Leonard Bateman Jr.

About Leonard Bateman Jr.

Leonard Bateman Jr., age 52, serves as Executive Vice President and Chief Credit Officer of Colony Bankcorp, Inc. (CBAN) since May 2020, after joining as Senior Credit Officer in May 2019; he leads credit risk policy, approvals, administration, and portfolio analytics . He previously was Director, President & CEO of Calumet Bank (LaGrange, GA) from Aug 2012–May 2019, where Calumet performed in the top quartile on multiple credit metrics during the Great Recession; earlier roles included Chief Lending Officer at Calumet and Regional Credit Officer at Flag Bank; he has ~26 years of banking experience . As context for incentive alignment, company net income rose from $19.542m (2022) to $21.747m (2023) to $23.868m (2024), and the value of an initial $100 investment based on company TSR improved from $75.10 (2022) to $104.81 (2023) to $121.35 (2024) .

Past Roles

External Roles

Fixed Compensation

2025 base salary (approved) and realized pay from the Summary Compensation Table (SCT).

• 2025 base salary approved | Metric | 2023 | 2024 | 2025 | |---|---:|---:|---:| | Base Salary (USD) | $230,000 | $245,000 | $255,000 |

• Realized compensation (SCT) | Metric | 2023 | 2024 | |---|---:|---:| | Salary (USD) | $230,000 | $245,000 | | Bonus – Non-Equity (USD) | $18,400 | $98,000 | | Stock Awards – Grant-Date FV (USD) | $14,130 | $41,662 | | All Other Compensation (USD) | $33,566 | $33,727 | | Total (USD) | $296,096 | $418,389 |

Notes: “All Other Compensation” detail includes items such as car allowance, life/disability insurance premiums, dividends on restricted stock, and 401(k) match .

Performance Compensation

• Annual cash incentive (plan design for 2024 performance, paid beginning 2025) | Metric | Weighting | 2024 Company Target | Actual | Payout Formula/Result | Payout timing | |---|---:|---|---|---|---| | Operating ROAA | 25% | > 0.83% | Not disclosed | Not disclosed | 80% paid in cash in 2025; remaining balance paid in 2026 | | Operating EPS | 25% | > $1.44 | Not disclosed | Not disclosed | 80% paid in cash in 2025; remaining balance paid in 2026 | | Organic customer deposit growth | 20% | > $49.418 million | Not disclosed | Not disclosed | 80% paid in cash in 2025; remaining balance paid in 2026 | | Net operating non-interest expense / avg assets | 20% | < 1.39% | Not disclosed | Not disclosed | 80% paid in cash in 2025; remaining balance paid in 2026 | | Individual goals | 10% | Company-set | Not disclosed | Not disclosed | 80% paid in cash in 2025; remaining balance paid in 2026 |

• Paid bonuses (realized) | Year | Bonus – Non-Equity (USD) | |---|---:| | 2023 | $18,400 | | 2024 | $98,000 |

• Equity awards (RSUs) | Snapshot date | Unvested RSUs (#) | Market value (USD) | Pricing basis | |---|---:|---:|---| | 12/31/2024 | 5,129 | $82,782 | $16.14 close on 12/31/2024 |

• RSU vesting schedule (by grant) | Grant date | Award type | Vesting schedule | Upcoming vest dates | |---|---|---|---| | Jul 1, 2022 | Restricted Stock | Cliff vests on Jul 1, 2025 (subject to continued employment) | Jul 1, 2025 | | Jul 1, 2023 | Restricted Stock | 2 equal annual installments on Jul 1, 2025 and Jul 1, 2026 (subject to continued employment) | Jul 1, 2025; Jul 1, 2026 | | Jul 1, 2024 | Restricted Stock | 3 equal annual installments on Jul 1, 2025, 2026, 2027 (subject to continued employment) | Jul 1, 2025; Jul 1, 2026; Jul 1, 2027 |

No stock options are shown for Mr. Bateman in the outstanding awards disclosure; the table reports only restricted stock holdings for him .

Equity Ownership & Alignment

Employment Terms

• Employment agreement: Two-year term (expiring January 19, 2027); provides opportunity for annual bonus and participation in benefit plans .

• Severance and change-in-control (CIC) economics: | Scenario | Cash severance | Structure/notes | |---|---:|---| | Termination without cause/disability or resignation for good reason (absent a CIC or >12 months post-CIC) | $255,000 | Equal to 1.0× current base salary, paid in installments | | Termination without cause/disability or resignation for good reason (within 12 months following a CIC) | $477,207 | 1.5× (base salary + prior-year bonus) paid in lump sum within 30 days |

• Restrictive covenants: Non-compete and employee/customer non-solicitation during employment and for 12 months post-termination (or longer if severance is paid), plus standard confidentiality covenants; severance contingent on a release .

• Company clawback policy (NYSE Rule 10D-1 compliant): Recovers erroneously awarded incentive compensation after a required restatement .

• Insider trading controls: Policy prohibits hedging/short sales, restricts margin purchases, imposes blackout periods, and requires GC pre-approval before trading .

Performance & Track Record

• Credit leadership and prior-cycle results: As Calumet Bank CEO during the Great Recession, the bank “performed in the top quartile in multiple credit metrics,” indicating conservative credit culture and discipline carried into his CBAN role .
• Company performance context: Net income increased from $19.542m (2022) to $21.747m (2023) to $23.868m (2024), while the TSR-based value of an initial $100 investment improved from $75.10 (2022) to $104.81 (2023) to $121.35 (2024) .

Say-on-Pay & Shareholder Feedback (context)

• 2025 say-on-pay: For 10,007,380; Against 661,860; Abstain 341,533; Broker non-votes 1,912,292 .
• 2025 frequency of say-on-pay: “1 Year” received the most votes (1 Year 10,027,286; 2 Year 38,566; 3 Year 636,512; Abstain 308,409) .

Compensation Structure Analysis

• Mix shift and pay-for-performance: Bateman’s bonus and equity grant values rose materially YoY (bonus: $18,400 → $98,000; stock awards: $14,130 → $41,662), consistent with the company’s improved earnings/TSR context and the plan’s operating targets; base salary increased modestly ($230k → $245k; 2025 approved at $255k) .
• Program design: 2024 AIP emphasized ROAA (25%), operating EPS (25%), organic deposit growth (20%), cost discipline via Net NIE/avg assets (20%), and individual objectives (10%); payments are staged (80% in 2025; remainder in 2026), aiding retention .
• Equity incentives: Multi-tranche RSU vesting on July 1 of 2025/2026/2027 aligns with sustained service and performance while creating predictable vesting dates .

Investment Implications

• Alignment and ownership: Bateman owns 29,973 shares (0.17% of outstanding), with 5,129 unvested RSUs valued at $82,782 at year-end; policies prohibit hedging and margin trading, and the company maintains an NYSE-compliant clawback, supporting alignment and governance hygiene .
• Vesting and potential selling pressure: RSU tranches vest on Jul 1, 2025/2026/2027; while blackout and pre-clearance apply, those dates can be catalysts for liquidity events (or post-vesting retention signals if holdings are maintained) .
• Retention risk and CIC economics: A 1.0× salary severance absent CIC and 1.5× salary+prior-year bonus within 12 months post-CIC provide moderate protection; not overly generous but competitive, indicating balanced retention economics without excessive golden parachutes .
• Pay design focus: AIP targets on profitability (ROAA/EPS), organic funding (deposit growth), and expense discipline (Net NIE/avg assets) should incentivize prudent credit growth and efficiency—key levers under the CCO’s remit .
• Shareholder support: 2025 say-on-pay passed with substantial “For” votes (10.0m vs 0.66m “Against”), signaling investor acceptance of the compensation framework .