Board.The purpose of the Asset-Liability Management Committee is to monitor all aspects of the Company’s Asset/Liability Management functions as set forth in Colony Bankcorp, Inc. Asset/Liability Management Policy. Mr. Hester, Mr. Dwozan, Mr. King and Mr. Waldron were members of this committee during the year. The committee met four times during the year.

The Nomination Committee is appointed by the Chairman of the Board of Directors of the Company, subject to election by the full Board. The purpose of the NominationNominating Committee is to make recommendations to the Board on qualifications and selection criteria for Board members, andto review the qualifications of potential candidates for the Board and to make recommendations to the Board on nominees to be elected at the Annual Meeting of Stockholders. Shareholders.Mr. Ross, Loomis is the Chairman of the Nominating Committee.Mr. WaldronReed, Mr. Loomis, Ms. Mowry, and Mr. MasseeWyatt were members of this committeethe Nominating Committee during the year. year 2022.Each of the members of the Committee was deemed independent as defined in the listing standards of NASDAQ.The Committee operates under the Corporate Governance Charter, which was provided in the 2014 Proxy Statement as Exhibit B. The Charter was not amended in 2015. The Charter is not currently available on the Company’s website. TheNominating Committee does not currently have a formal policy or process for identifying and evaluating nominees.However, in addition to meeting the qualification requirements set forth by the Georgia Department of Banking &and Finance, a possible director-candidate must also meet the following criteria to be considered by the Nominating Committee: independence; highestexceptional personal and professional ethics and integrity; willingwillingness to devote sufficient time to fulfilling duties as a Director; impact on the diversity of the Board’s overall experience in business, government, education, technology and other areas relevant to the Company’s business; impact on the diversity of the Board’s composition in terms of age, skills, ethnicity and other factors relevant to the Company’s business; and number of other public company boards on which the candidate may serve (generally, should not be more than three public company boards in addition to the Company).In considering candidates for the Board of Directors, the Nominating Committee considers the entirety of each candidate's credentials in the context of these standards.The NominationNominating Committee operates under the Nominating and Governance Compensation, and Nomination Committees Charter, which was provided in the 2014 Proxy Statement as Exhibit B.Committee Charter. The Charter was not amended in 2015. is available on the Company’s website at www.colony.bank under “About Us > Investor Relations >Corporate Information > Governance Documents.”The Nominating Committee met two times during 2022.


The Nominating Committee will consider candidates for nomination as a director submitted by shareholders. Although the Committee does not currently have a separate policy with regard tothat addresses the consideration of any director candidates recommended by shareholders. Theshareholders, the Board of Directors has determineddoes not believe that such a separate policy has been unnecessaryis necessary as the Company’s bylaws permit shareholders to nominate candidates. The Committee evaluates individuals recommended by shareholders for nomination as directors according to the criteria discussed above under “Director Qualifications”
13

and in accordance with the pastCompany’s bylaws and will charge the Nominationprocedures described under “Shareholder Proposals” of this proxy statement.



Risk Management Committee to evaluate the appropriateness of developing such a policy

The Risk Management Committee was formed in the coming year. The committee met one time during 2015.


The Audit CommitteeOctober 2018 and is appointed by the Chairman of the Board of Directors of the Company, subject to election by the full Board. The purpose of the AuditRisk Management Committee is to assistlook at risk and rewards in maximizing shareholder value. Risks noted in banking include interest rate risk, credit risk, compliance risk, liquidity risk, pricing risk, reputational risk, strategic risk, cyber risk, transaction risk, legal risk and regulatory risk. Mr. Dwozan is the Board in fulfilling its oversight responsibilities for the Company’s accounting and financial reporting processes and auditsChairman of the financial statements of the Company by monitoring the integrity of the Company’s financial statements, the independence and qualifications of its external auditor, the Company’s system of internal controls, the performance of the Company’s internal audit process and external auditor and the Company’s compliance with laws, regulations and the Directors and Senior Financial Officers Code of Ethical Conduct and the Code of Conduct. Mr. Waldron, Mr. Massee, Mr. Downing, Mr. King and Mr. Ross were members of this committee during the year. As of December 31, 2015, theRisk Management Committee. All directors are members of the AuditRisk Management Committee. The Risk Management Committee met the independence requirements of the Company’s Corporate Governance Guidelines and the Rules of NASDAQ. The committee met eleven4 times during the year.

2022.

Audit Committee Charter

The Board of Directors has adopted a written charter for the Audit Committee, a copy of which was provided in the 2014 Proxy Statement as Exhibit A. The Charter is not available on the Company’s website. The Board of Directors reviews and approves changes to the Audit Committee charter annually. The Charter was not amended in 2015.

Independence of Audit Committee Members

The Company’s Audit Committee is comprised of Mark H. Massee, B. Gene Waldron, Jonathan W.R. Ross Meagan M. Mowry, Harold W. Wyatt, III and Scott L. Downing.Edward P. Loomis. Each of these members meets the requirements for independence as defined by the applicable listing standards of NASDAQ and SEC regulations applicable to listed companies. In addition, the Board of Directors has determined that Mr. Massee meets the NASDAQ and SEC “audit committee financial expert” standards and thus elected him to serve as the Audit Committee’s “audit committee financial expert.” In addition the Board of Directors has determined the financial acumen of each member of the Audit Committee to be very strong and capable of satisfactorily discharging their duties and responsibilities to the Board of Directors and the shareholders.





14

Audit Committee Report

The Audit Committee has the responsibilities and powers set forth in its charter, which include the responsibility to assist the Board of Directors in its oversight of our accounting and financial reporting principles and policies and internal audit controls and procedures, the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the independent auditor and our internal audit function. The Audit Committee is also required to prepare this report to be included in our annual proxy statement pursuant to the proxy rules of the SEC.

Management is responsible for the preparation, presentation and integrity of our financial statements and for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures to provide for compliance with accounting standards and applicable laws and regulations. The internal auditor is responsible for testing such internal controls and procedures. Our independent registered public accounting firm is responsible for planning and carrying out a proper audit of our annual financial statements, reviews of our quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other procedures.

The Audit Committee reports as follows with respect to the audit of the Company’s 20152022 audited consolidated financial statements.

●

The Committee has reviewed and discussed the Company’s 2015 audited consolidated financial statements with the Company’s management;

●

The Committee has discussed with the independent auditors, McNair, McLemore, Middlebrooks, & Co., LLC, the matters required to be discussed by Auditing Standard 16,Communications with Audit Committees, which include, among other items, matters related to the conduct of the audit of the Company’s consolidated financial statements;


•The Audit Committee has reviewed and discussed the Company’s 2022 audited consolidated financial statements with the Company’s management;

•The Audit Committee has discussed with the independent auditors, Mauldin & Jenkins, LLC, the matters required to be discussed by the SEC and the Public Company Accounting Oversight Board, including Auditing Standard 16, Communications with Audit Committees, which include, among other items, matters related to the conduct of the audit of the Company’s consolidated financial statements;

•The Audit Committee has received written disclosures and the letter from the independent auditors required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence and discussed with the independent auditors the independent auditors’ independence from the Company and its management; and

•Based on review and discussions of the Company’s 2022 audited consolidated financial statements with management and discussions with the independent auditors, the Audit Committee recommended to the Board of Directors that the Company’s 2022 audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the SEC.

This report is submitted on behalf of the members of the Audit Committee and shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall it be incorporated by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or the Securities Exchange Act of 1934, as amended (“Exchange Act”), except to the extent that we specifically incorporate this information by reference and shall not otherwise be deemed filed under the Securities Act and Exchange Act.

                                     AUDIT COMMITTEE:

                                                                                             Mark H. Massee (Chairman)
Edward P. Loomis
Jonathan W.R. Ross
Meagan M. Mowry
Harold W. Wyatt, III



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●

The Committee has received written disclosures and the letter from the independent auditors required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Committee concerning independence and discussed with the auditors the auditors’ independence from the Company and its management; and

●

Based on review and discussions of the Company’s 2015 audited consolidated financial statements with management and discussions with the independent auditors, the Audit Committee recommended to the Board of Directors that the Company’s 2015 audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

March 10, 2016 

AUDIT COMMITTEE:

B. Gene Waldron

Scott L. Downing

Mark H. Massee

Jonathan W.R. Ross

STOCK OWNERSHIP


The following table provides information regarding the beneficial ownership of our common stock as of March 24, 2023:
•each shareholder known by us to beneficially own more than 5% of our outstanding common stock;

•each of our directors;

•each of our executive officers; and

•all of our directors and executive officers as a group.
We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities, or has the right to acquire such powers within 60 days. For purposes of calculating each person’s percentage ownership, common stock issuable pursuant to options that are currently exercisable or will become exercisable within 60 days are included as outstanding and beneficially owned for that person or group, but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each person identified in the table has sole voting and investment power over all of the shares shown opposite such person’s name.
The percentage of beneficial ownership is based on 17,593,879 shares of our common stock outstanding as of March 24, 2023. Except as indicated below, the address for each shareholder listed in the table below is: Colony Bankcorp, Inc., 115 South Grant Street, Fitzgerald, Georgia 31750.
Security Ownership of Certain Beneficial Owners

As of March 15, 2016,24, 2023, the Company’s records and other information from outside sources indicated the following were beneficial owners of more than five5 percent of the outstanding shares of the Company’s common stock:

Name and Address

 

Shares Beneficially

Owned 

 

Percent of

Class

     

Robert Sidney Ross (1)

P.O. Box 644

Ocilla, Georgia 31774

 

1,174,139

 

13.91%

     

B. Gene Waldron

P.O. Box 1265

Douglas, Georgia 31534

 

633,884

 

7.51%

(1) Includes 934,558 shares held by Robert Sidney Ross; 99,771 shares held by Rossstock (excluding directors and officers of Georgia, Inc.; and 139,302 shares held by family trusts and 508 shares held by spouse. Mr. Ross disclaims beneficial ownership of those shares held by family trusts and held by spouse.

the Company):

Name and AddressShares Beneficially OwnedPercent of Ownership
Fourthstone, LLC969,338 5.49 %
13476 Clayton Rd
St. Louis, MO, 63131
The Vanguard Group973,295 5.52 %
100 Vanguard Blvd.
Malvern, PA, 19355
Blackrock, Inc.1,042,224 5.90 %
55 East 52nd St
New York, NY 10055
The Banc Funds Company LLC1,105,072 6.20 %
20 N. Wacker Drive, Suite 300
Chicago, IL 60606
                                                                                                                                                                                                 

16


Directors and Executive Officers

The following table sets forth information as of March 15, 201624, 2023 regarding the beneficial ownership of Colony Bankcorpthe Company’s common stock by each Colony BankcorpCompany director (including nominees for director) and by the named executive officers of Colony Bankcorpthe Company and its subsidiaries, and by all directors and executive officers as a group.

Name

 

Shares Beneficially

Owned (1)

 

Percent of

Class 

Scott L. Downing

 

9,308

 

0.11%

Director

 

 

 

 

  

 

 

 

M. Frederick Dwozan, Jr.

 

27,904

 

0.33%

Director

 

 

 

 

  

 

 

 

Terry L. Hester

 

127,179

 

1.51%

Director; Executive Officer

 

 

 

 

  

 

 

 

Edward P. Loomis, Jr.

 

40,000

 

0.47%

Director; Executive Officer

 

 

 

 

  

 

 

 

Mark H. Massee

 

60,464

 

0.72%

Director

 

 

 

 

  

 

 

 

Jonathan W.R. Ross

 

186,648

 

2.21%

Director

 

 

 

 

  

 

 

 

B. Gene Waldron

 

633,884

 

7.51%

Director

 

 

 

 

  

 

 

 

Henry F. Brown, Jr.

 

8,843

 

0.10%

Executive Officer

 

 

 

 

  

 

 

 

M. Eddie Hoyle, Jr.

 

3,576

 

0.04%

Executive Officer

 

 

 

 

  

 

 

 

Lee A. Northcutt

 

10,000

 

0.12%

Executive Officer

 

 

 

 

  

 

 

 

All directors and executive officers as a group (10 persons)

 

1,107,806

 

13.12%

(1)

Includes shares owned by spouses and minor children of officers and directors, as well as shares owned by trusts or businesses in which officers and directors have a significant interest. The information contained herein shall not be construed as an admission that any such person is, for purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities not held of record by that person or entity.

Shares BeneficiallyPercent of
Name
Owned (1)(2)
Class
Scott L. Downing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .221,007 1.26 %
  Director
M. Frederick Dwozan, Jr. . . . . . . . . . . . . . . . . . . . . . . . .39,137 0.22 %
  Director
T. Heath Fountain. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .70,395 (3)0.40 %
  Director; Executive Officer
Audrey D. Hollingsworth— — %
  Director
Edward P. Loomis, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . .48,900 0.28 %
  Director
Mark H. Massee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64,364 0.37 %
  Director
Meagan M. Mowry . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22,965 0.13 %
  Director
Matthew D. Reed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13,543 0.08 %
  Director
Jonathan W.R. Ross . . . . . . . . . . . . . . . . . . . . . . . . . . .485,443 (4)2.76 %
  Director
Brian D. Schmitt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .76,865 0.44 %
  Director, Executive Officer
Harold W. Wyatt, III . . . . . . . . . . . . . . . . . . . . . . . . . . . .132,898 (5)0.75 %
  Director
Edward L Bagwell, III . . . . . . . . . . . . . . . . . . . . . . . . . . .25,773 0.15 %
  Executive Officer
Leonard Bateman, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . .21,583 0.12 %
  Executive Officer
Roy Dallis Copeland, Jr16,830 0.10 %
 Executive Officer
Kimberly C. Dockery . . . . . . . . . . . . . . . . . . . . . . . . . . .25,417 0.14 %
  Executive Officer
All directors and executive officers
  as a group (15 persons) . . . . . . . . . . . . . . . . . . . . . . . .1,265,120 7.18 %
                                                                                                                    

(1)Includes shares owned by spouses and minor children of officers and directors, as well as shares owned by trusts or businesses in which officers and directors have a significant interest. The information contained herein shall not be construed as an admission that any such person is, for purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities not held of record by that person or entity.
17


(2)Beneficial ownership is determined in accordance with rules of the SEC and includes voting or investment power to the securities. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each beneficial owner identified in the table possesses sole voting and investment power over all our shares of common stock shown as beneficially owned by the beneficial owner.
(3)Includes 2,200 shares held in a UTMA accounts for his children.
(4)Includes 21,079 shares held in Ross Life Insurance Trust and 84 shares held by Family Trust.
(5)Represents the holdings of Wyatt Investment Group LP, of which the reporting person is a limited partner. The reporting person disclaims beneficial ownership of registrant common stock held by Wyatt Investment Group LP except to the extent of his pecuniary interest. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities by any reporting person for purposes of Section 16 or for any other purpose.


18

EXECUTIVE COMPENSATION

Summary Compensation Table
2015 SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid or earned by cash of the named executive officers for the fiscal years ended December 31, 2015, 20142022 and 2013.

       

All Other

     

Name and

  

Salary

  

Compensation

  

Total

 

Principal Position

Year

 ($)  ($)(1)  ($) 

Edward P. Loomis, Jr.

2015

 $259,577  $20,508  $280,085 

President and Chief Executive

2014

  263,942   20,376   284,318 

Officer of the Company

2013

  247,308   12,582   259,890 
              

Terry L. Hester

2015

 $198,437  $19,451  $217,888 

Executive Vice President

2014

  201,340   19,310   220,650 

and Chief Financial

2013

  184,335   14,545   198,880 

Officer of the Company

             
              

Henry F. Brown, Jr.

2015

 $133,538  $5,069  $138,607 

Executive Vice President,

2014

  135,219   4,625   139,844 

Chief Credit Officer and

2013

  126,231   564   126,795 

Regional Credit Officer

             
              

M. Eddie Hoyle, Jr.

2015

 $159,985  $9,644  $169,629 

Executive Vice President

2014

  161,826   8,661   170,487 

and West Regional Executive

2013

  151,385   2,888   154,273 

Banking Officer

             
              

Lee A. Northcutt

2015

 $157,885  $9,758  $167,643 

Executive Vice President

2014

  159,802��  9,041   168,843 

and East Regional Executive

2013

  149,385   3,315   152,700 

Banking Officer

             

2021.


Name and Principal PositionYearSalary
Bonus(1)
Stock Award(2)
All Other CompensationTotal
T. Heath Fountain2022$485,000$109,125$45,630$52,818(3)$692,573
Chief Executive Officer2021420,000147,000215,16055,223837,383
Brian D. Schmitt2022335,00050,250136,56049,799(5)571,609
Executive Vice Chairman2021128,610385,736(4)—19,595533,941
Roy Dallis Copeland, Jr2022256,66736,750119,49019,051(6)431,958
President(7)
(1)    Amount shown reflectsDiscretionary cash bonus paid in current year based on Company performance in prior year.
(2)Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of restricted stock awards granted in the applicable year based on the stock price per share on the date of grant.
(3)Includes $5,000 car allowance, $569 attributable as the aggregate incremental cost company-owned car, $389 for Company-paid life insurance premiums, $3,368 for interest paid on deferred bonus, $4,500 for social club dues, $18,000 for director fees, $1,680 for dividends on restricted stock, $4,438 for Company-paid disability insurance and $14,874 for 401(k) match.
(4)Includes bonus payment of $195,736 based on what Mr. Schmitt would have received under the SouthCrest Bank executive incentive plan, as well as $190,000 in bonus under his Integration Bonus Agreement.
(5)Includes $15,250 for Company 401(k) match, $12,000 for car allowance, $1,584 for Company-paid life insurance premiums, $18,000 for director fees, and $2,965 for Company paid disability insurance.
(6)Includes $13,067 for 401(k) match, $552 for Company-paid life insurance premiums, $1,061 for Company-paid disability insurance premiums, $4,000 for car allowance and $371 for interest paid on deferred bonus.
(7)Mr. Copeland was appointed President of the Company and the Bank effective as of September 13, 2022.




19

Summary of Terms of Compensation Program

Base SalaryBase salary is established for each executive to reflect the potential contribution of the executive to the achievement of the Company’s and the Bank’s business objectives and to be competitive with base salaries paid by other institutions. The Company utilizes Industry specific salary surveys as a source to evaluate competitiveness of base salaries. The level of each executive officer’s base salary is designed to reward performance for carrying out the required day-to-day activities and responsibilities of each officer’s position. We increase base salaries based upon competitive market needs, our past and expected financial performance and the individual executive’s performance. Base salary is a large element of the compensation program because it fairly compensates individuals for fulfilling their daily responsibilities and obligations. Our named executive officers did not receive base salary increases for 2023. The Compensation Committee determined the initial 2023 base salary for the named executive officers by reviewing salary surveys from different industry groups, considering the environment of the financial industry and discussing with our legal counsel who is knowledgeable about the banking industry’s compensation for executive officers.

The base salary approved and in effect for 2023 for each named officer:

●     401(k) contributions allocatedexecutive officer is listed on the following chart:


Executive2023 Base Salary
T. Heath Fountain$485,000 
Brian D Schmitt335,000 
Roy Dallis Copeland, Jr350,000 

Annual Cash Bonus Compensation. The Compensation Committee may reward the named executive officers with a discretionary cash bonus based on its review of the Company’s performance during each fiscal year. There is no specific measurement to be met for the award of bonuses, and the Compensation Committee can determine not to award any bonuses at all. The Compensation Committee believes it is often appropriate to award bonuses to the named executive officers if the Company achieves internal growth, profit and solid asset quality, all of which are believed to build shareholder value. Bonuses awarded in 2023 based on 2022 performance, will be paid to each named executive as follows: 60% to be paid in cash in 2023 with the remaining balance of the award to be paid in equal installments over the following three years.

Employment Agreement with Mr. Fountain.The Company is a party to an employment agreement with Mr. Fountain, which has a 3-year term (expiring July 30, 2024) and provides for an initial base salary of $420,000 and participation in any annual discretionary bonus and employee benefit plans available to other similarly-situated Bank employees. In addition, the Company will provide Mr. Fountain reimbursement for the cost of certain monthly club membership dues.

Employment Agreement with Mr. Schmitt.The Company is a party to an employment agreement with Mr. Schmitt, which has a 2-year term (expiring August 1, 2023) and provides for an initial base salary of $326,000, an opportunity to earn an annual bonus, and participation in employee benefit plans available to other similarly-situated Bank employees.

In addition to his Employment Agreement, on July 30, 2021, the Company entered into an Integration Bonus Agreement with Mr. Schmitt, which provides for a series of bonuses to be paid upon the achievements of certain milestones relating to the conversion and integration of SouthCrest Bank into the operations of Colony Bank. Those payments total $455,000, to be paid upon at the following times and in the following amounts: $190,000 following the information systems conversion of SouthCrest Bank, $150,000 on or about May 1, 2022, and $115,000 on or about February 1, 2023; provided in each case that Mr. Schmitt remains employed with Colony Bank at the time each payment becomes due.

Employment Agreement with Mr. Copeland.The Company is a party to an employment agreement with Mr. Copeland, which agreement has a 2-year term (expiring September 9, 2024) and provides for an initial base salary of $350,000, an opportunity to earn an annual bonus, and participation in employee benefit plans available to other similarly-situated Bank employees.







20


Outstanding Equity Awards at 2022 Fiscal Year-End

NameStock Awards; Number of shares or units of stock that have not vested (#)
Market value of shares or units of stock that have not vested (S) (4)
T. Heath Fountain11,000(1)$139,590 
Brian D. Schmitt8,000 (2)101,520 
Roy Dallis Copeland, Jr7,000 (3)88,830 

(1)Reflects (i) restricted stock granted to Mr. Fountain on July 1, 2021, which vest in two approximately equal annual installments on each of July 1, 2023 and 2024, subject to Mr. Fountain’s continued employment with the Company on each vesting date; (ii) restricted stock granted to Mr. Fountain on July 1, 2022, which vest in three approximately equal annual installments on each of July 1, 2023, 2024 and 2025, subject to Mr. Fountain’s continued employment with the Company on each vesting date
(2)Reflects restricted stock granted to Mr. Schmitt on January 1, 2022, which vest in three approximately equal annual installments on each of January 1, 2023, 2024 and 2025, subject to Mr. Schmitt’s continued employment with the Company on each vesting date.
(3)Reflects restricted stock granted to Mr. Copeland on January 1, 2022, which vest in three approximately equal annual installments on each of January 1, 2023, 2024 and 2025, subject to Mr. Copeland’s continued employment with the Company on each vesting date.
(4)The market value is based on the closing market price of our common stock ($12.69) on December 31, 2022.

Summary of Potential Payments on Termination of Employment or Change in Control
Mr. Fountain. The employment agreement with Mr. Fountain specifies the payments and benefits to which he would be entitled upon a termination of employment for specified reasons. Pursuant to Mr. Fountain’s employment agreement, if the Company terminates Mr. Fountain’s employment other than for “cause” or “disability” or Mr. Fountain resigns for “good reason” (as such terms are defined in the employment agreement), then the Company will pay to Mr. Fountain: (i) if such termination occurs prior to a change in control or more than 12 months following a change in control, an amount equal to the base salary that Mr. Fountain would have received through the remainder of the term of the employment agreement or, if longer, for a period of twelve (12) months, payable in approximately equal installments; or (ii) if such termination occurs within 12 months following a change in control, an amount equal to 2.5 times the sum of (x) Mr. Fountain’s then-current base salary plus (y) an amount equal to the annual bonus paid by the Company to eachMr. Fountain with respect to the calendar year immediately preceding the date of termination, payable in a single lump sum within 30 days.

Mr. Schmitt. The employment agreement with Mr. Schmitt specifies the payments and benefits to which he would be entitled upon a termination of employment for specified reasons. Pursuant to Mr. Schmitt’s employment agreement, if the Company terminates Mr. Schmitt’s employment other than for “cause” or “disability” or Mr. Schmitt resigns for “good reason” (as such terms are defined in the employment agreement), then the Company will pay to Mr. Schmitt: (i) if such termination occurs prior to a change in control or more than 12 months following a change in control, an amount equal to one times the current base salary for a period of twelve (12) months, payable in approximately equal installments; or (ii) if such termination occurs within 12 months following a change in control, an amount equal to 1.5 times the sum of (x) Mr. Schmitt’s then-current base salary plus (y) an amount equal to the annual bonus paid by the Company to Mr. Schmitt with respect to the calendar year immediately preceding the date of termination, payable in a single lump sum within 60 days.

Mr. Copeland. The employment agreement with Mr. Copeland specifies the payments and benefits to which he would be entitled upon a termination of employment for specified reasons. Pursuant to Mr. Copeland’s employment agreement, if the Company terminates Mr. Copeland’s employment other than for “cause” or “disability” or Mr. Copeland resigns for “good reason” (as such terms are defined in the employment agreement), then the Company will pay to Mr. Copeland: (i) if such termination occurs prior to a change in control or more than 12 months following a change in control, an amount equal to one times the current base salary for a period of twelve (12) months, payable in approximately equal installments; or (ii) if such termination occurs within 12 months following a change in control, an amount equal to 1.5 times the sum of (x) Mr. Copeland’s then-current base salary plus (y) an amount equal to the annual bonus paid by the Company to Mr. Copeland with respect to the calendar year immediately preceding the date of termination, payable in a single lump sum within 30 days.
21


Each of the named executive officers pursuant to Colony Bankcorp, Inc. 401(k) Plan (see below for more fully described plan); and

●     The value attributable to life insurance benefits, personal use of Company-provided automobiles, country club membership, director fees, and dividend income (see below for a more full description of benefits under the heading “Perquisites and Other Benefits”).


Employment and Change-in-Control Agreements

As of December 31, 2015, the Company did not have anyofficer employment or change-in-control agreements with any of the named executive officers. On March 27, 2015, the Company entered into retention agreements with each of the named executive officers.

The retention agreements with each of Messrs. Loomis and Hester provide for:

●

A retention bonus equal to 2.5 times his base salary, payable in a single lump sum within thirty days following a change in control of the Company that occurs prior to March 27, 2018, provided that the executive is employed by the Company on the date of the change in control; provided, however, that if the executive’s employment is terminated by the Company without cause (as defined in the agreement) within the 90-day period immediately preceding the change in control, then he will remain eligible to receive the change in control bonus in the event of a change in control; and

●

Continuation of group health coverage for the executive and his eligible dependents at the active employee rate for 24 months following the executive’s termination of employment, in the event that the executive’s employment is terminated by the Company without cause within the 90-day immediately preceding the change in control or in the event that the executive’s employment is terminated by the Company without cause or by the executive for good reason (as defined in the agreement) within the 24-month period immediately following the change in control.

In order to receive the retention bonus and the health coverage benefit described above,requires the executive mustto execute and not revoke a separation agreement containing a full general release of claims and covenant not to sue and comply withagainst the restrictive covenants described below.

Company. The retentionemployment agreements with each of Messrs. Northcutt, Hoyle and Brown provide for:

●

A retention bonus equal to 0.75 times the executive’s base salary, payable in a single lump sum within thirty days following a change in control of the Company that occurs prior to March 27, 2018, provided that the executive is employed by the Company on the date of the change in control; provided, however, that if the executive’s employment is terminated by the Company without cause (as defined in the agreement) within the 90-day period immediately preceding the change in control, then he will remain eligible to receive the change in control bonus in the event of a change in control); and

●

A post-closing retention bonus equal to 0.75 times his base salary, payable in a single lump sum within thirty days following the successful core data processing conversion of the Company in connection with the change in control, provided that the executive is employed by the Company on such date; provided, however, that if the executive’s employment is terminated by the Company without cause within the 90-day period immediately preceding the change in control or between the date of the change in control and the conversion of the Company, then he will remain eligible to receive the post-closing retention bonus.


In order to receive the retention bonuses described above, the executive must execute a separation agreement containing a full general release of claims and covenant not to sue and comply with the restrictive covenants described below.

Each of the retention agreements contains confidentialityalso contain certain non-competition and employee and customer nonsolicitationnon-solicitation covenants that apply during the executive’sexecutive's employment with the Company and for a period of 24 months, in the case of Messrs. Loomis and Hester, or 12 months in the case of Messrs. Northcutt, Hoyle and Brown, after hisfollowing termination of employment following a change in control. In addition,(or, if longer, the retention agreements with Messrs. Loomis and Hester contain a noncompetition covenant that applies during the executive’s employment and for a period of 24 months after his termination of employment following a change in control. The post-termination restricted period for the employee and customer nonsolicitation covenants and, in the case of Messrs. Loomis and Hester, the noncompetition covenant, will be reduced by the number of full months thattime during which the executive provides services tois receiving severance payments), and standard confidentiality covenants.


Summary of Potential Payments Upon Termination of Employment or Upon a Change in Control. The table below reflects estimates of the Company following the change in control prior to his termination.

The retention agreements provideamount of compensation that if any payments or benefits would be subjectpayable to the excise tax imposed under Section 4999 of the Internal Revenue Code, then the payments will be limited to the maximum amount that could be paid without triggering the excise tax.

Colony Bankcorp, Inc. 401(k) Plan

The Company has adopted a 401(k) Plan which provides for the Board of Directors to make a discretionary contribution to the 401(k) Plan out of profits in an amount not to exceed 10 percent of the total annual eligible compensation of the employees eligible to participate in the plan. Employees are eligible for a Company contribution after completion of one year of service. The contribution by the Company is allocated among the participants based on participant’s total eligible compensation. The employee’s interest vests over a period of six years.

The Committee recommended for the Board of Director’s approval that the level of funding for fiscal year 2015 be set at 3.00 percent of eligible compensation. The Committee based their recommendation to set the level at 3.00 percent based on the increase in net income available for shareholders increasing to $6.00 million in 2015 compared to $4.8 million in 2014. The Company’s level of funding for fiscal year 2014 was also 3.00 percent.

Each of the named executive officers for fiscal year endedupon a qualifying termination or a change in control on December 31, 2015 received2022. Actual amounts that would be paid out can only be determined at the following 401(K) contribution:

Name

Amount

Edward P. Loomis, Jr.

$7,797

Terry L. Hester

5,986

Henry F. Brown, Jr.

4,037

M. Eddie Hoyle, Jr.

4,908

Lee A. Northcutt

4,853

time of such qualifying termination.

NameTermination Other than for Cause or Disability; Resignation for Good Reason (Absent a Change in Control)Termination Other than for Cause or Disability; Resignation for Good Reason (Within 12 Month Following a Change in Control)
T. Heath Fountain$646,667 (1)$1,265,318 (2)
Brian D. Schmitt335,000 (3)552,750 (4)
Roy Dallis Copeland, Jr350,000 (3)561,750 (4)
    

Perquisites and Other Personal Benefits(1)

The Company provides named executive officers with perquisites and other personal benefitsReflects an amount equal to the base salary that Mr. Fountain would receive for the Company and the Committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for key positions. The Committee periodically reviews the levels of perquisites and other personal benefits provided to named executive officers.

The named executive officers are provided use of company automobiles, membership in country clubs, term life insurance coverage and director fees as part of their perquisites and other benefits. Detailed below is an analysis of 2015 perquisites and other benefits for fiscal year ended December 31, 2015.

      

Term

  

Country

     
  

Company

  

Life

  

Club

  

Director

 

Name

 

Vehicle

  

Insurance

  

Membership

  

Fees

 

Edward P. Loomis, Jr.

 $327(1) $1,584(2) $--  $10,800 

Terry L. Hester

  1,081(1)  1,584(2)  --   10,800 

Henry F. Brown, Jr.

  --   1,032(2)  --   -- 

M. Eddie Hoyle, Jr.

  3,704(1)  1,032(2)  --   -- 

Lee A. Northcutt

  3,873(1)  1,032(2)  --   -- 

(1)

This represents dollar value as calculated in accordance with IRS guidelines on personal use of company automobile provided to named executive officers.

(2)

This represents dollar value as calculated in accordance with IRS guidelines on term life insurance provided to named executive officers.

Perquisites and other personal benefits for fiscal year ended December 31, 2015 are included in the All Other Compensation column of the 2015 Summary Compensation Table above.

The Committee takes into consideration the overall compensation package in making their decisions regarding the various elementsremainder of the package. The Committee viewscurrent term of his employment agreement.

(2)Reflects an amount equal to 2.5 times the most significant elementssum of the compensation package to beMr. Fountain’s current base salary, and the profit sharing contribution. Perquisitesannual bonus earned with respect to the calendar year immediately preceding the date of termination.
(3)Reflects an amount equal to 1 times current base salary.
(4)Reflects an amount equal to 1.5 times the current base salary and other personal benefitsthe annual bonus earned with respect to the calendar year immediately preceding the date of termination.

Equity Compensation Plan Information

The following table provides information as of December 31, 2022 regarding the Company’s equity compensation plans under which shares of the Company’s common stock are common placeauthorized for executivesissuance.



(A)(B)(C)
Number of Securities to be issued upon exercise of outstanding options, warrants, and rightsWeighted Average Exercise Price of outstanding options, warrants, and rightsNumber of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column (A)
Equity compensation plans approved by shareholders(1)
246,866$16.92896,960
Equity compensation plans not approved by shareholders———
Total246,86616.92896,960

(1)Reflects shares available for future awards under the Colony Bankcorp, Inc. 2020 Incentive Plan. All of these shares are available for issuance pursuant to grants of full-value stock awards.


22





PAY RATIO DISCLOSURE
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing disclosure of the ratio of the median of the annual total compensation of all of our employees (excluding the CEO) to the annual total compensation of our Chief Executive Officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported below should not be used as a basis for comparison between companies.
To determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments and estimates that we used were as follows:
•We selected December 31, 2022 as the date upon which we would identify the “median employee.”
•We used taxable income as reported on Form W-2 as our consistently applied compensation measure, with the measurement period being calendar year 2022.
•With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2022 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.
•With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the banking industry“Total” column of the Summary Compensation Table.
Mr. T. Heath Fountain, our Chief Executive Officer, had annualized total compensation of $692,573 in 2022, compared to annual total compensation of $46,842 for the median employee. Accordingly, the annual total compensation of our CEO was 14.79 times that of the median of the annual total compensation of all employees.

PAY VERSUS PERFORMANCE DISCLOSURE


Year
Summary Compensation Table Total for PEO(1)
Compensation Actually Paid for PEO(1)(3)
Average Summary Compensation Table Total for Non-PEO Named Executive Officers(2)
Average Compensation Actually Paid for Non-PEO Named Executive Officers (2)(3)
Value of Initial Fixed $100 Investment Based on: Company TSRNet Income
2022$692,573 $650,538$501,783$567,333$75.10$19,542,000
2021837,383 832,433490,873487,053120.9718,659,000


(1)     The principal executive officer (the “PEO”) for each of 2022 and compare favorably to other peer companies.2021 is Mr. Fountain.
(2)     The Committee determined that the Company’s executive compensation is competitive with the peer companies.


2015 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

Stock Awards

Equity Incentive

Equity Incentive

Plan Awards:

Plan Awards:

Market or

Market

Number of

Payout Value

Number of

Value of

Unearned

of Unearned

Shares or

Shares or

Shares, Units

Shares, Units

Units of

Units of

or Other

or Other

Stock That

Stock That

Rights That

Rights That

Have Not

Have Not

Have Not

Have Not

Vested

Vested

Vested

Vested

Name

(#)

($)

(#)

($)

Edward P. Loomis, Jr.

--$----$--

Terry L. Hester

--------

Henry F. Brown, Jr.

--------

M. Eddie Hoyle, Jr.

--------

Lee A. Northcutt

--------

The Company does not currently maintain an equity compensation plan, and none of thenon-PEO named executive officers holdfor each applicable year include the following individuals: 2021,

Brian D. Schmitt and M. Eddie Hoyle; and 2022, Brian D. Schmitt and Roy Dallas Copeland, Jr.
(3)    The dollar amounts reported represent the “compensation actually paid”, or “CAP”, to the PEO and the
Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar
amounts do not reflect the actual amount of compensation earned by or paid to the PEO or the Non-PEO
NEOs, respectively, during the applicable year. To calculate CAP for the PEO and average CAP for the
Non-PEO NEOs, the following amounts were deducted from and added to Summary Compensation Table
total compensation:






23


PEO and Non- PEO Equity Component of CAP

YearPEOAverage Non-PEO NEOs
2022
Total Compensation reported$692,573 $501,783 
Add/Subtract:
Fair Value of Awards Granted in the Year (a)
(45,630)(128,025)
Fair Value of equity awards Granted in the year at year end (b)
38,070 190,350 
Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year (b)
(32,640)— 
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year (b)
(6,240)— 
Dividends paid on unvested shares4,405 3,225 
Total Average Equity Award Adjustments(42,035)65,550 
Compensation actually paid$650,538 $567,333 
2021
Total Compensation reported$837,383 $490,873 
Add/Subtract:
Fair Value of Awards Granted in the Year (a)
(215,160)(71,720)
Fair Value of equity awards Granted in the year at year end (b)
201,240 67,080 
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year (b)
6,124 — 
Dividends paid on unvested shares2,846 820 
Total Average Equity Award Adjustments(4,950)(3,820)
Compensation actually paid$832,433 $487,053 


(a)     Represents the grant date fair value of equity-based awards granted each year.
(b)     The fair value of the restricted stock awards was determined based on the stock price on the
applicable valuation dates. The assumptions used in calculating the fair value of the RSUs did not
differ in any outstandingmaterial respect from the assumptions used to calculate the grant date fair value of
the awards as reported in the Summary Compensation Table for the applicable year. The fair
value calculation used herein is consistent with the fair value methodology used to account for
share-based payments in our financial statements.

Relationship between Compensation Actually Paid disclosed in the Pay Versus Performance table, and other table elements

Compensation Actually Paid (“CAP”) to Mr. Fountain and cumulative total shareholder return were both lower in 2022 compared to 2021. Mr. Fountain’s base salary increased year over year, however his annual incentive and equity awards granted decreased by a larger amount from 2021 to 2022, primarily due to a decrease in the Company's stock awards.

price over that same period. The average NEO CAP increased year over year and was primarily due to the change in NEOs in 2022 compared to 2021.


The decrease in Colony Bankcorp’s stock price that partially contributed to the decreased PEO CAP also drove the decrease in the Company's Total Shareholder Return (“TSR”) in 2022 compared to 2021. While the TSR decreased over the two-year period, the average NEO CAP saw an increase for the reasons noted above.

Colony Bankcorp’s Net Income increased in 2022 compared to 2021, and had a positive impact on the year over year decrease in the PEO CAP. See discussion above for the direct contributing factors for the PEO CAP decrease. Average NEO CAP increased for the reasons noted above.


24

DIRECTOR COMPENSATION

The Company uses cash incentive compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Company considers the significant amount of time that Directors expend in fulfilling their duties to the companyCompany as well as the skill-level required by the Company of members of the Board.


Cash Compensation Paid to Board Members

For fiscal year ended December 31, 2015,2022, independent members of the Board (except the Chairman and Vice Chairman) received $900a retainer of $48,000 for each monthlyBoard Service for the year. Members that are also employees of the Company receive a retainer of $18,000 for board meeting attended ($800 each month not in attendance) and $200 monthlyservice for each committee that the director serves.year. The Chairman received $1,400a retainer of $63,000 for the year for Board service and the Vice ChairmanVice-Chairman received $950 for each monthly board meeting attended in addition to the monthly$54,000. Committee Chairs receive an additional $2,000 annually per committee fees. The Chairman and Vice Chairman receive $1,300 and $850, respectively, each month not in attendance.chaired. Directors who are employees of the Company do not receive any committee fees. Our non-employee Directors were awarded 900 shares of Company stock that will vest in three equal installments on each anniversary of the grant date.


25

Subsidiary Director Compensation

Directors

Colony Bank, a wholly-owned subsidiary of the Company, also receive compensation for attending local advisory board meetings as follows:

Directors who are not employees of Colony Bank receive $400 for each local advisory board meeting attended.


Colony Bank, wholly-owned subsidiary, has deferred compensation plans covering certain former directors and certain officers choosing to participate through individual deferred compensation contracts. In accordance with terms of the contracts, the Bank is committed to pay the directors deferred compensation over a specified number of years, beginning at age 65. In the event of a director’s death before age 65, payments are made to the director’s named beneficiary over a specified number of years, beginning on the first day of the month following the death of the director.

2015

2022 DIRECTOR COMPENSATION TABLE

  

Fees Earned

     
  

or Paid

     
  

in Cash

  

Total

 

Name

 ($)  ($) 

Scott L. Downing

  23,100   23,100 

M. Frederick Dwozan

  20,800   20,800 

Davis W. King, Sr.

  9,500   9,500 

Mark H. Massee

  30,400   30,400 

Jonathan W.R. Ross

  28,000   28,000 

B. Gene Waldron

  40,300   40,300 

Fees Earned or Paid in Cash ($)
 Stock Awards(1)
All Other CompensationTotal
Scott L. Downing$52,000 $13,689 $— $65,689 
M. Frederick Dwozan, Jr.56,000 13,689 — 69,689 
T. Heath Fountain18,000 — — 18,000 
Terry L. Hester (2)
48,000 13,689 — 61,689 
Audrey D. Hollingsworth (3)
4,000 — — 4,000 
Edward P. Loomis, Jr.50,000 13,689 — 63,689 
Mark H. Massee67,000 13,689 — 80,689 
Meagan M. Mowry48,000 13,689 — 61,689 
Matthew D. Reed48,000 13,689 — 61,689 
Jonathan W.R. Ross48,000 13,689 — 61,689 
Brian D. Schmitt18,000 — — 18,000 
Harold W. Wyatt, III48,000 51,210 — 99,210 

(1)    Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of restricted stock awards granted in 2022. The grant date fair value was based on the value of stock on the grant date ($17.07 per share with respect to Mr. Wyatt’s grant of 3,000 shares on January 1, 2022 and $15.21 per share with respect to each other non-employee Director’s grant of 900 shares on July 1, 2022).
(2)    Mr. Hester passed away on January 22, 2023.
(3)    Appointed to the Board effective December 1, 2022.



Prohibitions on Hedging
The Company prohibits all directors, officers and employees from engaging in speculative trading and hedging shares of Company securities. This includes prohibitions against short-selling Company securities and transactions in any derivative of Company securities, including buying and writing options. Directors, officers and employees are restricted from buying Company securities on margin. Additionally, the Company’s Insider Trading Policy prohibits trading for directors, officers and certain employees during designated blackout periods and requires approval by the Company’s General Counsel prior to any trade.

26

Related Party Transactions with the Company

Transactions by us with related parties are subject to a formal written policy, as well as regulatory requirements and restrictions. These requirements and restrictions include Sections 23A and 23B of the Federal Reserve Act and the Federal Reserve’s Regulation W, which governs certain transactions by us with our affiliates, and the Federal Reserve’s Regulation O, which governs certain loans by us to executive officers, directors and principal shareholders. We have adopted policies to comply with these regulatory requirements and restrictions.
In addition, our Board of Directors has adopted a written policy governing the approval of related party transactions that complies with all applicable requirements of the SEC and the NASDAQ Stock Market concerning related party transactions. Related party transactions are transactions in which we are a participant, the amount involved exceeds $120,000 and a related party has or will have a direct or indirect material interest. Our related parties include our directors (including nominees for election as directors), executive officers, shareholders beneficially owning 5% or more of our common stock and the immediate family members of these persons. Our Chief Executive Officer, in consultation with counsel, as appropriate, will review potential related party transactions to determine if they are subject to the policy. If so, the transaction will be referred to our Audit Committee for approval. In determining whether to approve a related party transaction, our Audit Committee will consider, among other factors, the fairness of the proposed transaction, the direct or indirect nature of the related party’s interest in the transaction, the appearance of an improper conflict of interests for any director or executive officer taking into account the size of the transaction and the financial position of the related party, whether the transaction would impair an outside director’s independence, the acceptability of the transaction to our regulators and the potential violations of other corporate policies.
Loans.The Company’s directors and officers from time to time have borrowed funds from the Company’s subsidiary for various business and personal reasons. Such loans are made in strict compliance with state and Federalfederal statutes and regulations of the Federal Deposit Insurance Corporation and the Georgia Department of Banking and Finance. Such loans were made in the ordinary course of business; were made on substantially the same terms, including interest rates and collateral, as were prevailing at the time for comparable transactions with persons not related to the lender; and did not involve more than normal risk of collectibilitycollectability or present other unfavorable features.


As of December 31, 2015,2022, certain officers, executive officers, directors, and companies in which they are an executive officer or partner or in which they have a 10% or more beneficial interest, were indebted to the bankBank in the aggregate amount of $1,816,609. Such loans were (1) made$4,459,988.50 outstanding or available.

The Company adopted a related person transaction policy and procedure on October 17, 2017 and to the best of our knowledge all related parties are in the ordinary course of business; (2) were made on substantially the same terms, including interest rates and collateral, as were prevailing at the time for comparable transactions with other persons; and (3) did not involve more than normal risk of collectibility or present other unfavorable features.

compliance.



27

Legal Proceedings

There are no “material” pending legal proceedings, other than ordinary routine litigation incidental to the business of the Company, to which the Company or its subsidiary is a party or of which any of their property is subject. Material proceedings are defined as claims for damages where the amount involved, exclusive of interest and cost, exceeds ten10 percent of the current assets of the Company and its subsidiary on a consolidated basis.

    

During the previous ten (10)10 years, no director, person nominated to become a director, or executive officer of the Company was the subject of a legal proceeding that is material to an evaluation of the ability or integrity of any such person.


Shareholder Communication with the Board of Directors

Our Board of Directors does not have an established written policy or process for security holders to send communications to the Board of Directors. However, it has been the practice of the Company to direct any such communications to the Chairman of the Board, who would, in his or her discretion, discuss the communications with the Board at a regular Board meeting. The Board has determined this policypractice and process to be satisfactory in allowing security holders to communicate directly with the Board of Directors.

Markets for the Registrant’s Common Stock
Compensation Committee Interlocks and Related Stockholder MattersInsider Participation

Effective April 2, 1998, Colony Bankcorp, Inc. common stock is quoted on the NASDAQ Global Market under the symbol “CBAN.” Prior to this date, there was no public market for the common stock

During 2022, Mr. Dwozan, Ms. Hollingsworth, Mr. Massee, Mr. Reed and Mr. Ross served as members of the registrant.

The following table sets forth the high, low and close sale prices per shareCompensation Committee. During 2022, no member of the common stockCompensation Committee served as reportedan officer or employee of the Company or its subsidiaries, was formerly an officer of the Company or its subsidiaries, or entered into any transactions with the Company or its subsidiaries that would require disclosure under applicable SEC regulations. During 2022, none of our executive officers served as a member of the compensation committee or on the NASDAQ Global Market, and the dividends declared per share for the periods indicated.

Year Ended December 31, 2015

 

High

  

Low

  

Close

 
             

Fourth Quarter

 $9.99  $8.75  $9.53 

Third Quarter

  9.20   8.61   8.90 

Second Quarter

  9.35   8.06   8.56 

First Quarter

  8.38   7.31   8.10 

Year Ended December 31, 2014

 

High

  

Low

  

Close

 
             

Fourth Quarter

 $8.00  $6.30  $7.88 

Third Quarter

  7.13   6.00   6.70 

Second Quarter

  6.31   5.45   6.31 

First Quarter

  6.50   5.90   6.13 

No cash dividends were paid on its common stock in 2015. The Company’s board of directors suspended the payment of dividends in the third quarteranother entity, any of 2009. The par value of common stock is $1 per share.

As of February 15, 2016, the Company had approximately 1,880 shareholders of record.


Compliance with Section 16(a) of the 1934 Act

Section 16(a) of the Securities Exchange Act of 1934 and regulations of the SEC require ourwhose executive officers and directors and persons who beneficially own more than ten percent of any class of our equity securities, as well as certain affiliates of such persons to file initial reports of ownership of any equity securities of Colony Bankcorp and subsequent reports of changes in ownership of such securities with the SEC. Such persons also are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solelyserved on our reviewCompensation Committee or on our Board of the copies of such reports that we have received and written representation from such reporting persons that no other reports were required, we believe that, during the fiscal year ended December 31, 2015, all Section 16(a) filing requirements applicable to our directors and executive officers were complied with in a timely manner.

Directors.









28

PROPOSAL NO. 2 – NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION

Section 14A(a)(1) of the Securities Exchange Act of 1934, as amended, requires the Company to permit a non-binding advisory vote (at least once every three years) on the compensation of its Named Executive Officers, as described and presented in the “Executive Compensation” section of this 20162023 Proxy Statement, and the accompanying tables and narrative disclosure.


This proposal, commonly known as a “say-on-pay” proposal, gives the Company’s shareholders the opportunity to endorse or not endorse our executive compensation program and policies through the following resolution:


“Resolved, that the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K located in the ‘Executive Compensation’ section of the 20162023 Proxy Statement, and the accompanying executive compensation tables and narrative discussions is hereby APPROVED.”


Because your vote is advisory, it will not be binding upon the Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation.

compensation decisions. It is our current policy to provide you this advisory voting opportunity annually. Accordingly, you will have the opportunity to vote on whether to approve, on an advisory basis, the compensation of our Named Executive Officers again at our 2024 annual meeting of shareholders.


The Board of Directors unanimously recommends a vote “FOR” this proposal.


29

PROPOSAL NO. 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

The firm of McNair, McLemore, Middlebrooks & Co., LLC, Macon, Georgia, has served as our independent registered public accounting firm each year since 1995, and we consider them to be well qualified.

Our Audit Committee has selected McNair, McLemore, MiddlebrooksMauldin & Co.,Jenkins, LLC, to serve as our independent accountants for the fiscal year ending December 31, 2015,2023, subject to ratification by the shareholders. Representatives of McNair, McLemore, MiddlebrooksMauldin & Co.,Jenkins, LLC will be presentavailable at the Annual Meeting on May 18, 2023 and will have the opportunity to make a statement if they desire to do so. They will be available to answer your questions at that time.


Shareholder ratification of the selection of Mauldin & Jenkins, LLC as our independent registered public accounting firm for the 2023 fiscal year is not required by our bylaws, state law or otherwise. The Board of Directors is submitting the selection of McNair, McLemore, MiddlebrooksMauldin & Co.,Jenkins, LLC as the Company’s independent registered public accounting firm to the shareholders for ratification as a matter of good corporate practice. If the ratification of the appointment of McNair, McLemore, MiddlebrooksMauldin & Co.,Jenkins, LLC is not approved by a majority of the votes cast atthe Annual Meeting, other independent registered public accounting firms may be considered by the Audit Committee of the Board of Directors. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change is in the best interests of the Company and its shareholders.

The Board of Directors unanimously recommends a vote “FOR” this proposal.

30

During the fiscal years 2015 and 2014,year 2022, the Company retained its principal auditor, McNair, McLemore, Middlebrooks & Co.,Mauldin and Jenkins, LLC to provide servicesserve as the Company's principal independent auditor. Services were provided in the following categories and amounts:

  

2015

  

2014

 
         

Audit Fees

 $234,732  $224,704 

Audit of Financial Statements

        

Reporting to Audit Committee

        

Review of Quarterly Financials

        

Attestation on Internal Controls for FDICIA

        

Review of SEC Filings

        
         

Audit-related Fees

 $---  $--- 
         

Tax Fees

 $21,485  $19,875 

Preparation of federal and state consolidated returns

        

Amended returns, property tax return, local returns

        

Tax planning and advice

        

IRS Examination and Appeal

        

Claim for Refund

        
         

All other Fees

 $---  $--- 

Miscellaneous professional services

        
         

Total

 $256,217  $244,579 

20222021
Audit Fees (1)
$353,865 $265,950 
Audit-related Fees (2)
42,500 84,675 
Tax Fees— — 
All other Fees— — 
Total$396,365 $350,625 

(1)Includes audit of financial statements and internal controls over financial reporting, reporting to audit committee, review of quarterly financials, attestation of Internal Controls for FDICIA, and review of SEC filings.
(2)Includes assurance and related services, fees related to the HUD audit, fees related to the performance of audits and attest services not required by statute or regulations, due diligence and consents related to mergers, acquisitions, and investments, accounting consultations about the application of generally accepted accounting principles to proposed transactions and fees related to shelf registration and stock offering work through the end of the year.

The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In accordance with its charter, the Audit Committee approves, in advance, the independent registered public accounting firm, and on a case-by-case basis, all audit and permissible non-audit services to be performed by the independent registered public accounting firm. The Audit Committee delegates authority over the review of such preapprovals to an internal audit firm, which prepares an internal program that is subject to the Audit Committee’s approval. Such approval process ensures that the external auditor does not provide any non-audit services to the Company that are prohibited by law or regulation. The Audit Committee has considered the provision of non-audit services by our principal accountants and has determined that the provision of such services were consistent with maintaining the independence of the Company’s principal accountants.

All services set forth above under the captions “Audit Fees”, “Audit-Related Fees”, “Tax Fees”, and “All Other Fees” were approved by the Audit Committee pursuant to SEC Regulation S-X Rule 2-.01(c)(7)(i).

Financial Information Systems Design and Implementation Fees.

The Company did not retain its principal accountant to perform Financial Information Systems Design or Implementation services in fiscal year 2015.2022.

Changes in and Disagreement with Accountants on Accounting and Financial Disclosure.There was no accounting or disclosure disagreement or reportable event

As previously disclosed in the Company’s Current Report on Form 8-K filed with the current auditors thatSEC on April 13, 2021, on April 7, 2021, the Audit Committee of the Company dismissed McNair, McLemore, Middlebrooks, & Co., LLC as the Company’s independent registered public accounting firm, effective as of April 7, 2021. McNair, McLemore, Middlebrooks, & Co., LLC served as the Company’s independent registered public accounting firm since 1995.

The audit reports of McLemore, Middlebrooks, & Co., LLC on the Company’s consolidated financial statements for the fiscal years ended December 31, 2020 and 2019 did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company's fiscal years ended December 31, 2020 and 2019, and including the subsequent interim period from January 1, 2021 through April 7, 2021, there were (i) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and McLemore, Middlebrooks, & Co., LLC on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of McLemore, Middlebrooks, & Co., LLC, would have requiredcaused McLemore, Middlebrooks, & Co., LLC to make reference to the filingsubject matter of the disagreement in connection with McLemore, Middlebrooks, & Co., LLC’s reports on the Company’s consolidated financial statements for 2020 and 2019, and (ii) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

The Audit Committee conducted a competitive process to review the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The Audit Committee invited multiple firms to participate in this process. As a result of this process and following careful deliberation, on
31

April 7, 2021, the Audit Committee of the Company’s Board of Directors approved the engagement of Mauldin & Jenkins, LLC as the Company’s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2021, subject to completion of Mauldin & Jenkins, LLC’s standard client acceptance procedures.

During the Company’s fiscal years ended December 31, 2020 and 2019, and the subsequent interim period from January 1, 2021 through April 7, 2021, neither the Company nor anyone acting on its behalf consulted with Mauldin & Jenkins, LLC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Mauldin & Jenkins, LLC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a report on Form 8-K.“disagreement” or a “reportable event” (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K and the related instructions, respectively).





32


SHAREHOLDER PROPOSALS FOR NEXT YEAR’S MEETING

Any shareholder proposal intended

Shareholders who, in accordance with SEC Rule 14a-8, wish to be presented at the Company’s annual meeting of shareholders to be heldpresent proposals for inclusion in 2017, including any proposal intended to be included in the Company’sour proxy statement and form of proxy for thatour 2024 annual meeting must submit their proposals so that they are received by us at our principal executive offices, addressed to our Corporate Secretary, no later than December 5, 2023. Shareholder proposals not submitted for inclusion in next year’s proxy statement and form of proxy, but instead sought to be presented directly at our 2024 annual meeting of shareholders, may be brought before the annual meeting as long as the notice of the proposal is in writing and must be received by the Company, directed to the attention of the Corporate Secretary, not laterno earlier than 5:00 p.m., Eastern Time, on December 23, 2016,January 18, 2024, which is 120 calendar days before the anniversary of this year's annual meeting, nor later than 5:00 p.m., Eastern Time, on February 17, 2024, which is 90 calendar days before the mailing dateanniversary of this year’s proxy materials.year's annual meeting. Any such proposal must comply in all respects with the Company’s bylawsAmended and Restated Bylaws and with the rules and regulations of the SEC. Upon timely receipt of any such proposal, the Company will determine whether to include it, if requested, in its proxy statement and proxy in accordance with applicable rules and regulations governing the solicitation of proxies.

For


To have a shareholder proposal that is not intended to benominee included in the Company’s proxy statement and form of proxy for the annual meeting to be held in 2017,2024, notice of such proposalnomination must be in writing and must be receivedsubmitted by the Company, directednominating shareholder on a Schedule 14N to the attention of Terry Hester, notCompany no earlier than 5:00 p.m., Eastern Time, on January 18, 2024 nor later than 5:00 p.m., Eastern Time on March 8, 2017 at 115 South Grant Street, Fitzgerald, Georgia 31750. If shareholders wish to nominate a person for election as a director,February 17, 2024, with such notice mustto also be given in writing to Terry Hester at 115 South Grant Street, Fitzgerald, Georgia 31750 byfiled with the SEC no later than 5:00 p.m., Eastern Time, on December 23, 2016.

February 17, 2024.


OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING

Our Board of Directors knows of no matters other than those referred to in the accompanying Notice of Annual Meeting of Shareholders which may properly come before the Annual Meeting. However, if any other matter should be properly presented for consideration and voting at the Annual Meeting or any adjournments thereof, it is the intention of the persons named as proxies on the enclosed form of proxy card to vote the shares represented by all valid proxy cards in accordance with their judgment of what is in Colony Bankcorp’sthe Company’s best interest.


ANNUAL REPORTS

Upon receipt of a written request, we will furnish, without charge, any owner of common stock of the Company a copy of its annual report as filed with the Securities and Exchange CommissionSEC on form 10-K (the “10-K”) for the fiscal year ended December 31, 2015,2022, including financial statements and the schedules thereto. Copies of exhibits to the 10-K are also available upon specific request and payment of a reasonable charge for reproduction. Such requests should be directed to the Secretary of the Company at the address indicated on the front of this proxy statement.



33

HOUSEHOLDING

HOUSEHOLDING

The Securities and Exchange Commission’sSEC’s proxy rules permit companies and intermediaries, such as brokers and banks, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement to those shareholders. This method of delivery, often referred to as householding, should reduce the amount of duplicate information that shareholders receive and lower printing and mailing costs for companies. The Company and certain intermediaries are householding proxy materials for shareholders of record in connection with the Annual Meeting. This means that:

●

Only one Notice of Internet Availability of Proxy Materials or Proxy Statement and 2015 Annual Report will be delivered to multiple shareholders sharing an address unless you notify your broker or the Company to the contrary.

●

You can contact the Company by calling (229) 426-6000 or writing Terry Hester at 115 South Grant Street, Fitzgerald, Georgia 31750 to request a separate copy of the Notice of Internet Availability of Proxy Materials or 2015 Annual Report and Proxy Statement for the Annual Meeting and for future meetings or, if you are currently receiving multiple copies, to receive only a single copy in the future. You can also contact your broker to make a similar request.


COLONY BANKCORP, INC.•

Post Office Box 989

115 South Grant Street

Fitzgerald, Georgia 31750

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS:

The undersigned hereby appoints B. Gene WaldronOnly one Notice of Internet Availability of Proxy Materials or Proxy Statement and 2022 Annual Report will be delivered to multiple shareholders sharing an address unless you notify your broker or the Company to the contrary.


•You can contact the Company by calling (229) 426-6000 or writing Edward P. Loomis, Jr. and each of them, with full power of substitution, to represent and vote as designated herein at the annual meeting of shareholders of Colony Bankcorp, Inc. to be held Tuesday, May 24, 2016 at 2:00 p.m., local time, at Colony Bankcorp, Inc. Corporate OfficesL Bagwell at 115 South Grant Street, Fitzgerald, Georgia 31750 to request a separate copy of the Notice of Internet Availability of Proxy Materials or 2022 Annual Report and at any adjournment or postponement thereof; with all the powers (other than the power to revoke the proxy or vote in a manner not authorized by the executed form of proxy) which the undersigned would have if personally present at such meeting, to act in their discretion upon any other matter or matters which may properly be brought before the meeting, and to appear and vote all the shares of common stock which the undersigned may be entitled to vote.

PROPOSAL 1: To elect the seven nominees listed below to serve as directorsProxy Statement for the following year:

FOR all nominees listed below (except

WITHHOLD AUTHORITY to

as marked to the contrary below).

vote for all nominees listed below.

Scott L. Downing

Mark H. Massee

M. Frederick Dwozan, Jr.

Jonathan W.R. Ross

Terry L. Hester

B. Gene Waldron 

Edward P. Loomis, Jr.

INSTRUCTIONS: To withhold authorityAnnual Meeting and for future meetings or, if you are currently receiving multiple copies, to vote for any individual nominees, mark "FOR" aboveand write the names of such nominees for whom you wish to withhold authorityreceive only a single copy in the space provided below:

UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF MARKED “FOR” ALLNOMINEES LISTED ABOVE.

The Board of Directors recommendsfuture. You can also contact your broker to make a voteFORthe election of the above nominees to the Board ofsimilar request.

Directors.

PROPOSAL 2: To solicit an advisory (non-binding) vote approving the Company’s executive compensation, by approving the following resolution:

“Resolved, that the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K located in the ‘Executive Compensation’ section of the 2016 Proxy Statement and the accompanying executive compensation tables and narrative discussions is hereby APPROVED.”

______FOR

______AGAINST

______ABSTAIN

UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF MARKED “FOR” APPROVING THE RESOLUTION SHOWN ABOVE.

The Board of Directors recommends a voteFORapproval of the compensation for the Company’s executives.

(Continued on Reverse Side)

34

PROPOSAL3: To ratify the appointment of the Company’s independent registered public accounting firm.

______FOR

______AGAINST

______ABSTAIN

UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF MARKED“FOR”RATIFYING THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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The Board of Directors recommends a voteFORratifying the Company’s independent registered public accounting firm.

If other matters properly come before the meeting, the persons named herein as proxy shall have the discretionary authority to vote with respect to such matters after considering the recommendations of management.

The undersigned hereby acknowledges receipt of the annual report of the Company for the fiscal year ended December 31, 2015 and the notice of annual meeting and proxy statement of the Company for the above-mentioned annual meeting of shareholders.

Please sign below, date and return promptly in the enclosed, self-addressed stamped envelope. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, limited liability company or partnership, please sign in full entity name by president or other authorized person.

DATE: ___________________________, 2016

INDIVIDUALS:

ENTITIES:

(Please Print)

Name (Please Print)

By:

Signature

Signature

Name of Joint Tenant or Tenant-In-Common,if any (Please Print)

Position

Signature of Joint Tenant orTenant-In-Common, if any

27 










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