Jason R. Belcher
About Jason R. Belcher
Jason R. Belcher (age 48) is Chief Operating Officer of First Community Bankshares (FCBC). He joined the bank in 2005, became a corporate officer on March 2, 2015, and was appointed COO effective January 1, 2020. He is a Certified Public Accountant with a B.S. in Business Administration from West Virginia University (1999) and a Master of Accounting and Information Systems from Virginia Tech (2006). FCBC’s 2024 performance metrics tied to executive pay included Adjusted ROATE (target 12.25%), core ROA, core Net Income, and Efficiency; the company delivered 2024 net income of $51.60 million, core ROA of 1.60% (>max), and achieved an annual incentive factor of 64.93% of base salary for NEOs based on these results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Community Bankshares / First Community Bank | Chief Operating Officer | 2020–present | Enterprise operations leadership across bank functions |
| First Community Bankshares / First Community Bank | Chief Risk Officer; Chief Administrative Officer | — (prior to 2020) | Built and oversaw ERM/administration functions |
| First Community Bank (subsidiary) | Market President; Finance & Tax Director; Treasurer | 2005– (various prior roles) | Line/finance leadership roles strengthening market execution and financial management |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tiger Athletic Foundation (Princeton, WV) | Board Member | — | Community engagement and local network development |
| Local high school athletics | Coach | — | Community leadership and team development |
| Church | Deacon; Church Officers Committee | — | Community ties and leadership visibility |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 310,275 | 323,213 | 337,015 |
| Base compensation (annualized as of Dec 31) ($) | — | 329,859 | 340,999 |
| All Other Compensation ($) | 38,042 | 45,261 | 46,453 |
| Retirement plan matching ($) | 23,703 | 28,244 | 29,125 |
| Executive life insurance premium ($) | 4,739 | 7,417 | 7,728 |
| Perquisites (auto allowance, etc.) ($) | 9,600 | 9,600 | 9,600 |
Notes
- 2024 perquisites consist of automobile allowance ($9,600) .
- Base compensation increases are set annually by the Compensation & Retirement Committee (CRC) .
Performance Compensation
Annual incentive (cash)
- Plan design and metrics: Baseline tied to Adjusted ROATE (threshold 11.00% = 20% of base; target 12.25% = 40%; max 15.25% = 80%). KPI modifiers (equally weighted): core ROA (target 1.11%), core Net Income, Efficiency (target 60.46%); thresholds at 85% of target; max at 115% .
- 2023 performance paid in 2024: Resulting payout was 30.96% of annualized base salary (based on core ROAE and KPIs) .
- 2024 performance to be paid in March 2025: Company achieved Adjusted ROATE of 14.02% (baseline 60.32%); KPIs above target; expected payout 64.93% of annualized base salary for NEOs; Belcher award: $221,426 .
| Annual Incentive (Cash) | 2023 Performance (paid 2024) | 2024 Performance (to be paid 2025) |
|---|---|---|
| Payout as % of base | 30.96% | 64.93% |
| Belcher cash amount ($) | 102,122 | 221,426 |
Long-term equity (PRSUs)
- Instrument and vesting: Performance Restricted Stock Units (PRSUs) with 3-year cliff vesting; 2024 grant vests contingent on minimum 3-year rolling ROAE of 8.5% .
- 2024 grants and disclosure: Belcher received 2,427 PRSUs on May 29, 2024 (grant-date fair value $82,494) .
- Outstanding awards at 12/31/2024 (market value at $41.64): 2022 grant 2,727 ($113,552); 2023 grant 3,132 ($130,417); 2024 grant 2,427 ($101,060) .
| PRSU Cohort | Grant Date | Units | Vesting | Market Value at 12/31/2024 ($) |
|---|---|---|---|---|
| 2022 PRSUs | May 24, 2022 | 2,727 | 3-year cliff, perf-based | 113,552 |
| 2023 PRSUs | May 23, 2023 | 3,132 | 3-year cliff, perf-based | 130,417 |
| 2024 PRSUs | May 29, 2024 | 2,427 | 3-year cliff; 3-yr ROAE ≥ 8.5% | 101,060 |
Additional observations
- FCBC states 100% of annual long‑term incentives are performance-based; no option backdating or repricing; no single-trigger CoC cash payments; no tax gross-ups; clawback policy in place .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (2/25/2025) | 19,544 shares; includes 4,227 KSOP shares; less than 1% of shares outstanding |
| Unvested PRSUs (not in beneficial tally) | 2,727 (2022); 3,132 (2023); 2,427 (2024) |
| Options outstanding at 12/31/2024 | None; exercised 7,384 options in 2024 (value realized $99,832) |
| Pledging/hedging | Anti-hedging policy prohibits hedging, short sales, options, and holding stock in margin accounts; no pledging disclosed for Belcher |
| Stock ownership guidelines | NEO guideline = 2.5x base salary (CEOs 3.5x); must hold net shares from vesting/exercise until compliant; as of 12/31/2024, all officers and directors were compliant or making satisfactory progress |
Employment Terms
- Employment agreements: All NEOs, including Belcher, have written agreements consistent with the prototype filed Aug 27, 2024; 3‑year term with automatic annual extensions, no tax gross‑ups, and uniform terms across NEOs .
- Severance (non‑change‑in‑control): 18 months of base salary continuation plus continued health and other benefits for up to 18 months upon termination without Cause or for Good Reason (subject to release and restrictive covenant compliance) .
- Change‑of‑control protection (double‑trigger): Within 36 months after a Change of Control, if terminated without Cause, for Good Reason, or upon non‑renewal, 36 months of base salary continuation plus continuation of benefits (280G cutback applies) .
- Restrictive covenants: Non‑compete, non‑solicit, and other loyalty/restrictions effective during employment and for 18 months post‑termination; confidentiality obligations extend beyond termination; policies mirror the filed prototype .
- Clawback: Adopted Oct 24, 2023, recouping erroneously received incentive-based compensation following a restatement; applies regardless of misconduct .
- Anti‑hedging: Prohibits hedging, derivative transactions, short sales, and holding shares in margin accounts; enhanced blackout rules for insiders .
Potential incremental payouts (as of 12/31/2024 scenario analysis)
| Scenario | Salary & Benefits ($) | Equity Acceleration ($) | Deferred Comp ($) | SERP ($) | Exec Life Ins. ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without Cause | 529,077 | — | 165,372 | 18,676 | 5,647 | 718,772 |
| Change in control termination | 1,022,997 | 345,029 | 165,372 | 32,223 | 5,647 | 1,571,268 |
Performance & Track Record (Company context for pay-for-performance)
- 2024 highlights: Return on tangible common equity 14.48%; core ROA 1.60%; net income $51.60 million; increased regular cash dividend for the 15th consecutive year; repurchased 257,294 shares; allowance for credit losses 1.44% of total loans; NPAs/Assets 0.83%; well-capitalized .
- Pay versus performance: 5‑year cumulative TSR value of $161.84 on $100 invested vs peer group $120.02; 2024 ROAE 10.03% .
Governance, Risk, and Shareholder Feedback
- Related party transactions: None requiring disclosure in 2024; insider lending compliant with regulations .
- Section 16 compliance: All filings were timely for 2024 .
- Say‑on‑pay: ~97% approval in 2024; ongoing shareholder engagement cited .
- Compensation benchmarking: Aon engaged; peer group centered on publicly traded U.S. banks with $80–$330 million revenues; elements benchmarked to peers .
Investment Implications
- Pay-for-performance alignment: Belcher’s variable pay is anchored to profitability and efficiency (Adjusted ROATE, core ROA, core Net Income, Efficiency), and PRSUs require multi‑year ROAE performance, aligning incentives with sustained returns .
- Vesting and potential selling pressure: Three PRSU tranches (2022–2024) cliff‑vest on 3‑year schedules subject to performance; aggregate year‑end 2024 market value of unvested PRSUs was $345,029, creating identifiable vesting events that may influence trading windows and liquidity around vest dates .
- Retention risk and protections: Agreements provide 18‑month severance for non‑CoC terminations and 36‑month double‑trigger CoC protection, plus 18‑month non‑compete/non‑solicit—collectively reducing near‑term flight risk while preserving alignment via performance‑based equity and a clawback .
- Ownership alignment/pledging: Beneficial ownership is modest (<1%) with additional exposure through unvested PRSUs and KSOP; anti‑hedging and no pledging disclosure for Belcher support alignment and lower governance risk .
- Shareholder sentiment: Strong say‑on‑pay support (97%) and peer‑anchored design suggest low compensation‑governance controversy risk near term .
Sources: FCBC 2025 DEF 14A and 2024 8‑K exhibits as cited above.