By Order of the Board of Directors
	William L. Hedgepeth II
	President and Chief Executive Officer

April 8, 2019

, 2011

NEW CENTURYSELECT BANCORP, INC.

700 West Cumberland Street

Dunn, North Carolina 28334

(910) 892-7080

PROXY STATEMENT

Mailing Date: On or about, 2011 April 8, 2019

ANNUAL MEETING OF SHAREHOLDERS

To Be Held

August 23, 2011May 21, 2019

General

This Proxy Statement is furnished in connection with the solicitation of the enclosed appointment of proxy by the Board of Directors (the “Board”) of New CenturySelect Bancorp, Inc. (the “Corporation”) for the Annual Meeting of Shareholders of the Corporation (the “Annual Meeting”) to be held at the main office of New Century Bank, 700 West Cumberland Street,Fairfield Inn & Suites, 688 Jackson Road, Dunn, North Carolina 28334, at 10:00 a.m. on August 23, 2011,May 21, 2019, and any adjournments thereof.

Solicitation and Voting of Appointments of Proxy; Revocation

Persons named in the appointment of proxy as proxies to represent shareholders at the Annual Meeting are J. Gary Ciccone,Alicia S. Hawk, Carlie C. McLamb, Jr., and Sharon L. Raynor, and Carlie C. McLamb, Jr.whom we collectively refer to herein as the proxies. Shares represented by each appointment of proxy whichthat is properly executed and returned or appointed by internet, and not revoked, will be voted in accordance with the directions contained in the appointment of proxy. If no directions are given, each such appointment of proxy will be votedFOR the election of each of the fivesix nominees for director named in Proposal 1 below, andFOR Proposals 2, 3, 4, 5, and 5.6, and for the frequency ofEVERY YEAR with respect to Proposal 3. If, at or before the time of the Annual Meeting, any nominee named in Proposal 1 has become unavailable for any reason, the proxies will have the discretion to vote for a substitute nominee. On such other matters as may come before the meeting, the proxies will be authorized to vote shares represented by each appointment of proxy in accordance with their best judgment on such matters.

An appointment of proxy may be revoked by the shareholder giving it at any time before it is exercised by filing with Brenda B. Bonner, Vice President and Secretary of the Corporation, a written instrument revoking it or a duly executed appointment of proxy bearing a later date, or by attending the Annual Meeting and announcing his or her intention to vote in person.

Expenses of Solicitation

The Corporation will pay the cost of preparing, assembling and mailing this Proxy Statement and other proxy solicitation expenses. In addition to the use of the mails and the internet, appointments of proxy may be solicited in person or by telephone by officers, directors and employees of the Corporation and its subsidiary bank without additional compensation. The Corporation will reimburse banks, brokers and other custodians, nominees and fiduciaries for their costs in sending the proxy materials to the beneficial owners of the Corporation’s common stock.

Record Date

The close of business on July 1, 2011March 20, 2019, has been fixed as the record date (the “Record Date”) for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. Only shareholders of record at the close of business on that date will be eligible to vote on the proposals described herein.

Voting Securities

The voting securities of the Corporation are the shares of its common stock, par value $1.00 per share, of which 10,000,00025,000,000 shares are authorized and 6,913,63619,326,485 shares were outstanding on July 1, 2011.the Record Date. There were approximately 1,4291,098 record shareholders of the Corporation’s common stock on this date.

Voting Procedures; Quorum; Votes Required for Approval

as of the Record Date. Each shareholder of the Corporation’s common stock is entitled to one vote for each share held of record on the Record Date onfor each director to be elected and onfor each other matter submitted for voting. In accordance with North Carolina law, shareholders

Voting Procedures; Quorum; Votes Required for Approval

Shareholders will not be entitled to vote cumulatively in the election of directors at the Annual Meeting.

A majority of the shares of common stock of the Corporation issued and outstanding on the Record Date must be present in person or by proxy to constitute a quorum for the conduct of business at the Annual Meeting.

Assuming a quorum is present, inbelow are voting requirements for each of the caseproposals:

Proposal 1: Election of Proposal 1 below, the five directorsDirectors. The six nominees receiving the greatest number of votes shall be elected. Inelected as directors of the caseCorporation for terms of Proposalsthree years.

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation. For Proposal 2 3, 4 and 5 below, for each such proposal to be approved, the number of votes cast for approval must exceed the number of votes cast against the proposal.

Proposal 3:Advisory Vote on Frequency of Future Say-on-Pay Votes. Shareholders will be asked to vote for a frequency of every year, every two years, every three years, or may abstain from voting. The frequency receiving the most votes will be considered the frequency preferred by shareholders.

Proposal 4: Elimination of Mandatory Retirement Age for Directors. For Proposal 4 to be approved, the number of votes cast for approval must exceed the number of votes cast against the proposal.

Proposal 5: Increase of Authorized Shares. For Proposal 5 to be approved, the number of votes cast for approval must exceed the number of votes cast against the proposal.

Proposal 6: Ratification of Accounting Firm.For Proposal 6 to be approved, the number of votes cast for approval must exceed the number of votes cast against the proposal.

Abstentions and broker non-votes will have no effect on the outcome of the above proposals, other than for purposes of determining whether a quorum is present.

Authorization to Vote on Other Matters

By signing an appointment of proxy, shareholders will be authorizing the proxyholders to vote in their discretion regarding certain procedural motionsbest judgment on all other matters that may properly come before the Annual Meeting.Meeting for action by the shareholders, including any procedural motions.

Interest of Certain Persons in Matters to be Acted Upon

In considering the recommendations of the Board regarding the matters to be acted upon, shareholders should be aware that the Corporation’s directors have interests in Proposal 4 that are in addition to, and may be different from, any interests they may have as shareholders of the Corporation generally. Proposal 4 seeks to amend the Corporation’s bylaws to eliminate the mandatory retirement age for directors. If this proposal is approved, it will have the effect of extending the time that directors may serve on the Board. For directors who may otherwise have been required to retire due to the mandatory retirement age, the approval of Proposal 4 will extend the time such directors would be eligible for director fees or may extend the period during which such directors may exercise vested stock options that they may hold under the Corporation’s equity incentive plans. The Board was aware of these interests and considered them, among other matters, in reaching its decision to recommend approval of Proposal 4. See “Proposal 4 – Elimination of Mandatory Retirement Age for Directors” below for additional discussion.

Beneficial Ownership of Voting Securities

As of July 1, 2011,March 15, 2019, no shareholder known to management beneficially owned more than 5% of the Corporation’s common stock. stock, except as disclosed in the following table.

As of July 1, 2011,March 15, 2019, the beneficial ownership of the Corporation’s common stock, by directors and named executive officers individually, and by directors and named executive officers as a group, was as follows:

2

3

Section 16(a) Beneficial Ownership Reporting Compliance

Directors, and executive officers and beneficial owners of more than 10% of the common stock of the Corporation are required by federal law to file reports with the Securities and Exchange Commission (the “SEC”) regarding the amount of, and changes in, their beneficial ownership of the Corporation’s common stock. Based upon a review of copies of reports received by the Corporation, all required reports of directors, and executive officers, and 10% beneficial owners of the Corporation during 20102018 were filed on a timely basis.basis, with the exception of one Form 4 to report a sales transaction that was not filed on a timely basis by Director K. Clark Stallings.

PROPOSAL 1: ELECTION OF DIRECTORS

The Board has set the number of directors of the Corporation at 15sixteen (16) and recommends that shareholders vote for the nominees listed below each for a three-year term.term of three years.

4

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR EACHLISTED ABOVE FOR A THREE-YEAR TERM.TERMS OF THREE YEARS.

Incumbent Directors

The Corporation’s Board of Directors includes the following directors whose terms will continue after the Annual Meeting. Certain information regarding those directors is set forth in the following table.

5

Qualifications of Directors

A description of the specific experience, qualifications, attributes, or skills that led to the conclusion that each of the nominees and incumbent directors listed above should serve as a director of the Corporation is presented below. In July 2014, the Corporation (then known as New Century Bancorp, Inc.) merged with Select Bancorp, Inc., Greenville, NC, with the Corporation being renamed Select Bancorp, Inc. following the merger. Similarly, the Corporation’s subsidiary bank (then known as New Century Bank) merged with Select Bank & Trust Company, Greenville, NC, with the Corporation’s subsidiary bank being renamed Select Bank & Trust Company. For ease of reference, when we refer to either of the former Greenville-based entities in describing our directors’ experience, we so indicate by adding “Greenville” in parenthetical following the respective entity’s name.

Watson G. CavinessJ. Gary Ciccone.. Mr. CavinessCiccone has served as chairman of the board of directors of the Corporation and its subsidiary bank since April 2008. He was a founding director of New Century Bank South. He is President of Caviness & Cates Building and Development Company, President of Caviness Land Development, Inc. and owner of Caviness & Cates Communities, LLC, named oneFayetteville, serving as chairman of the top 100 builders in the United States in 2008 byBuilder Magazine. Mr. Caviness holds a Bachelor of Arts from the University of North Carolina at Wilmington.

J. Gary Ciccone. Mr. Ciccone has served as Chairman of the Board of Directors since April 2008 and was a founding director of New Century Bank South, serving as Chairman of the Boardboard of that institution from inception until its merger with New Century Bank.the Corporation’s subsidiary bank in March 2008. Mr. Ciccone retained the title of chairman following the 2014 mergers of the Corporation and its subsidiary bank with Select Bancorp (Greenville) and Select Bank & Trust (Greenville). Mr. Ciccone has completed the North Carolina Bank Directors’ College and Advanced Bank Directors’ College programs. As a partner withco-owner and vice president of Nimocks, Ciccone & Townsend in Fayetteville, he has extensive experience in real estate development and commercial real estate brokerage. In addition, heMr. Ciccone also has prior experience as a bank director, serving on the board of directors and as secretary of New East Bank of Fayetteville. He served on the Board of Trustees of Fayetteville Technical Community College from 2005 to 2009 and on the North Carolina Board of Transportation from November 2009 to October 2011. Mr. Ciccone holds a Bachelor of Science in Business Administration from the University of North Carolina at Chapel Hill and a law degree from the University of North Carolina School of Law, Chapel Hill, NC. He was engaged in the active practice of law from 1975 to 1996 and is a member of the North Carolina State Bar.

Charles R. Davis. Mr. CicconeDavis has prior experienceraised millions of dollars in capital for numerous public and private companies. Mr. Davis has also been active in oil and gas ventures, financial institutions, retail establishments, and the fast food industry. Additionally, from 1980 to 1985, Mr. Davis was vice president and director of real estate of Orange-Co. Inc. From the early 1980s through 2007, Mr. Davis served as a bankan officer and director serving onof Media Source, Inc. Mr. Davis attended Franklin University in Columbus, OH. Mr. Davis currently serves as president of Mid-States Development. Mr. Davis is the chairman of the board of directorsC.A. Short Company, which is a position he has held since 1989. He also previously served as president of C.A. Short Company from 1989 to 2011.

James H. Glen, Jr.Mr. Glen was a founding director of Select Bank & Trust (Greenville) and Select Bancorp (Greenville). As a director, he was active as secretarychairman of New East Bank of Fayetteville, Fayetteville, NC.both the audit and asset/liability management (“ALCO”) committees. Mr. Ciccone also currently serves onGlen has completed the North Carolina BoardBank Directors’ College and Advanced Bank Directors’ College programs. He began his career as a corporate lender in the commercial and industrial loan department of Transportation.the Prudential Insurance Company of America in Atlanta making loans to small businesses throughout the Southeast. In 1979, he joined the Robinson Humphrey Company as an investment banker in Atlanta and developed a community bank practice in providing capital, merger and acquisition advice. In 1982, he moved to Charlotte and joined the investment banking department of Interstate Securities, which became Wachovia Securities. In 2004, he retired from Wachovia and formed Corporate Value Securities, LLC as a value consultant, which continues as a private investment firm. He is currently a member of Glen & Hewett, LLC, which acts as a consultant to community banks. Mr. Glen is retired from the U.S. Army. He holds a bachelor’s degree from North Georgia College and an MBA from Georgia State College. He holds the designation as an Accredited Senior Appraiser (business valuation) of the American Society of Appraisers.

Oscar N. Harris. Mr. Harris was a founding director of New Century Bank and New Century Bancorp and has served as a member of the Corporation’s Boardboard of Directorsdirectors since inception. He has completed the North Carolina Bank Directors’ College and the Advanced Bank Directors’ College programs. Mr. Harris is a Certified Public Accountantcertified public accountant. He was senior partner and is Senior Partner and Presidentpresident of Oscar N. Harris & Associates, P.A., Dunn, NC.NC from 1978 until 2017. He has been the Managing Member of O Harris Group, LLC, a consulting and investment management company, since 2017. His background provides valuable financial and accounting expertise to the Boardbank’s board of Directorsdirectors and the Audit and Risk Management Committee, which Mr. Harris chairs. In addition to his accounting background, Mr. Harris is also involved in numerous real estate businessesdevelopment and management businesses. In addition, he is involved in stategovernment service contracting (federal and local matters.state). He served as a North Carolina State Senator from 1999 to 2002 and currently serves aas Mayor of the City of Dunn. He is a graduate of Edwards Military Academy, Salemburg, NC and holds a Bachelor of Science degree in Business Administration from Campbell University, Buies Creek, NC, where he currently serves on the Presidential Board of Advisors. Mr. Harris has extensive prior bank director experience, formerly serving on the Boardboard of Directorsdirectors of First Federal Savings Bank from 1987 to 1988 and as a director of Standard Bank & Trust from 1988 to 1996. Mr. Harris was awarded the Man of the Year in Dunn, NC in 1986 and again in 2006 and received the Boy Scouts of America Distinguished Service Award in 1997. Mr. Harris currently serves as a member of the board of trustees of Campbell University where he is on the executive committee and audit committee. He also served as the chairman of Campbell University Medical School Founders Board. Mr. Harris attended Edwards Military Academy, Salemburg, NC, and he holds a Bachelor of Science degree in Business Administration from Campbell University, Buies Creek, NC and is an honors graduate.

Alicia S. Hawk. Mrs. Hawk was a founding director of Select Bank & Trust (Greenville) and Select Bancorp (Greenville), serving as vice chair from 2004 to 2014.  She has completed the North Carolina Bank Directors’ College.  Mrs. Hawk has served as the director of advancement for The Oakwood School in Greenville, NC since 2012.  From 2006 to 2012, Mrs. Hawk was a member of the board of trustees at The Oakwood School and served as president from 2009 to 2012. Mrs. Hawk has extensive experience in real estate development and commercial real estate brokerage where she served as a real estate asset manager of Speight Properties in Greenville, NC from 2004 to 2012. She currently holds a NC Real Estate Brokerage License.  Mrs. Hawk has over ten years of consulting engineering experience with CDM Smith in Raleigh, NC and Atlanta, GA. Mrs. Hawk is a NC Registered Professional Engineer.  She holds a Bachelor of Science degree in Civil Engineering and a Masters of Civil Engineering from North Carolina State University in Raleigh, NC.

Gerald W. Hayes. Mr. Hayes was a founding director of New Century Bank and New Century Bancorp and has served as a member of the Corporation’s Boardboard of Directorsdirectors since inception. Mr. Hayes is chairman of the Compensation Committee. He has completed the North Carolina Bank Directors’ College. Mr. Hayes is a memberthe president and managing partner of Hayes, Williams, Turner & Daughtry, P.A. and has practiced law in Harnett County for over 40 years, providing the board with excellent perspective on legal issues and the Harnett County market area in general. He is also a member and co-owner of Chicora Golf Club in Dunn. Mr. Hayes holds a Bachelor of Arts degree from the University of North Carolina at Chapel Hill and a law degree from Wake Forest University Law School, Winston-Salem, NC.

William L. Hedgepeth II. MrMr. Hedgepeth ishas served as the President and Chief Executive Officer of the Corporation and of New Century Bank.its subsidiary bank since 2007. He previously served as Executive Vice Presidentpresident and Chief Operating Officerchief executive officer of the Corporation, New Century Bank andSouth (formerly known as New Century Bank South.of Fayetteville). Mr. Hedgepeth has 27more than 35 years of experience in banking, previously serving as Senior Vice President and Fayetteville Area Executive for another well established North Carolina community bank.banking. He has completed the North

6

Carolina Bank Directors’ College and Advanced Bank Directors’ College programs. He has also completed the North Carolina Bankers Association’s Advanced Management Program and served on the board of directors of the North Carolina Bankers Association from 2008 to 2010. Mr. Hedgepeth serves on the North Carolina Bankers Association Legislative and Regulatory Committee. He also serves on the Airborne and Special Operations Museum Board, the Greater Fayetteville Chamber of Commerce Board and the United Way of Cumberland County Board. He also serves on the Vision 2026 Board. Mr. Hedgepeth holds a Bachelor of Arts degree from the University of North Carolina at Chapel Hill.

Ronald V. Jackson. Mr. Hedgepeth is a member of the Dunn Rotary Club and servesJackson served on the Boards of Directors of the North Carolina Bankers Association and the March of Dimes.

D. Ralph Huff, III. Mr. Huff was a founding director of New Century Bank Southboard of directors in 2002, and on the Dunn and Clinton Advisory Boards. He has served on the Corporation’s and its subsidiary bank’s boards since 2012. Mr. Jackson currently serves as a directorchairman of the Corporation since 2008.Nominating Committee. Mr. Huff, who is Chief Executive OfficerJackson owns and Owner of H&H Homesoperates Clinton Truck and Co-Owner of Coldwell Banker, Huff & Pennink, Advantage Real EstateTractor Company, Fayetteville, has extensive experiencea 85-year old local firm where he began working in the real estate1972. Prior to joining Clinton Truck and construction industries. He currently chairs the Building Committee.Tractor, he worked for International Harvester. He has completed the North Carolina Bank Directors’ College and holds a Bachelor of Arts degree in Business Administration from the UniversityCollege. A graduate of North Carolina at Chapel Hill.State University in Raleigh, NC, he received his degree in agricultural engineering.

Tracy L. Johnson. Mr. Johnson was a founding director of New Century Bank. He has extensive experience in business management, serving as President of Ace Services, Inc., Dunn, NC, Vice President of Contech Services, and President of Universal Management Group. Mr. Johnson holds a Bachelor of Science in Biological & Agricultural Engineering from North Carolina State University.

John WW. McCauley. Mr. McCauley was a founding member of New Century Bank Southof Fayetteville and has served as a member of the Corporation’s Boardand its subsidiary bank’s boards of Directorsdirectors since 2004. He currently chairsserves as chairman of the bank’s Loan Committee. Mr. McCauley is Chief Executive Officerchief executive officer of Highland Paving Co., LLC, which is a highway construction firm engaged primarily in the manufacture and General Managerplacement of hot mix asphalt. He also is general manager of McCauley-McDonald Investments, Fayetteville, NC, which owns and AOM Investments, LLC, Fayetteville, NC.leases approximately 70 commercial properties in North Carolina. He has completed the North Carolina Bank Directors’ College and holds a Bachelor of Science in Economics from Davidson College, Davidson, NC and a law degree from the University of North Carolina School of Law, Chapel Hill, NC.

Carlie C. McLamb, Jr.Mr. McLamb has served on the Corporation’s and its subsidiary bank’s boards of directors since 2010. Mr. McLamb is president of Carlie C’s IGA, a retail supermarket chain with numerous stores. Mr. McLamb was a founding director of Computer World Inc. and has served as a Directordirector and former Chairmanchairman of the Boardboard of that company. In addition, he is currently serving on the board of directors for the North Carolina Retail Merchants Association and as a trustee of Campbell University. Mr. McLamb has completed the Advanced Bank Directors’ College program. Mr. McLamb is a past President of the Carolina Food Industry Council.

V. Parker Overton. Mr. Overton was a founding member of Select Bank & Trust (Greenville) and Select Bancorp (Greenville), NC where he served as chairman of the board from 2005 to July 2014. He currently serves as a memberchairman of the bank’s Building Committee. Mr. Overton is the founder of Overton’s, the world’s largest catalog of watersports and boating supplies. He was president of the NC State Veterinary Medical Foundation for three years and also served as chairman of the investment committee for 7 years. He served on the Home Federal Savings and Loan Committeeboard from 1986 to 1991. He currently serves as an ambassador of Vidant Medical Foundation and also serves on the investment committee of the Randall Terry Foundation for New Century Bank.North Carolina State University. He previously served three years as chairman of the finance committee at the former University Health Foundation. Mr. McLamb is President of Carlie C’s IGA, which is a retail grocery store chain with 15 stores. Mr. McLamb is also a current Director of East Coast Ethanol, LLC and a former Elder and Deacon of Beulah Baptist Church.

Michael S. McLamb. Mr. McLambOverton was a founding director and served on the board of New Century Bank and has servedMetrics Pharmaceuticals from 1999 until 2012. Mr. Overton also serves as a memberthe chairman of the Corporation’s Board of Directors since 2008. He currently chairs the Asset/Liability Management Committee. Mr. McLamb has completed North Carolina Bank Directors’ College.finance committee for Greenville Utilities. He is also active in the commercial real estate business, and he is also a Certified Public Accountant and is the retired Treasurer of K&M Maintenance Services, Inc., a service contracting company basedpilot typed in Dunn, NC. Mr. McLamb has a Bachelors degree in Business Administration from Campbell University, Buies Creek, NC and currently serves on the Campbell University Presidential Board of Advisors and on various steering committees at Campbell University.three different jets.

Anthony E. Rand. Mr. Rand was a founding director of New Century Bank Southof Fayetteville and has served as a member of the Corporation’s Boardand its subsidiary bank’s boards of Directorsdirectors since 2004. Mr. Rand currently serves as a member and chair of the North Carolina Education Lottery Commission. He served in the North Carolina Senate for 22 years and was the Senate Majority Leader in 1987-1988 and from 2001-2009.  He currently servesserved as Chairmanchairman and a member of the North Carolina Post ReleasePost-Release Supervision and Parole Commission.Commission (2010-2013) and was an associate vice president of Fayetteville Technical Community College (2014-2015).  He served as a consultant to Carolina Lithotripsy from 2010 to 2015. He has completed the North Carolina Advanced Bank Directors’ College. Mr. Rand holds a Bachelor of Arts in Political Science from the University of North Carolina at Chapel Hill and a law degree from the University of North Carolina School of Law, Chapel Hill, NC.  Mr. Rand is Presidentpresident of the law firm of Rand & Gregory, P.A., Fayetteville, NC and also serveshas served on numerous boards and commissions including the Boardboard of Directorsdirectors of the General Alumni Association of the University of North Carolina, an organization for which he alsocurrently serves as Treasurer. Mr. Rand has prior experience as a bank director, formerly serving on the board of State Bank, Fayetteville, NC and on the local advisory board for First-CitizensFirst Citizens Bank.

7

Sharon L. Raynor. Ms.Mrs. Raynor has served as a director of New Centurythe Corporation and its subsidiary bank since 2005. She currently chairs the bank’s ALCO Committee. She has completed the North Carolina Bank since 2005 and as a member of the Corporation’s Board of Directors since 2009.Directors’ College. She is Presidentpresident, a director, and an owner of LIFE, Inc., a provider of intermediatelong-term care facilities for the mentally handicapped and contract services todevelopmentally disabled for area mental health agencies throughout eastern North Carolina. Ms.Mrs. Raynor is very involved in New Century Bank’sthe bank’s local community, serving as a member of the Betsy Johnson Foundation & Friends of the Foundation Fighting Cancer Fundraising committee, the Lucknow Garden Club, and formerly on the Dunn schoolsSchools’ advisory board and the advisory board for Harnett County schools.board. She worked in the public schools for seven years as a special education teacher. She is a member of the American Association on Intellectual and Developmental Disabilities,Disabilities. She served on the Governor’s Council on Exceptional Children, having been appointed by former Governor James B. Hunt. Ms.Mrs. Raynor holds a Bachelor of Science in Special Education from East Carolina University, Greenville, NC.

C.L. (Bozie) Tart

K. Clark Stallings. Mr. TartStallings served as a director of Select Bank & Trust (Greenville) and Select Bancorp (Greenville) prior to joining the Corporation’s board of directors in 2014. He has completed the North Carolina Bank Directors’ College. He is Vice President of Stallings Group Ltd., and he is active in different businesses including auto & consumer finance, automobile auction, auto dealer floor plan financing, Jersey Mike’s Subs restaurants, and commercial income producing real estate. Mr. Stallings is co-founder of Hope of Glory Ministries, a faith-based community outreach to help people in need through the distribution of food, clothes, household resources, and hygiene items. He is a 1989 graduate of East Carolina University, Greenville, NC, with a degree in business management.

W. Lyndo Tippett. Mr. Tippett was a founding director of New Century Bank and served as Chairman of the Corporation’s Board of Directors from 2000 to 2007. He currently serves as Vice Chairman of the Board. Mr. Tart has completed North Carolina Bank Directors’ College. As President and Chief Executive Officer of Tart & Tart, Inc., Dunn, NC, Mr. Tart has deep experience in various local real estate and business matters. In addition, he holds a Bachelor of Arts degree in Industrial Relations with a Minor in Business from the University of North Carolina at Chapel Hill. Mr. Tart has extensive prior experience as a financial institution director, previously serving as a director of United Carolina Bank, Whiteville, NC and as a member of the United Carolina Bank/BB&T local advisory board of directors.

Ann H. Thornton. Ms. Thornton has served as a director of New Century Bank since 2002 and as a member of the Corporation’s Board of Directors since 2009. She is President of Thornton Ventures, Clinton, NC and the owner of Brightleaf Warehouse, Clinton, NC. Ms. Thornton is very involved in her local community, formerly serving as President of the Clinton-Sampson Chamber of Commerce and President of the Clinton-Sampson leadership development committee. She also serves as President of the Clinton Committee of 100, President of the Clinton Rotary Club and formerly served as President of the Sampson Community College Foundation Board. In addition, she serves on the Sampson County Agri-Exposition advisory board, the Sampson Regional Hospital foundation board, the North Carolina Museum of History Board of Directors, Raleigh, NC and the Coharie Country Club board of directors, Clinton, NC. She is a former schoolteacher. Ms. Thornton has completed North Carolina Bank Directors’ College. She holds a Bachelor of Arts from Wake Forest University, Winston-Salem, NC and is a Trustee of Methodist University, Fayetteville NC.

W. Lyndo Tippett. Mr. Tippet was a founding director of New Century Bank South and has served as a member of the Corporation’s Boardand its subsidiary bank’s boards of Directorsdirectors since 2008. He has completed the North Carolina Bank Directors’ College program. Mr. Tippett has been a certified public accountant for over 45 years and is a member of the American Institute of Certified Public Accountants and the North Carolina Association of Certified Public Accountants. He was a partner in the accounting firm of Tippett Padrick Bryan and& Merritt, CPAs, Fayetteville, NC sincefrom 1976 to 2015 and is a member of the AICPA and the NCACPA. Hecurrently practices as W. Lyndo Tippett, CPA (sole proprietorship). Additionally, Mr. Tippett served as Secretary of Transportation for the State of North Carolina from 2001 through 2009 and served as a member of the North Carolina Board of Transportation for eight years prior to becoming Secretary.secretary. He currently servesserved as a Directordirector of the North Carolina State Health Plan of Teachers and State Employees.Employees from 2009 through 2011. He was Chief Executive Officerchief executive officer of Bybon, Inc., a manufacturing, retail and real estate concern, from 1970 through 1976. He previously served as a staff accountant with Ernst & Young. Mr. Tippett holds a Bachelor of Science in Accountingaccounting from Barton College. He also has prior experience as a bank director, servinghaving served on the board of State Bank, Fayetteville, NC and on the local advisory board for First-CitizensFirst Citizens Bank.

Director Independence

Seth M. Wilfong. Mr. Wilfong is a managing partner and co-founder of Atlas Principals, LLC; a thematic, investment manager specializing in early identification of paradigm-shifting themes that have the potential to generate consistent, long-term growth. As Atlas Principals’ Portfolio Manager, he co-manages the portfolio and executes the fund’s trading operations. He has expertise in the banking, technology, and retail sectors. Prior to joining the Board of the Corporation, he served on the board for Carolina Premier Bank in Charlotte, NC before its 2017 merger with Select Bank & Trust. He is a 2002 graduate of East Carolina University with a BSBA concentration in Business Administration & Finance.

Board Leadership Structure

8The Board of Directors appoints a chairman, who presides at meetings of the Board and performs such other duties as may be directed by the Board. The Board may select any of its members as its chairman, and it has no formal policy as to whether the Corporation’s chief executive officer will serve as chairman or whether any other director, including a non-employee or independent director, may be elected to serve as chairman. The positions of chief executive officer and chairman are currently held by different persons. At this time, the Board has determined that separating these roles and having an independent director serve as chairman of the Board is in the best interests of our shareholders. The Board believes this division of responsibility facilitates communication between the Board and executive management and is appropriate given the legal and regulatory requirements applicable to the Corporation.

Board’s Role in Risk Oversight

Risk is inherent in any business, and, as is the case with other management functions, the Corporation’s senior management has primary responsibility for managing the risks faced by the Corporation. However, as a financial institution, the Corporation’s business involves financial risks that do not exist or that are more extensive than the risks that exist in some other types of businesses. The Corporation and its subsidiary bank are subject to extensive regulation that requires us to assess and manage those risks, and our regulators assess our performance in managing those risks during their periodic examinations. As a result, the Board is actively involved in overseeing our risk management programs.

The Board administers its oversight function primarily through committees. Additional information regarding the Board’s committees appears below. The Board approves and periodically reviews the Corporation’s operating policies and procedures. We believe the Board’s involvement in our risk management results in Board committees that are more active than those of corporations that are not financial institutions or that are not regulated as extensively as financial institutions. We believe this committee activity enhances our Board’s effectiveness and leadership structure by providing opportunities for non-employee directors to become familiar with the bank’s critical operations and actively involved in the Board’s oversight role with respect to risk management, as well as its other oversight functions.

Director Independence

With the exception of Mr. Hedgepeth, each member of the Corporation’s Board of Directors is “independent” as defined by NASDAQ listing standards and the regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In making this determination, the Board considered certain insider transactions with directors for the provision of goods or services to the Corporation and its subsidiary bank. All such transactions were conducted at arm’s length upon terms no less favorable than those that would be available from an independent third party.

Director Relationships

With the exception of Messrs. Rand and Tippett, who are directors of Law Enforcement Associates Corporation, and Messrs. Harris and C. McLamb, who are directors of East Coast Ethanol, LLC, no

No director of the Corporation is, or has in the last five years been, a director of any other company with a class of securities registered pursuant to Sectionsection 12 of the Exchange Act or subject to the requirements of Sectionsection 15(d) of the Exchange Act, or any company registered as an investment company under the Investment Company Act of 1940.1940, as amended.

There are no family relationships among directors, nominees or executive officers of the Corporation.

Meetings and Committees of the Board of Directors

The Corporation’s Board of Directors held fourteenthirteen meetings during 2010. Each director2018. None of the Corporation’s directors attended fewer than 75% or more of all board meetings and the meetings of any committee(s) of which he or she was a member. It is the policy of the Corporation that directors attend each annual meeting of shareholders. AllFourteen of the 16 members of the Corporation’s Board of Directors then in office attended the 20102018 Annual Meeting of Shareholders. The Corporation’s Board has several standing committees including an Audit/ComplianceAudit and Risk Management Committee, a Nominating Committee and a Compensation Committee.

Audit/Compliance

Audit and Risk Management Committee.The current members of the Audit/ComplianceAudit and Risk Management Committee during 2010 wereare J. Gary Ciccone, T. C. Godwin, Oscar N. Harris D. Ralph Huff, III, John McCauley, Sharon L. Raynor, C. L. Tart,(chairman), James H. Glen, Jr., Anthony E. Rand, and W. Lyndo Tippett. The members of the committee are “independent” as defined by NASDAQ listing standards and the regulations promulgated under the Securities Exchange Act of 1934.and are financially literate. The Audit/ComplianceAudit and Risk Management Committee met sixseven times during 2010.2018. The Board of Directors has adopted a written Audit and Risk Management Committee Charter, which is available under the Corporate Governance link in the Investor Relations section of our website, www.newcenturybanknc.com.www.selectbank.com. The report of the Audit/ComplianceAudit and Risk Management Committee is included on page 27below following the discussion of this proxy statement.Proposal 6.

The Board of Directors has determined that Oscar N. Harris, a member of the Audit/ComplianceAudit and Risk Management Committee, meets the requirements adopted by the SEC for qualification as an “audit committee financial expert.” An audit committee financial expert is defined as a person who has the following attributes: (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of GAAPGenerally Accepted Accounting Principles (U.S.) in connection with the accounting for estimates, accruals and reserves; (iii) experience preparing, auditing, analyzing or evaluating financial statements that are of the same level of complexity that can be expected in the registrant’s financial statements, or experience supervising people engaged in such activities; (iv) an understanding of internal controls and procedures for financial reporting; and (v) an understanding of audit committee functions.

Nominating Committee. The duties of the Nominating Committee are: (i) to assist the Board of Directors, on an annual basis, by identifying individuals qualified to become board members, and to recommend to the boardBoard the director nominees for the next meeting of shareholders at which directors are to be elected; and (ii) to assist the Board of Directors by identifying individuals qualified to become board members, in the event that a vacancy on the boardBoard exists and that such vacancy should be filled.

9

The current members of the Nominating Committee during 2010 wereare J. Gary Ciccone, James H. Glen, Jr., Gerald W. Hayes, Ronald V. Jackson (chairman), Carlie C. McLamb, Jr. and Anthony E. Rand, each of whom is “independent” as defined by NASDAQ listing standards and applicable SEC rules and regulations. The nominating committee met one time in 2010.once during 2018. The Bylaws of the Corporation state that candidates may be nominated for election to the Board of Directors by the Nominating Committee or by any shareholder of the Corporation’s common stock. It is the policy of the Nominating Committee to consider all shareholder nominations. Shareholder nominations must be submitted to the Nominating Committee in writing on or before September 30^th of the year preceding the annual meeting at which the nominee would stand for election to the Board of Directors and must be accompanied by each nominee’s written consent to serve as a director of the Corporation if elected. The Bylaws of the Corporation require that all nominees for director, including shareholder nominees, have business, economic or residential ties to the Corporation’s market area. In evaluating nominees for director, the Nominating Committee values community involvement and experience in finance or banking including prior service as an officer or director of an entity engaged in the financial services business, although such experience is not a prerequisite for nomination. Although there is not currently a formal policy requiring that the Nominating Committee consider diversity in its identification of nominees to the Board of Directors, the committee values diversity, including diversity of background, experience and expertise.

The Nominating Committee has adopted a formal written charter which is reviewed annually for adequacy and which is available under the Corporate Governance link in the Investor Relations section of our website, www.newcenturybanknc.com.www.selectbank.com. Each of the nominees for election to the boardBoard of directorsDirectors included in this proxy statement werewas nominated by the Nominating Committee.

Compensation Committee. The current members of the Compensation Committee are J. Gary Ciccone, Gerald W. Hayes Michael McLamb, Anthony E. Rand, Ann H. Thornton(chairman), Alicia S. Hawk, John W. McCauley, and W. Lyndo Tippett.V. Parker Overton. The Compensation Committee meets on an as neededas-needed basis to review the salaries and compensation programs required to attract and retain the Corporation’s executive officers. The Compensation Committee met threefour times in 2010.during 2018. The Committee approves the compensation of the President and Chief Executive Officer. The compensation of “reporting officers”officers that report to the President, including the Chief Financial Officer, Chief Banking Officer, Chief CreditOperating Officer and Chief Deposit OperationsCredit Officer, is recommended by the President and Chief Executive Officer based on such officer’s experience, managerial effectiveness, contribution to the Corporation’s overall profitability, maintenance of regulatory compliance standards and professional leadership. The Committee compares the compensation of the Corporation’s executive officers with compensation paid to executives of similarly situated bank holding companies, other businesses in the Corporation’s market area, and appropriate state and national salary data. The Committee is not bound by recommendations made by the President and Chief Executive Officer. Furthermore, the President and Chief Executive Officer does not have any input into his own compensation. The Compensation Committee also engages third party compensation consultants on occasion to assist in determining executive pay or additional benefits, but does not delegate its duties. Please see the discussion below under the heading “Compensation Discussion and Analysis” for a detailed discussion of our compensation programs and practices.

The Board of Directors has adopted a written Compensation Committee Charter, which is available under the Corporate Governance link in the Investor Relations section of the Corporation’s website, www.newcenturybanknc.com.www.selectbank.com.

Compensation Committee Interlocks and Insider Participation

During 2018, no member of the Compensation Committee was an officer or employee of the Corporation, and none of the members of the Compensation Committee during the last fiscal year has ever been an officer of the Corporation. There were no interlocking relationships during the last fiscal year that require disclosure under applicable SEC rules.

Transactions with Related Persons

Policies and Procedures. Under its charter, the Audit and Risk Management Committee is charged with the responsibility of reviewing, approving and/or ratifying all transactions with “related persons,” as such term is defined under Item 404 of SEC Regulation S-K. The term “related person” is defined to include:

Indebtedness of and Transactions with Management

. The Corporation’s bank subsidiary, New CenturySelect Bank & Trust Company, has had, and expects to have in the future, banking and other transactions in the ordinary course of business with certain of its current directors, nominees for

10

director, executive officers and associates. All such transactions are made on substantially the same terms, including interest rates, repayment terms and collateral, as those prevailing for comparable transactions with unaffiliated persons not related to the lender, and willdo not involve more than the normal risk of collection or present other unfavorable features. Loans made by New CenturySelect Bank & Trust Company to directors and executive officers are subject to the requirements of Regulation O of the Board of Governors of the Federal Reserve System. Regulation O requires, among other things, prior approval of the Board of Directors with any “interested director” not participating, dollar limitations on amounts of certain loans and prohibits any favorable treatment being extended to any director or executive officer in any of the Bank’sbank’s lending matters.

Director Compensation

Board Fees. Each director receives a fee of $500 for each meeting of the Corporation’s Board of Directors attended, with the exception of the chairman, who receives $700 for each meeting of the Corporation’s Board of Directors attended. Members of all other committees of the Board of Directors receive $300 for each committee meeting attended, with the exception of committee chairs, who receive $400 per committee meeting attended. In addition, all members of the Board of Directors receive a monthly retainer of $333, with the exception of Mr. Hedgepeth.

The Corporation has instituted a Directors’ Deferral Plan whereby individual directors may elect annually to defer receipt of all or a designated portion of their fees for the coming year. Directors’ fees deferred under the plan are used to purchase shares of the Corporation’s common stock by the administrator of the Deferral Plan, with such deferred compensation disbursed in the future as specified by the director at the time of his or her deferral election.

2000 Nonstatutory Stock Option Plan. The shareholders of New Century Bank ratified the 2000 Nonstatutory Stock Option Plan at the 2000 Annual Meeting. In connection with the reorganization of New Century Bank into the holding company form of organization, which resulted in the creation of the Corporation in 2003, the 2000 Nonstatutory Option Plan was adopted by the Corporation and options under that plan were converted into options to purchase shares of the Corporation’s common stock. At the 2004 Annual Meeting, the shareholders of the Corporation approved an amendment to the 2000 Nonstatutory Stock Option Plan that increased the number of shares of the Corporation’s common stock available for issuance under the Plan. Under the terms of the Plan, options on a total of 478,668 shares (as adjusted for stock dividends) of the Corporation’s common stock are currently available for issuance to members of the Corporation’s Board of Directors and the board of any subsidiary of the Corporation.

The 2000 Nonstatutory Stock Option Plan expired in June 2010. No further stock options may be granted under the 2000 Nonstatutory Stock Option Plan.

The following table presents a summary of all compensation paid by the Corporation to its directors for their service as such during the year ended December 31, 2010.

DIRECTOR COMPENSATION TABLEExecutive Compensation AND RELATED MATTERS

Executive Officers

11

12

Executive Officers

The following table sets forth certain information regarding the Corporation’s current executive officers. These five executive officers are our “named executive officers” for the 2018 fiscal year.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis is intended to assist our shareholders in understanding the Corporation’s compensation programs. It presents and explains the philosophy underlying our compensation strategy and the fundamental elements of compensation paid to our named executive officers (collectively, “named executive officers” or “NEOs”) whose 2018 compensation information is provided in the tables following this discussion. Our 2018 NEOs are the following:

EXECUTIVE COMPENSATION

Specifically, this Compensation Discussion and Analysis addresses the following:

— the role and responsibility of the Compensation Committee;

— the role of the Chief Executive Officer and other named executive officers;

— the role of compensation consultants; and

— benchmarking and other market analyses;

— the purpose of each element of compensation;

— why we elect to pay each element of compensation;

— how we determine the levels or payout opportunities for each element; and

— decisions on final payments for each element and how these align with performance

2018 Business Performance Highlights

The following Summaryis a list of certain of our 2018 business performance highlights, which are relevant when we consider and evaluate our compensation policies and the effectiveness of our philosophies.

When considering such results, we do not view such results in isolation and believe it is important to consider trends, anomalies, and strategic initiatives so that long-term shareholder interests can be appropriately aligned with our compensation practices and philosophies.

The Compensation Table showsCommittee believes that the most effective compensation programs strive to accomplish the following objectives:

To meet these objectives, the Compensation Committee has carefully structured the Corporation’s compensation programs in the following manner:

In designing and administering the Corporation’s executive compensation program, the Compensation Committee strives to maintain an appropriate balance across all cashof the various compensation elements, realizing that at times some objectives may be more difficult to achieve than others, or even in conflict with others. In addition, external factors, such as the general state of the economy and non-cashthe banking industry or legislative changes impacting executive compensation, paidmay impact the effectiveness of existing approaches to or received or deferredexecutive compensation. Such events require ongoing monitoring and a careful reconsideration of existing approaches by William L Hedgepeth, II, Lisa F. Campbell, Kevinthe Compensation Committee. On an annual basis, the Compensation Committee carefully evaluates and, where appropriate, makes decisions and adjustments to future compensation programs in an effort to consistently implement the strategic objectives of executive compensation.

Process for Determining Named Executive Officer Compensation

Role of the Compensation Committee. The Compensation Committee administers the Corporation’s executive compensation program. Throughout 2018, the Compensation Committee included J. Gary Ciccone, Gerald W. Hayes (chairman), Alicia S. Bunn, J. Daniel FisherHawk, John W. McCauley, and Joan I. Patterson (the “NamedV. Parker Overton. The members of the Compensation Committee all qualify as “independent” directors in accordance with the requirements of NASDAQ and current SEC regulations.

The Compensation Committee is responsible for all compensation decisions for the Chief Executive Officers”)Officer and the other NEOs. The Compensation Committee annually reviews the levels of compensation along with the performance results on goals and objectives relating to compensation for services rendered in all capacities during the fiscal years ended December 31, 2010NEOs. Based on this evaluation, the Compensation Committee makes decisions related to our executive compensation program with final approval by the Board, except where the Compensation Committee has otherwise been given final authority with respect to a specific component of compensation. Additionally, the Compensation Committee periodically reviews our incentive plans and 2009.other equity-based plans. The Compensation paidCommittee reviews, adopts and submits to the NamedBoard any proposed arrangement or plan and any amendment to an existing arrangement or plan that provides or will provide benefits to the executive officers collectively or to an individual executive officer. The Compensation Committee has sole authority to retain and terminate compensation consultants and other advisors as it deems appropriate.

Compensation Program Risk. While the Compensation Committee did not formally review whether the compensation arrangements, agreements, and benefit plans of the Corporation made available to the NEOs and to all other employees of the Corporation unduly encourage those employees to take unnecessary and excessive risks that could threaten the financial condition of the Corporation, the Compensation Committee firmly believes that the compensation policies and practices in effect in 2018 did not encourage undue risk taking. The Compensation Committee will in the future review an inventory of its executive and non-executive compensation programs, with particular emphasis on incentive compensation plans or programs. The Committee will evaluate, with the assistance of appropriate officers of the Corporation, the primary components of its compensation plans and practices to identify whether those components, either alone or in combination, properly balance compensation opportunities and risk. The Compensation Committee will consider various risk-mitigating policies in connection with this analysis, including stock ownership requirements, incentive compensation, and a claw-back policy. The Committee expects to monitor and periodically evaluate our incentive compensation arrangements, agreements and benefit plans at least annually, as part of the Corporation’s oversight of risk management for the organization.

Please see the discussion above the heading “Board’s Role in Risk Oversight” for additional discussion of our risk management practices.

Role of the Executive OfficersOfficers.The Chief Executive Officer, with the assistance of the Corporation’s Chief Operating Officer, annually reviews the performance of the other NEOs, after which the Chief Executive Officer presents his conclusions and recommendations to the Compensation Committee for approval. The Compensation Committee has absolute discretion as to whether it approves the recommendations of the Chief Executive Officer or makes adjustments, as it deems appropriate. The Chief Executive Officer, Chief Financial Officer and Chief Operating Officer may also work with the Compensation Committee to gather and compile data needed for benchmarking purposes or for other analysis conducted by the Compensation Committee’s independent consultants and advisors.

Role of Compensation Consultant. In 2018, the Compensation Committee continued to engage Matthews, Young – Management Consulting (“Matthews, Young”) to serve as the Compensation Committee’s independent compensation consultant. The Compensation Committee has sole authority to retain, terminate and approve the fees of its compensation consultant. In its role as the Compensation Committee’s independent advisor, Matthews, Young attended Compensation Committee meetings and advised on matters including compensation program design, benchmarking compensation, and relative pay for performance. Matthews, Young also provided market data, analyses and advice regarding compensation of our NEOs and other executive officers. Matthews, Young has not provided any services to the Corporation other than executive compensation consulting services provided to the Compensation Committee. The Compensation Committee considered the independence of Matthews, Young in light of current SEC rules and NASDAQ listing standards and concluded that the work of Matthews, Young did not raise any conflict of interest.

Benchmarking. The Compensation Committee reviews competitive data for comparable executive positions in the market. External market data is used by the Compensation Committee as a point of reference in its executive pay decisions in conjunction with financial and individual performance data. In considering the competitive environment, the Compensation Committee reviews compensation information disclosed by a peer group of comparatively sized companies with which we compete for business and executive talent and information derived from published survey data that compares the elements of each named executive officer’s target total direct compensation to the market information for executives with similar roles. The Compensation Committee’s independent compensation consultant compiles this information and size-adjusts the published survey data to reflect our asset size in relation to the survey participants to more accurately reflect the scope of responsibility for each named executive officer.

The Compensation Committee, with input from its independent compensation consultant, annually reviews and selects the peer companies, which generally consist of publicly-traded, regional commercial bank holding companies. For 2018, the peer companies were selected primarily based upon the following criteria: (i) similar business operations and geographic footprint; (ii) assets and market capitalization between approximately one-half and two and one-half times our assets and market capitalization; and (iii) competitors for executive talent.

For 2018 compensation purposes, our peer group consisted of the following companies:

Elements of Compensation.The components of the 2018 executive compensation program, as well as the type of compensation and the objectives of the compensation, are included in the table below:

Base Salary. It is the Corporation’s philosophy that employees be paid a base salary that is competitive with the salaries paid by comparable organizations for comparable jobs based on each employee’s experience, performance and any other unique factors or qualifications. Generally, the Corporation has chosen to position cash compensation in a range around market median levels in order to remain competitive in attracting and retaining executive talent. The range is also benchmarked, and employees are paid within the market-benchmarked range based on their unique situation. Actual base salaries paid vary within a range based on performance over time. The allocation of total cash compensation between base salary non-equityand annual bonus or incentives is based on a variety of factors. In addition to the market positioning of the base salary and the mix of total compensation, the Compensation Committee also takes into consideration the following:

In December of 2018, the Compensation Committee reviewed total compensation of named executive officers against market peer data in a study prepared by Matthews, Young. Cumulative base salaries for the NEOs were determined to be within 2% of peer median, ranging from 92% of the median to 105% of the median.

Base pay increases for the NEOs in 2018 ranged from 3.85% to 4.76%, as reflected in the above table.

Annual Cash Incentive Plan. In consultation with Matthews, Young during 2017 and early 2018, the Compensation Committee concluded that a formalized plan with well-defined and clearly communicated objectives strengthens the link between performance and compensation. The Compensation Committee is also interested in shifting the pay mix of NEOs to increase the at-risk portion of total pay linked to performance objectives defined on an annual basis and not as heavily weighted on the guaranteed base salary.

For 2018, an annual cash incentive plan was developed, with our compensation paidconsultants’ guidance, to subject a portion of our NEOs’ annual cash compensation to achievement of pre-established performance targets to ensure the continued alignment of executive compensation, Corporation performance, and strategic goal attainment. Annual incentive cash payouts reflect the extent to which annual targets for performance goals are met or exceeded. Targets for performance goals are set with the intent that achievement will ultimately result in enhancement to shareholder value. When determining the targets, the Compensation Committee considers past financial performance of the Corporation and its internal estimates of the current’s year planned financial performance. Growth expectations as well as improved profitability and operating efficiencies are the gauge by which meaningful targets are set and executive performance is measured.

In the annual cash equityincentive plan effective in 2018, the Compensation Committee used a range of performance levels when setting cash incentive targets. The range establishes a minimum (Base) level of performance required to earn a cash payout and a maximum (Objective) level required to earn the maximum payout for that measured performance objective. The performance levels are set relative to the prior fiscal year’s actual results and current fiscal year projections. Another factor considered when setting the performance levels is the bank’s relative rank (above median) on key performance indicators when compared to its peers. The Base performance level is the minimum performance level required for any cash incentive payout, while the Objective level of performance is set at a high level of performance that requires significant efforts and exceptional execution to achieve.

The individually weighted measured performance objectives in 2018 for the named executive officers were:

Calculating Annual Incentive Awards. Each year a targeted percentage of base salary will be determined for each NEO as the maximum incentive possible to be earned under the plan. For 2018, the maximum targeted percentage of base salary that could be earned by each NEO was thirty percent (30%). The formula used to calculate the payment to be awarded to a named executive officer under the 2018 annual incentive plan was:

Base Salary × Target Percentage of Base Salary × Company Achievement of Pre-tax, Pre-Incentive Net Income × Percentage Achievement of Weighted Performance Objectives

The 2018 performance goals for short-term incentive compensation were chosen because each of the goals strongly aligned with the overall business objectives of the Corporation for the year and with the Corporation’s overall strategic plan. However, after determination that the earned payouts from the 2018 incentive plan based on actual performance results during 2018 would be minimal or non-existent for each of the NEOs, the Compensation Committee decided to exercise its discretion to substitute a discretionary cash bonus for any de minimis payout under the 2018 cash incentive award. The Compensation Committee felt the results of the newly instituted annual cash incentive plan were not commensurate with the overall performance of the bank in 2018 and the accomplishments achieved related to the acquisition of the Carolina Premier Bank franchise completed in late 2017. As a result, the Compensation Committee elected to grant discretionary cash bonus awards to the NEOs, consistent with prior years’ practices.

Long-Term Equity Awards. The Compensation Committee believes that the Corporation’s executive compensation program should include a meaningful equity-based component because this best aligns the interests of our executives with those of the Corporation’s shareholders. In 2018, shareholders approved the 2018 Omnibus Stock Incentive Plan (the “2018 Plan”). Under the 2018 Plan, awards may be granted from time to time and may be in the form of incentive stock options, stock units, stock awards, stock appreciation rights, and other stock-based awards. Effective with shareholder approval of the 2018 Plan, the 2010 Omnibus Stock Ownership and Long Term Incentive Plan (“2010 Plan”) was discontinued prohibiting any further grants from the plan. Any outstanding option awards 401(k) matching contributions, insurance premiums paid on behalf of eachpreviously made under the 2010 Plan will continue under the terms of the Named Executive Officers and certain perquisites. The following table summarizesprior grant until the dollar amounts of each element of compensation and for incentive stock options, the grant date fair value computed in accordance with FASB ASC Topic 718.

13

SUMMARY COMPENSATION TABLEThe Compensation Committee carefully considers the following factors when determining the type and amount of equity to award:

The Compensation Committee considers long-term equity-based compensation to be critical to the alignment of executive compensation with shareholder value creation. Therefore, a market competitive, long-term equity-based incentive component is an integral part of our overall executive compensation program. Long-term equity incentive opportunities are established based on competitive market practices. During calendar year 2018, the Committee did not make any long-term equity awards to the NEOs. However, stock options were granted to the NEOs in January of 2017, which awards time vest over a period of five years.

Perquisites. We provide our NEOs with customary perquisites offered to similar executives in our industry, including a company car or travel allowances where necessary, 401(k) plan contributions, buy-back of unused vacation, family health coverage, and club memberships for certain NEOs. In 2018, the aggregate cost of all perquisites for all our named executive officers was approximately $148,063. No individual named executive officer received a total value of perquisites in excess of $66,828 during 2018. Additional details on perquisites are provided in a supplementary table to the Summary Compensation Table included in this Proxy Statement.

We view certain perquisites as being beneficial to the Corporation, in addition to being directly compensatory to the executive officers. For example, the club memberships are regularly used in the general course of our business, such as for business meetings and entertaining. Corporation cars and travel allowances provided to executive officers are used primarily for business purposes. In addition, these perquisites, as a minor expense to the Corporation, provide a useful benefit in our efforts to recruit, attract, and retain top executive talent.

Health and Welfare Plans. The named executive officers are eligible to participate in Corporation-sponsored benefit plans on the same terms and conditions as those generally provided to salaried employees. Basic health benefits, dental benefits, and similar programs are provided to make certain that access to healthcare and income protection is available to our employees and their family members. Health benefits also include a Section 125 plan or a health savings account to provide for pre-tax deferral for non-reimbursable health expenses. The cost of Corporation-sponsored benefit plans is negotiated with the providers of such benefits, and the executive officers contribute to the cost of the benefits.

Employment Agreements

As of December 31, 2018, the Corporation and Select Bank & Trust were party to employment agreements with each of the named executive officers: William L. Hedgepeth II, Mark A. Jeffries, Lynn H. Johnson, W. Keith Betts, and D. Richard Tobin. The agreements establish the scope, terms, and conditions of each employee’s employment by the Corporation and Select Bank & Trust. The following discussion summarizes the employment agreements as in effect at December 31, 2018, and is qualified in its entirety by reference to the employment agreements as filed with the Securities and Exchange Commission. Additional quantitative disclosure and discussion regarding the amounts payable pursuant to the agreements is included in the Summary Compensation Table and related sections that follow, including the subsection entitled “Potential Payments Upon Termination or Change in Control.”

Employment Agreement with William L. Hedgepeth II

The Corporation has entered into an employment agreement with William L. Hedgepeth II as its President and Chief Executive Officer, which was in effect during 2018. The employment agreement includes customary non-competition and confidentiality covenants, establishes Mr. Hedgepeth’s duties and compensation, and provides for his continued employment with the Corporation.

Base Salary. During 2018, Mr. Hedgepeth was paid an annual salary of $370,541 under his agreement. Mr. Hedgepeth is also entitled to receive cash bonuses on an annual basis as determined by the Board of Directors or the Compensation Committee.

Benefits.Mr. Hedgepeth is entitled to participate in any and all retirement and employee benefit plans maintained by the Corporation on behalf of its employees, as well as fringe benefits normally associated with Mr. Hedgepeth’s position with the Corporation or made available to all other employees. In addition, the Corporation has agreed to provide Mr. Hedgepeth with the following benefits:

Term. Mr. Hedgepeth’s employment agreement, dated January 9, 2008, provides for an initial term of three (3) years, with the term being extended for an additional one year on each anniversary of the agreement’s signing unless there is an affirmative decision not to renew the contract by the Board of Directors or by Mr. Hedgepeth given no later than ninety (90) days prior to the anniversary date. Absent notification of non-renewal, the term remaining on his employment agreement will never be less than 2 years.

Covenants. Mr. Hedgepeth’s employment agreement also includes certain restrictive covenants that limit Mr. Hedgepeth’s ability to compete with the Corporation and to solicit, or attempt to solicit, certain customers and any employee of the Corporation and its subsidiaries and affiliates for a period of twelve months after termination by Mr. Hedgepeth of his employment without good reason or to divulge certain confidential information concerning the Corporation for any purpose other than as necessary in performance of his duties to the Corporation. Mr. Hedgepeth’s covenants not to compete contained in the agreement may, in some instances, extend beyond twelve months or, such as upon a “change in control” of the Corporation, become null and void.

Change in Control Benefits. Mr. Hedgepeth is also entitled to certain benefits in the event of a change in control of the Corporation. A change in control means any of the following events:

If the Corporation terminates Mr. Hedgepeth’s employment other than for cause or disability or Mr. Hedgepeth terminates his employment following an “adverse change” in his employment, in either case, within one year after a change in control, then Mr. Hedgepeth will be entitled to receive a lump sum cash payment equal to 299% of his “base amount,” as that term is defined in section 280G of the Internal Revenue Code of 1986, as amended (the “Code”).

For purposes of Mr. Hedgepeth’s employment agreement an “adverse change” includes any of the following events:

Employment Agreement with Mark A. Jeffries

The Corporation has entered into an employment agreement with Mark A. Jeffries as its Executive Vice President and Chief Financial Officer, which was in effect during 2018. The employment agreement includes customary non-competition and confidentiality covenants, establishes Mr. Jeffries’ duties and compensation, and provides for his continued employment with the bank.

Base Salary. During 2018, Mr. Jeffries was paid an annual salary of $221,738 under his agreement. Mr. Jeffries is also entitled to receive cash bonuses on an annual basis as determined by the Board of Directors or the Compensation Committee.

Benefits.Mr. Jeffries is entitled to participate in any and all retirement and employee benefit plans maintained by the bank on behalf of its employees, as well as fringe benefits normally associated with his position with the bank or made available to all other employees. In addition, the bank has agreed to provide Mr. Jeffries with the following benefits:

Term. The initial term of Mr. Jeffries’s employment agreement was three years from the original effective date of September 25, 2014, with such term being automatically extended for an additional year on each anniversary of the agreement’s effective date, unless written notice of non-renewal of the term is received by either party no later than sixty (60) days prior to renewal. Absent notification of non-renewal, the term remaining on his employment agreement will never be less than 2 years.

Covenants. Mr. Jeffries’s employment agreement also includes certain restrictive covenants that limit Mr. Jeffries’s ability to compete with the Corporation and to solicit, or attempt to solicit, certain customers and any employee of the Corporation and its subsidiaries and affiliates for a period of twelve months after any termination by Mr. Jeffries’s of his employment or to divulge certain confidential information concerning the Corporation for any purpose other than as necessary in performance of his duties to the Corporation. Mr. Jeffries’s covenants not to compete contained in the agreement may, in some instances, extend beyond twelve months if he is entitled to severance benefits for a period that extends beyond twelve months.

Change in Control Benefits. Mr. Jeffries is also entitled to certain benefits in the event of a “change in control” of the Corporation. A change in control means a “change in control event” as defined in Treasury Regulation section 1.409A-3(i)(5), promulgated under section 409A of the Code. If the bank terminates Mr. Jeffries’s employment other than for cause or disability or Mr. Jeffries terminates his employment following a “termination event,” in either case within one year after a change in control, then Mr. Jeffries will be entitled to receive a lump sum cash payment equal to 200% of his “base amount,” as that term is defined in Code section 280G.

For purposes of Mr. Jeffries’s employment agreement, a “termination event” includes any of the following events:

Employment Agreement with Lynn H. Johnson

The Corporation has entered into an employment agreement with Lynn H. Johnson as its Executive Vice President and Chief Operating Officer, which was in effect during 2018. The employment agreement includes customary non-competition and confidentiality covenants, establishes Ms. Johnson’s duties and compensation, and provides for her continued employment with the bank.

Base Salary. During 2018, Ms. Johnson was paid an annual salary of $220,547 under her agreement. Ms. Johnson is also entitled to receive cash bonuses on an annual basis as determined by the Board of Directors or the Compensation Committee.

Benefits.Ms. Johnson is entitled to participate in any and all retirement and employee benefit plans maintained by the bank on behalf of its employees, as well as fringe benefits normally associated with her position with the bank or made available to all other employees. In addition, the bank has agreed to provide Ms. Johnson with the following benefits:

Term. The initial term of Ms. Johnson’s employment agreement was three years from the original effective date of October 3, 2014, with such term being automatically extended for an additional year on each anniversary of the agreement’s effective date, unless written notice of non-renewal of the term is received by either party no later than sixty (60) days prior to renewal. Absent notification of non-renewal, the term remaining on her employment agreement will never be less than 2 years.

Covenants. Ms. Johnson’s employment agreement also includes certain restrictive covenants that limit Ms. Johnson’s ability to compete with the Corporation and to solicit, or attempt to solicit, certain customers and any employee of the Corporation and its subsidiaries and affiliates for a period of up to twelve months after termination by Ms. Johnson without cause or to divulge certain confidential information concerning the Corporation for any purpose other than as necessary in performance of her duties to the Corporation. Ms. Johnson’s covenants not to compete contained in the agreement may, in some instances, extend beyond twelve months if she is entitled to severance benefits for a period that extends beyond twelve months.

Change in Control Benefits. Ms. Johnson is also entitled to certain benefits in the event of a “change in control” of the Corporation. A change in control means a change in control event as defined in Treasury Regulation § 1.409A-3(i)(5), promulgated under Section 409A of the Code. If the bank terminates Ms. Johnson’s’ employment other than for cause or disability or Ms. Johnson terminates her employment following a “termination event,” in either case within one year after a change in control, then Ms. Johnson will be entitled to receive a lump sum cash payment equal to 299% of her “base amount,” as that term is defined in the Code. On February 23, 2018, the Corporation and Ms. Johnson executed an amendment to her employment agreement that increased her change in control benefit from 200% to 299% of her base amount, to be more in line with executives commensurate with her role in community banks of similar size and complexity.

For purposes of Ms. Johnson’s employment agreement, a “termination event” includes any of the following events:

Employment Agreement with D. Richard Tobin, Jr.

The Corporation has entered into an employment agreement with D. Richard Tobin, Jr. as its Executive Vice President and Chief Credit Officer, which was in effect during 2018. The employment agreement includes customary non-competition and confidentiality covenants, establishes Mr. Tobin’s duties and compensation, and provides for his continued employment with the bank.

Base Salary. During 2018, Mr. Tobin was paid an annual salary of $216,693 under his agreement. Mr. Tobin is also entitled to receive cash bonuses on an annual basis as determined by the Board of Directors or the Compensation Committee.

Benefits.Mr. Tobin is entitled to participate in any and all retirement and employee benefit plans maintained by the bank on behalf of its employees, as well as fringe benefits normally associated with his position with the bank or made available to all other employees. In addition, the bank has agreed to provide Mr. Tobin with the following benefits:

Term. The initial term of Mr. Tobin’s employment agreement was two years from the original effective date of April 3, 2012. The current term of Mr. Tobin’s employment agreement is one year; the term of his agreement automatically extends for an additional year each April 3 unless written notice of non-renewal is received by either party no later than ninety (90) days prior to such renewal date.

Covenants. Mr. Tobin’s employment agreement also includes certain restrictive covenants that limit Mr. Tobin’s ability to compete with the Corporation and to solicit, or attempt to solicit, certain customers and any employee of the Corporation and its subsidiaries and affiliates for a period of twelve months after any termination by Mr. Tobin or to divulge certain confidential information concerning the Corporation for any purpose other than as necessary in performance of his duties to the Corporation. Mr. Tobin’s covenants not to compete contained in the agreement may, in some instances, extend beyond twelve months if he is entitled to severance benefits for a period that extends beyond twelve months.

Change in Control Benefits. Mr. Tobin is also entitled to certain benefits in the event of a “change in control” of the Corporation. A change in control means a change in ownership or effective control as defined in section 409A of the Code. If the bank terminates Mr. Tobin’s employment other than for cause or disability or Mr. Tobin terminates his employment following a “termination event,” in either case within one year after a change in control, then Mr. Tobin will be entitled to receive a lump sum cash payment equal to 299% of his “base amount,” as that term is defined in the Code.

For purposes of Mr. Tobin’s employment agreement, a “termination event” includes any of the following events:

Employment Agreement with W. Keith Betts

The Corporation has entered into an employment agreement with W. Keith Betts as its Executive Vice President and Chief Banking Officer, which became effective on January 11, 2017. The employment agreement includes customary non-competition and confidentiality covenants, establishes Mr. Betts’s duties and compensation, and provides for his continued employment with the bank.

Base Salary. During 2018, Mr. Betts was paid an annual salary of $218,400 under his agreement. Mr. Betts is also entitled to receive cash bonuses on an annual basis as determined by the Board of Directors or the Compensation Committee.

Benefits.Mr. Betts is entitled to participate in any and all retirement and employee benefit plans maintained by the bank on behalf of its employees, as well as fringe benefits normally associated with his position with the bank or made available to all other employees. In addition, the bank has agreed to provide Mr. Betts with the following benefits:

Term. The initial term of Mr. Betts’s employment agreement was three years from the original effective date of January 11, 2017, with such term being automatically extended for an additional year on each anniversary of the agreement’s effective date, unless written notice of non-renewal of the term is received by either party no later than sixty (60) days prior to renewal. Absent notification of non-renewal, the term remaining on his employment agreement will never be less than 2 years.

Covenants. Mr. Betts’s employment agreement also includes certain restrictive covenants that limit Mr. Betts’s ability to compete with the Corporation and to solicit, or attempt to solicit, certain customers and any employee of the Corporation and its subsidiaries and affiliates for a period of twelve months after termination by Mr. Betts without cause or to divulge certain confidential information concerning the Corporation for any purpose other than as necessary in performance of his duties to the Corporation. Mr. Betts’s covenants not to compete contained in the agreement may, in some instances, extend beyond twelve months if he is entitled to severance benefits for a period that extends beyond twelve months.

Change in Control Benefits. Mr. Betts is also entitled to certain benefits in the event of a “change in control” of the Corporation. A change in control means a change in control event as defined in Treasury Regulation section 1.409A-3(i)(5), promulgated under section 409A of the Code. If the bank terminates Mr. Betts’s employment other than for cause or disability or Mr. Betts terminates his employment following a “termination event,” in either case within one year after a change in control, then Mr. Betts will be entitled to receive a lump sum cash payment equal to 200% of his “base amount,” as that term is defined in Code section 280G.

For purposes of Mr. Betts’s employment agreement, a “termination event” includes any of the following events:

Compensation Committee Report

The Compensation Committee has reviewed and discussed, among other things, the Compensation Discussion and Analysis contained in this proxy statement with the Corporation’s management. Based on such review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

SUMMARY COMPENSATION AND OTHER TABLES

Summary Compensation Table

The Summary Compensation Table below sets forth the total compensation awarded to, earned by or paid to our named executive officers for 2016, 2017, and 2018.

Grants of Plan-Based Awards. There were no grants made to our named executive officers during 2018 out of the Corporation’s 2018 Omnibus Stock Incentive Plan.

The table below shows grants made under the Corporation’s newly established annual cash incentive plan, which plan is discussed previously in this proxy statement in the “Compensation Discussion and Analysis” section above. No cash payouts were made to the named executive officers under the below listed awards with respect to performance achieved during 2018.