Scott Downing
About Scott L. Downing
Scott L. Downing, age 54, is President of SDI Investments (since 2005) and an officer of Lowell Packing Company (since 1997). He holds a BBA in Management from Georgia Southern University and has served on Colony Bankcorp, Inc.’s Board since January 2012, currently as an independent director. His background includes community and policy roles (Dorminy Medical Center Foundation Chair; former Ben Hill County Commissioner; ACCG policy committee Chair for Economic Development and Transportation), and prior service on Colony Bank’s Fitzgerald charter/community board. These credentials reflect regulatory experience, local market knowledge, and prior bank governance exposure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SDI Investments | President | 2005–present | Manages family investments; business oversight |
| Lowell Packing Company | Officer/President | 1997–present | Operations leadership |
| Ben Hill County | Commissioner | Not disclosed | County-level governance; regulatory exposure |
| ACCG Policy Committee (GA) | Chair, Economic Development & Transportation | Not disclosed | Policy leadership on economic/transport topics |
| Colony Bank Fitzgerald (pre-merger) | Director | Until 2008 | Bank governance prior to subsidiary merger |
| Colony Bank Fitzgerald | Community board member | Since 2008 | Ongoing local advisory role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dorminy Medical Center Foundation | Chairman | Current | Community healthcare philanthropy leadership |
Board Governance
- Independence: The Board determined only Messrs. Fountain and Schmitt are not independent; by implication, Mr. Downing is independent under NYSE rules .
- Committee assignments (2024/early-2025 structure):
- Talent Management & Compensation Committee: Member; chaired by Audrey D. Hollingsworth; met 8 times in 2024 .
- Audit Committee: Not listed as a member (Massee Chair; Loomis, Hollingsworth; Joiner joined Mar 1, 2025) .
- Nominating & Governance Committee: Not listed (Mowry Chair; Loomis; Reed) .
- Risk Management Committee: All directors are members; met 4 times in 2024 .
- Attendance: Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings; all incumbent directors attended the 2024 annual meeting .
- Executive sessions: Independent directors met 9 times in executive session during 2024 .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Board cash retainer/fees (Downing) | $52,000 | $52,000 |
| Committee chair fees | Not applicable (Downing not a chair) | Not applicable (Downing not a chair) |
| Policy reference (independent director retainer; chair premium) | Independent director retainer: $48,000; Chairman retainer: $63,000 | Independent director retainer: $48,000; Chairman retainer: $63,000 |
Notes
- Company does not pay committee fees to employee directors; non-employee committee chair premium: $2,500 per committee chaired (not applicable to Downing) .
Performance Compensation
| Grant Year | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting Schedule | Pricing Reference |
|---|---|---|---|---|---|
| 2023 | Jul 1, 2023 | 600 | $5,658 | 3 equal annual installments on each anniversary of grant (Jul 1, 2024/2025/2026) | $9.43 per share grant valuation |
| 2024 | Jul 1, 2024 | 600 | $9,113 | 3 equal annual installments on each anniversary of grant (Jul 1, 2025/2026/2027) | $12.15 per share grant valuation |
Notes
- No option grants, performance share units, or option repricings for directors disclosed; equity awards are time-based restricted stock only .
- Hedging and margin restrictions apply to all directors; company prohibits short-selling and derivative transactions and restricts margin purchases of Company stock .
- Company maintains an NYSE Rule 10D-1-compliant clawback policy (executive focus) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Mr. Downing . |
| Private/non-profit roles | Dorminy Medical Center Foundation Chairman; local community leadership . |
| Shared directorships with CBAN customers/suppliers | Not itemized; Company notes related-party loans to officers/directors and their entities under Regulation O, aggregated (see Related Party Transactions) . |
Expertise & Qualifications
- Regulatory and policy experience (county commissioner; ACCG committee chair), useful for navigating bank regulatory environment .
- Long-tenured local business leadership and prior bank board roles, providing market insight and governance continuity .
- Independent director under NYSE rules, with committee service on Talent Management & Compensation .
Equity Ownership
| Metric | As of Mar 22, 2024 | As of Mar 28, 2025 |
|---|---|---|
| Beneficial shares (Downing) | 226,098 | 226,848 |
| Percent of outstanding | 1.29% | 1.30% |
| Shares outstanding (reference) | 17,558,611 | 17,481,709 |
| Group insider ownership (directors & execs) | 6.59% (1,156,646 shares) | 6.62% (1,156,646 shares) |
| Pledging/Hedging policy | Hedging prohibited; margin purchases restricted (no specific pledging prohibition disclosed) |
Say-on-Pay & Shareholder Feedback
| Item | 2023 Result | 2025 Result |
|---|---|---|
| Say-on-pay votes | For: 11,596,148; Against: 495,516; Abstain: 268,133; Broker non-votes: 2,327,980 | For: 10,007,380; Against: 661,860; Abstain: 341,533; Broker non-votes: 1,912,292 |
| Say-on-pay frequency | Not applicable (triennial frequency vote not on ballot) | 1-Year: 10,027,286; 2-Year: 38,566; 3-Year: 636,512; Abstain: 308,409 |
| Auditor ratification | For: 14,654,977; Against: 9,222; Abstain: 23,839 | For: 12,866,054; Against: 52,819; Abstain: 4,192 |
| Director election (Downing) | For: 12,218,382; Withheld: 141,676; Broker non-votes: 2,327,980 | For: 10,809,454; Withheld: 201,319; Broker non-votes: 1,912,292 |
Related Party Transactions (Conflict Risk)
- Regulation O-compliant lending: As of Dec 31, 2024, officers, executive officers, directors, and entities where they hold ≥10% beneficial interest had aggregate indebtedness to the Bank of $4,038,375.34 outstanding or available. Loans are on market terms, in the ordinary course, and subject to formal board policy and regulatory oversight; specific borrowers are not itemized. Monitor for any transactions with entities where Mr. Downing holds roles (e.g., Lowell Packing Company, SDI Investments), acknowledging no specific disclosures naming such entities in 2024/2025 proxies .
- No material legal proceedings involving directors disclosed in the last 10 years .
Compensation Structure Analysis (Director)
- Cash vs equity mix: Downing’s cash fees remained flat ($52,000 in 2023 and 2024), while restricted stock grant fair value rose (from $5,658 in 2023 to $9,113 in 2024), largely reflecting higher grant valuation/share price and the same 600-share grant size. This indicates a modest shift toward equity alignment year-over-year .
- Director equity grants are time-based RSUs; no performance metrics or option grants for directors are disclosed. Hedging is prohibited, supporting alignment; margin restrictions reduce pledging/leverage risk, though no explicit pledging prohibition is stated for directors .
- Executive pay program (for context overseen by TM&C Committee) uses multi-metric annual incentives (ROAA, EPS, deposit growth, Net NIE, individual goals) and a mix of cash and time-based equity; the committee structure and independence underpin governance quality .
Governance Assessment
- Strengths
- Independent status; active committee role on Talent Management & Compensation; participation in Risk Management Committee .
- Strong ownership alignment with 226,848 shares (1.30% of outstanding), above typical small-cap director levels, plus company-wide hedging restrictions .
- Solid shareholder support for Downing’s election (withheld 1.8% of votes cast in 2025) and consistently high say-on-pay approval, indicating investor confidence .
- Board processes: annual evaluations, regular executive sessions (9 in 2024), and active oversight of cybersecurity and risk .
- Watch items / RED FLAGS
- Related-party loan exposure typical for community banks but warrants monitoring; aggregate loans to insiders and their entities totaled $4.04M at year-end 2024 (not itemized by individual/entity) .
- No explicit director stock ownership guideline disclosure; while Downing’s personal holdings are strong, formal guideline compliance cannot be assessed .
- Minor increase in withheld votes vs 2023 (141,676 to 201,319), still low but track for trend at next meeting .