T. Heath Fountain
About T. Heath Fountain
T. Heath Fountain (age 49) is Chief Executive Officer of Colony Bankcorp, Inc. (CBAN) and a director since July 2018; he served as Acting CFO from Jan 2023–Jan 2024 and President from Jul 2018–Sep 2022. He holds a BBA in Accounting from the University of Georgia and has extensive banking experience, including CEO of Planters First Bank and CFO of Heritage Financial Group . Pay-versus-performance disclosures show CAP rising with TSR and Net Income in 2024: CAP $998,881 vs $627,005 in 2023; TSR value of initial $100 rose to $121.35 in 2024; Net Income rose to $23.868M . CBAN’s board separates CEO and Chair roles (Chair: Mark H. Massee), which mitigates CEO+Chairman dual-role concerns; Fountain is not independent under NYSE rules .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Colony Bankcorp, Inc. | CEO; Director | CEO since Jul 2018; Director since Jul 2018 | Led strategy, growth, ethics; served as Acting CFO (Jan 2023–Jan 2024) and President (Jul 2018–Sep 2022) |
| Planters First Bank | President & CEO | 2015–2018 | Led turnaround and local market execution |
| Heritage Financial Group | EVP & CFO | 2007–2015 | Public-company finance leadership; M&A culmination in sale to Renasant Bank |
External Roles
No other current public company directorships disclosed for Fountain in the proxy biographies .
Fixed Compensation
| Year | Base Salary ($) | Director Fees ($) | All Other Compensation ($) |
|---|---|---|---|
| 2024 | 491,063 | 18,000 | 59,938 (car, insurance, club dues, dividends, disability, 401k match) |
| 2023 | 485,000 | 18,000 | 52,175 (car, insurance, interest on deferred bonus, club dues, dividends, disability, 401k match) |
- 2025 base salary set to $535,000; change eliminates board fees for inside directors, rolling $18,000 into salary to streamline reporting; no significant change to total comp .
Performance Compensation
| Year | Cash Incentive (Bonus) ($) | Equity Grant Fair Value ($) |
|---|---|---|
| 2024 | 294,638 | 110,565 |
| 2023 | 58,200 | 28,260 |
| 2022 | 109,125 | 45,630 |
Annual Incentive Plan Mechanics (2024 performance measured; paid in 2025)
| Metric | Weighting | Target | Actual | Payout Structure | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Operating ROAA > 0.83% | 25% | >0.83% | Not disclosed | 80% paid in 2025, 20% in 2026 | As noted |
| Operating EPS > $1.44 | 25% | >$1.44 | Not disclosed | 80% paid in 2025, 20% in 2026 | As noted |
| Organic Deposit Growth > $49.418M | 20% | >$49.418M | Not disclosed | 80% paid in 2025, 20% in 2026 | As noted |
| Net Operating NIE / Avg Assets < 1.39% | 20% | <1.39% | Not disclosed | 80% paid in 2025, 20% in 2026 | As noted |
| Individual Performance Goals | 10% | As set | Not disclosed | 80% paid in 2025, 20% in 2026 | As noted |
- 2023 incentives were paid 60% cash in 2024 with the remaining 40% over the next three years .
Equity Awards and Vesting Schedules
| Year-end | Unvested RSUs (#) | Vesting Timeline |
|---|---|---|
| 2024 | 12,100 | Grants: 7/1/2022 vest 7/1/2025; 7/1/2023 vest 7/1/2025 & 7/1/2026; 7/1/2024 vest 7/1/2025, 7/1/2026, 7/1/2027 |
| 2023 | 9,000 | Grants: 7/1/2021 vest 7/1/2024; 7/1/2022 vest 7/1/2024 & 7/1/2025; 7/1/2023 vest 7/1/2024, 7/1/2025, 7/1/2026 |
| 2022 | 11,000 | Grants: 7/1/2021 vest 7/1/2023 & 7/1/2024; 7/1/2022 vest 7/1/2023, 7/1/2024, 7/1/2025 |
- Market value basis: $16.14 closing price on 12/31/2024 for RSU valuation .
- No option grants are disclosed for Fountain; company plan has outstanding options overall but per-executive options not listed for the CEO .
Equity Ownership & Alignment
| As of Date | Beneficial Ownership (Shares) | % of Outstanding |
|---|---|---|
| Mar 28, 2025 | 91,511 (incl. 2,600 UTMA for his children) | 0.52% (based on 17,481,709 shares) |
- Hedging, short-selling, and margin purchases are prohibited by policy; trading subject to blackout windows and pre-clearance by General Counsel .
- Pledging is restricted for shares acquired via the Stock Purchase Plan company match (1-year holding/transfer prohibition); broader pledging policy not specifically disclosed .
- Director equity awards accrue dividends on unvested shares; Fountain received dividends on restricted stock included in “All Other Compensation” .
Employment Terms
| Item | Key Terms |
|---|---|
| Agreement Effective | New CEO employment agreement effective Jul 30, 2024 (executed Jul 22, 2024), three-year term to Jul 30, 2027 |
| Base Salary (Agreement) | $499,550 initial under agreement; 2025 salary $535,000 reflecting structural change (inside directors no longer receive board fees) |
| Severance (No CIC or >12 months post-CIC) | Salary continuation equal to remaining term or 12 months minimum, paid in installments |
| Severance (Within 12 months post-CIC) | 2.5x (current base salary + prior-year annual bonus), lump sum within 30 days |
| Restrictive Covenants | Non-compete and non-solicit during employment and 12 months post-termination (or longer if severance paid); confidentiality covenants |
| Clawback Policy | Company maintains NYSE/Rule 10D-1-compliant clawback for erroneously awarded comp upon restatement |
Board Governance
- Independence: Fountain is not independent (executive officer); six of eight directors are independent post-meeting .
- Leadership: Roles separated; Chair is independent (Massee), CEO is Fountain; no Lead Independent Director designated .
- Executive Sessions: Independent directors met nine times in 2024 .
- Attendance: Board met eight times in 2024; all directors attended >75% of meetings and attended the 2024 annual meeting .
Board Service and Roles
| Board | Role | Years of Service | Committee Roles |
|---|---|---|---|
| Colony Bankcorp, Inc. | Director | Since Jul 2018 | Committees comprise independent directors; no committee assignments for Fountain |
Director Compensation (Fountain)
| Year | Cash Retainer ($) | Equity |
|---|---|---|
| 2024 | 18,000 | Inside directors do not receive committee fees; equity awards are for non-employee directors—Fountain did not receive director equity grants |
- Structural change in 2025: inside-director board fees eliminated and reflected in CEO salary .
Performance & Track Record
| Year | CEO CAP ($) | Avg NEO CAP ($) | TSR Value of $100 | Net Income ($) |
|---|---|---|---|---|
| 2024 | 998,881 | 541,914 | 121.35 | 23,868,000 |
| 2023 | 627,005 | 388,424 | 104.81 | 21,747,000 |
| 2022 | 650,538 | 567,333 | 75.10 | 19,542,000 |
- Business footprint: CBAN operates 36 locations in GA and serves AL and North Florida; launched insurance products via CBAN Customer Synergy, LLC .
- No material legal proceedings and no disclosed integrity issues for Fountain; no delinquent Section 16(a) reports disclosed for Fountain in 2024 .
Compensation Structure Analysis
- Mix and momentum: CEO total comp increased from $623,635 in 2023 to $956,204 in 2024, driven by higher annual incentive and equity grants amid improving performance and market competitiveness .
- Equity emphasis: RSUs vest over multi-year schedules (2025–2027), creating ongoing retention hooks and alignment; no options disclosed for CEO .
- Incentive design: Clear financial performance metrics (ROAA, EPS, deposit growth, operating efficiency) govern annual cash incentives with deferred components to promote sustained performance .
Risk Indicators & Red Flags
- Governance: No Lead Independent Director; however, Chair is independent and roles are separated .
- Hedging/Margin: Prohibited; mitigates misalignment or speculative behavior .
- Related Party Loans: Subject to strict Regulation O/W and board policy; aggregate related loans outstanding/available disclosed company-wide, not specific to Fountain .
- Legal/SEC: No material proceedings; no CEO-related investigations disclosed .
- Clawbacks: Policy in place per NYSE/Rule 10D-1 .
Investment Implications
- Alignment and retention: Multi-year RSU vesting (12,100 shares unvested at 2024 YE with tranches vesting 2025–2027) and deferred bonus payments support retention and alignment; near-term supply dynamics may include tax-withholding on vest dates (7/1/2025, 7/1/2026, 7/1/2027) .
- Performance-linked pay: Incentive metrics tied to ROAA, EPS, deposits, and cost efficiency indicate a focus on core bank profitability and growth—supportive for shareholders if targets are met or exceeded .
- Governance balance: CEO not independent but Chair is independent and committees are fully independent; absence of a Lead Independent Director slightly detracts from best-practice optics, though executive sessions (9x in 2024) and committee oversight mitigate risk .
- Trajectory: Rising Net Income and TSR from 2022 to 2024 are positive signals; continued equity vesting and pay structure suggest management confidence and retention intent .
All figures and statements are sourced from CBAN’s DEF 14A proxy statements: 2025 (Apr 17, 2025) [1:x], 2024 (Apr 11, 2024) [2:x], 2023 (Apr 12, 2023) [3:x].