Michael Mayer
About Michael Mayer
Michael G. Mayer (age 65) is President of First Bancorp and a member of its Board. He became President of First Bank in 2014, joined First Bank’s board the same year, was named CEO of First Bank in 2017, became President of First Bancorp in 2016, and was appointed to First Bancorp’s Board in 2017 . He is an executive (not independent) director; the Board maintains a Lead Independent Director and holds regular executive sessions to offset independence concerns under a combined Chair/CEO structure (Richard H. Moore is both Chair and CEO) . Company performance metrics used to evaluate management include diluted EPS (D‑EPS), retail deposit growth, and efficiency ratio; for 2024, Adjusted D‑EPS was $2.77 (GAAP D‑EPS $1.84), net income $76.2M, and NIM of 2.91% . Five‑year TSR (2019–2024) for FBNC was 124.28 versus 143.68 for the S&P US BMI Banks Industry Group index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Bank (subsidiary) | President; Director | 2014–present | Led operating subsidiary; elevated to CEO of First Bank in 2017 . |
| First Bancorp (parent) | President; Director | President since 2016; Director since 2017 | Executive leadership and board governance at holding company . |
| 1st Financial Services Corp. (Mountain 1st Bank & Trust) | Chief Executive Officer | 2010–2014 | Led bank through to acquisition in 2014 . |
| Carolina Commerce Bank | President & CEO | 2009–2010 | Senior leadership of community bank . |
| Colony Signature Bank (In Organization) | President & CEO | 2007–2009 | Pre‑opening leadership; senior banking roles overall career (43+ years) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships or external roles disclosed in the proxy . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual AIP Paid ($) | Discretionary Bonus ($) |
|---|---|---|---|---|
| 2023 | 765,385 | 75% | 130,491 (paid 50% cash, 50% stock) | — (none in 2023 for Mayer) |
| 2024 | 775,000 | 75% | 486,506 (paid 100% cash due to succession plan) | 142,860 (incremental recognition) |
Performance Compensation
| Metric (2024 AIP) | Threshold | Target | Maximum | Weight | Actual 2024 | Performance % |
|---|---|---|---|---|---|---|
| Diluted EPS (Adjusted) | $2.54 | $3.16 | $3.65 | 50% | $2.77 | 34.3% |
| Retail Deposit Growth | 1.7% | 3.7% | 5.7% | 25% | 5.10% | 32.9% |
| Efficiency Ratio | 61.9% | 57.2% | 54.3% | 25% | 60.4% | 16.5% |
| Total | — | — | — | 100% | — | 83.7% |
Notes:
- 2024 AIP payout percentage for executive officers was 83.7%; Mayer’s 2024 incentive was delivered entirely in cash in light of succession actions .
- 2023 AIP metrics (for context): D‑EPS (0% payout), regional loan growth (19.7%), retail deposit growth (25.2%), efficiency ratio (0%); total payout 44.9% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 115,552 shares (includes 1,017 held by spouse); <1% of shares outstanding . |
| Shares Outstanding (Record Date) | 41,339,783 (as of March 7, 2025) . |
| Stock Ownership Guidelines (NEOs) | Hold ≥ 1× base salary; Moore 3×; Mayer and Moore must retain 50% of granted shares until retirement . |
| Hedging/Pledging Policy | Prohibits hedging, short sales, and pledging of Company stock . |
| Director Ownership Policy | Directors must own ≥ 5× cash annual director compensation; all in compliance . |
Unvested/Outstanding Equity (as of 12/31/2024):
| Grant Date | Unvested Shares (#) | Market Value ($) | Vesting Date |
|---|---|---|---|
| 6/20/2022 (Retention grant) | 17,657 | 776,378 | 6/20/2025 |
| 6/27/2023 (Retention grant) | 21,188 | 931,636 | 6/27/2026 |
| 7/23/2024 (Retention grant) | 16,606 | 730,166 | 7/23/2027 |
| 1/24/2023 (AIP equity, 2022 performance) | 2,936 (unearned) | 129,096 | 12/31/2025 (remaining tranches) |
| 3/8/2024 (AIP equity, 2023 performance) | 2,466 (unearned) | 108,430 | 12/31/2025–2026 (remaining tranches) |
Vesting/Realization (2024):
- Shares vested: 15,500; value realized on vesting: $673,995 .
Insider Transactions (selling pressure):
- Reported open‑market sale of 3,000 shares on May 12, 2025 at $42.96 ($128,880) .
- Form 4 filings indicate ongoing Section 16 reporting; late filings were noted across several insiders in 2024, including Mayer (vendor miscommunication/misunderstanding, since remediated) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Term | One‑year; auto‑renews unless notice of non‑renewal . |
| Severance (Without Cause) | Lump sum equal to base salary remaining in term plus accrued PTO; Company pays COBRA premiums for one year . |
| Change‑in‑Control (Mayer) | If terminated without cause or resigns for good reason within 1 year post‑CIC: cash equal to remainder of agreement term base salary + accrued PTO + COBRA for one year (does not include 2.99× multiplier used for other NEOs) . |
| Non‑Compete/Non‑Solicit | Restricted period 12 months; geography: 25‑mile radius of any First Bank branch (for Mayer) . |
| Confidentiality | 10 years post‑termination (Mayer) . |
| Equity Acceleration | 2014 and 2024 Equity Plans provide automatic vesting upon change‑in‑control under certain circumstances . |
| Clawbacks | Excess Incentive‑Based Compensation Recovery Policy adopted Oct 2023 pursuant to SEC/NASDAQ rules; 3‑year lookback for restatements, regardless of misconduct . |
| Deferred Compensation (Retention) | $1,000,000 retention (2018) fully vested Feb 2023; $500,000 retention (2022) vests 25% per year over four years; aggregate balances at 12/31/2024: $599,586 (executive contributions plan) and $1,739,654 (retention plan) . |
Board Governance
- Board independence and dual‑role implications: combined Chair/CEO (Moore) with Lead Independent Director structure; Mayer serves as an executive director and is not independent . Executive sessions (without management) occurred three times in 2024 .
- Committee memberships: Mayer serves on the Risk Committee; Chair of Risk Committee is Moore; other committees (Audit, Compensation, Nominating) are comprised solely of independent directors .
- Board meeting attendance: all director nominees attended at least 75% of Board and standing committee meetings .
Director Compensation
- Non‑employee directors receive $37,500 cash plus ~$37,500 in stock annually; additional cash fees for Lead Independent Director and Audit Chair; no meeting fees . Mayer is an employee director; director cash/stock retainer disclosures apply to non‑employee directors .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 96% .
- 2023 say‑on‑pay approval: 94% .
- Compensation consultant: Pearl Meyer engaged in January 2022; peer group of 21 banks used to target ~50th percentile; minimal changes in 2023–2024 without renewed consultant engagement .
Performance & Track Record
| Metric | 2024 Result |
|---|---|
| Net Income | $76.2M (GAAP) |
| Diluted EPS | $1.84 (GAAP); Adjusted D‑EPS $2.77 |
| NIM (tax‑equivalent) | 2.91% (down from 3.06% in 2023; improved in H2’24) |
| Asset Quality | NPAs $46.9M; 0.39% of total assets; net loan charge‑offs 0.07% of average loans |
| Capital Ratios | Leverage ratio 11.15%; total risk‑based capital 16.63% |
| 5‑Year TSR (2019–2024) | FBNC 124.28 vs S&P US BMI Banks 143.68; Russell 2000 142.93 |
Investment Implications
- Pay‑for‑performance alignment: Mayer’s AIP target is high (75% of salary), and 2024 payouts reflected Adjusted D‑EPS and deposit growth results (total payout 83.7%), but succession actions moved his 2024 incentive entirely to cash, and his 2025 compensation removes AIP participation while setting salary at $650,000 through February 2026—reducing near‑term equity‑linked comp risk but also retention via fixed pay .
- Equity overhang/insider supply: Significant unvested restricted stock across three annual retention grants (~55K+ shares), plus unearned AIP tranches; vesting milestones (2025–2027) may create episodic selling pressure. Hedging and pledging are prohibited, and NEO ownership/retention policies require continued holding, partially mitigating supply risk .
- Change‑in‑control economics: Mayer’s CIC terms are materially more modest than 2.99× structures seen for other NEOs, indicating lower golden‑parachute exposure while equity plans provide standard vesting acceleration on CIC .
- Governance risk: Executive director status (not independent), combined Chair/CEO role (Moore), and committee chairing of Risk by management underscore reliance on Lead Independent Director and executive sessions; independence mitigants are in place, but governance remains a monitoring point for investors .
- Trading signals: Documented insider sales in 2025 (e.g., 3,000 shares at $42.96) and the cadence of vesting events suggest watching 10b5‑1 activity and Form 4s around annual grant/vesting dates for supply signals .
Appendix: Additional Context on 2024 AIP Inputs
- The Compensation Committee substituted Adjusted D‑EPS ($2.77) for GAAP D‑EPS ($1.84) due to the Hurricane Helene provision ($13.0M pre‑tax) and a securities loss‑earnback transaction ($36.8M pre‑tax) in Q4’24; reconciliations provided in the proxy appendix .
Total Shareholder Return (Index Values: $100 initial investment)
| Index | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| FBNC | 100.00 | 87.28 | 120.15 | 115.15 | 102.20 | 124.28 |
| S&P US BMI Banks | 100.00 | 87.24 | 118.61 | 98.38 | 107.32 | 143.68 |
| Russell 2000 | 100.00 | 119.96 | 137.74 | 109.59 | 128.14 | 142.93 |