C. Jimmy Chao
About C. Jimmy Chao
C. Jimmy Chao, 69, is a Class III director and has served on First Community Corporation’s board since formation in 1994; he has been independent Chairman of the Board since May 19, 2021 after serving as Vice Chair from May 2020 to May 2021 . He is President and CEO of Chao and Associates, Inc., an engineering firm he founded in 1987; he holds an M.S. in Structural Engineering from the University of South Carolina and completed all Ph.D. coursework, maintains Professional Engineer licenses across multiple states, and is a member of ASCE, NSPE, and SAME . In 2009 he was named South Carolina Civil Engineer of the Year; he is adjunct faculty at USC’s Department of Civil and Environmental Engineering since 2011, and has held public oversight roles (Board of Registration for Professional Engineers and Surveyors—appointed 2017; Chair 2022–2024; current Southern Zone Assistant VP of NCEES) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Community Corporation | Director; Vice Chair; Chairman (independent) | Director since 1994; Vice Chair May 2020–May 2021; Chairman since May 19, 2021 | Independent Board Chair structure separates Chair/CEO roles, enhancing oversight |
| Chao and Associates, Inc. | President & CEO | Since 1987 | Leads structural/civil engineering and land surveying firm; deep small-business market insight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of South Carolina | Adjunct Professor, Civil & Environmental Engineering | Since 2011 | Academic engagement; design review committee member |
| SC Board of Registration for Professional Engineers & Surveyors | Board Member; Chair | Appointed 2017; Chair 2022–2024 | Professional licensure oversight (public interest) |
| National Council of Examiners for Engineering and Surveying (NCEES) | Southern Zone Assistant Vice President | Current | National standards leadership |
| Educational Foundation of Lexington School District One | Past Chair | Prior to 2025 | Community education governance |
| Capital City Lake Murray Country Regional Tourism Board | Past Chair | Prior to 2025 | Regional economic/tourism governance |
Board Governance
- Independence: The board determined Chao is independent under Nasdaq standards; a majority of FCCO’s directors are independent .
- Leadership: FCCO intentionally separates CEO and Chair roles; Chao has served as independent Chairman since May 19, 2021, with rationale focused on governance effectiveness and management focus .
- Attendance: The board met 12 times in 2024; each director attended at least 75% of combined board and committee meetings; seven directors attended the 2024 Annual Meeting in person .
- Committees: 2024 committee membership lists do not include Chao (Audit Chair: Sosebee; members: Hollar, Jones, Kitchens; Compensation Chair: Brown; members: Layden, Reynolds, Snipe, Todd; Nominating Chair: Todd; members: Reynolds, Snipe, Sosebee) .
- Risk oversight and ethics: Board maintains a Code of Business Conduct and Ethics; ongoing reexamination of leadership structures; insider trading policy pre-clearance requirements and restrictions on hedging, short sales, and pledging .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Chairman Retainer (2024) | $14,500 | Annual cash retainer for Chairman |
| Per Board Meeting Fee (Chairman) | $1,350 | Fee per board meeting for Chairman |
| Fees Earned or Paid in Cash (2024) | $36,700 | Total cash fees for Chao in 2024 |
| Stock Awards (Grant-Date Fair Value) | $21,995 | Restricted stock grant valued per FASB ASC 718 |
| Total 2024 Director Compensation | $58,695 | Cash + equity; no options outstanding |
| Equity Grant (shares) | 1,224 | Granted Feb 20, 2024 to each non-employee director |
| Equity Grant (per-share value) | $17.97 | Grant-date price; unvested at 12/31/2024; fully vested Jan 1, 2025 |
Performance Compensation
| Metric Category | Structure | Disclosed Targets/Measures | Notes |
|---|---|---|---|
| Director equity awards | Time-based restricted stock | None disclosed for directors | 1,224 RS shares granted 2/20/2024; vested 1/1/2025 |
| Plan safeguards | Governance features | No repricing; double-trigger vesting on CoC; no dividends on unvested performance awards | Annual director award cap $140,000; independent committee administration |
| Options for directors | Not used | N/A | No outstanding stock options held by directors at 12/31/2024 |
The Restated Equity Incentive Plan prohibits repricing, requires fair-market exercise prices, mandates double-trigger vesting for change of control, and caps annual awards to non-employee directors at $140,000—positive governance signals for pay structure .
Other Directorships & Interlocks
- Public company boards: None disclosed for Chao .
- Committee roles at FCCO: Board Chairman; not listed on audit, compensation, or nominating committees for 2024 .
- Interlocks/related-party ties: Proxy independence review cites specific related transactions for another director; no Item 404 related-person transactions are disclosed involving Chao; nominating committee annually reviews directors’ questionnaires for related-party transactions .
Expertise & Qualifications
- Structural engineering executive with decades of operations experience; professional licensure across multiple states; industry honors (South Carolina Civil Engineer of the Year, 2009) .
- Academic and regulatory governance roles (USC adjunct; SC licensure board chair; NCEES zone leadership) signaling technical oversight competence relevant to credit/operational risk contexts .
- Board brings small-business market insight aligned with FCCO’s primary target segment .
Equity Ownership
| Category | Shares/Units | % Ownership | Notes |
|---|---|---|---|
| Common shares owned | 51,464 | 1.29% | Includes 42,983 shares held indirectly by Yuhjen Jane Chao Family Trust |
| Rights to acquire (deferred share units) | 48,510 | N/A | Deferred director compensation units deliver stock within 30 days post board separation |
| 2024 fees deferred | $63,852 | N/A | Includes dividend allocations; accumulated units in 2024: 3,391; cumulative units since inception: 48,510 |
| Shares outstanding basis | 7,681,600 | N/A | Basis for % ownership calculation |
- Stock ownership guidelines: Legacy directors must own at least 10,000 shares; deferred units count toward compliance; directors may not sell stock until thresholds met; new directors phased requirements (1,000 immediate; 5,000 within five years; 10,000 to sell) .
- Insider trading policy: Pre-clearance for trades; restrictions on hedging, short sales, and pledging company securities .
Say-on-Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| 2024 Say-on-Pay | 4,497,016 | 150,124 | 15,369 | 1,235,862 |
- 2024 director election (Class III): Chao received 4,272,427 For; 390,082 Withheld; 1,235,862 broker non-votes, indicating majority support with some withheld votes typical of routine refresh considerations .
Governance Assessment
- Board effectiveness: Independent Chair with clear separation from management enhances oversight; Chao’s technical and regulatory credentials strengthen risk governance in a community bank context .
- Independence & engagement: Affirmed independent; attendance at least 75% across directors; Chao not seated on key committees, which preserves Chair impartiality while independent committees handle audit/comp/nomination matters .
- Alignment: Meaningful share ownership (51,464 shares) plus substantial deferred units (48,510) under a plan that delivers stock at board separation aligns incentives with long-term value; stock ownership guidelines and trading restrictions reinforce alignment and discipline .
- Compensation risk signals: Modest cash retainer and time-based equity with robust plan safeguards (no repricing; double-trigger CoC; director award cap) limit pay-incentivized risk-taking; absence of options further reduces misalignment risk .
- Conflicts/related-party exposure: No Item 404 related-party transactions disclosed for Chao; annual questionnaire-based review by independent nominating committee mitigates risk of undisclosed relationships .
- Shareholder sentiment: Strong approval for say-on-pay; Chao’s re-election supported by a significant majority, though withheld votes are non-trivial and warrant continued monitoring of board refresh and independence optics .
RED FLAGS: None material disclosed specific to Chao (no pledging reported; no related-party transactions). Monitoring recommended for any future business dealings involving Chao and Associates with FCCO (not disclosed) and for sustained director ownership guideline compliance and attendance disclosure detail beyond the 75% threshold .