First Community (FCCO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 21, 2025, to elect directors, approve executive compensation, determine Say-on-Pay frequency, amend the equity incentive plan, ratify auditors, and address other business.

• Shareholders of record as of March 14, 2025, are eligible to vote; materials are distributed primarily via internet to reduce costs and environmental impact.

• Voting can be done in person, by mail, phone, or internet; proxy voting is encouraged for convenience.

Voting matters and shareholder proposals

• Election of five directors: four Class I nominees for three-year terms and one Class II nominee for a one-year term.

• Advisory vote on executive compensation (Say-on-Pay) and on the frequency of future Say-on-Pay votes, with the board recommending annual votes.

• Proposal to amend the 2021 Omnibus Equity Incentive Plan to increase authorized shares by 450,000, up to 675,000 shares.

• Ratification of Elliott Davis, LLC as independent auditors for 2025.

• Adjournment proposal to allow meeting continuation if necessary for quorum or additional votes.

• Shareholder proposals for the 2026 meeting must be submitted by December 12, 2025.

Board of directors and corporate governance

• Board consists of 12 members in three staggered classes; majority are independent per Nasdaq standards.

• Leadership transition: J. Ted Nissen became CEO of the bank effective July 1, 2024.

• Board committees (audit, compensation, nominating) are fully independent; chairman is an independent director.

• Stock ownership guidelines require significant holdings by directors and executive leadership.

• Insider trading policy prohibits short sales, hedging, and pledging of company securities.