E. Leland Reynolds

About E. Leland Reynolds

E. Leland Reynolds, 70, is a Class III independent director of First Community Corporation (FCCO) and has served on the board since the February 2014 merger with Savannah River Banking Corporation. He is co-owner and vice president (since 1986) of H. G. Reynolds Co., Inc., a regional general contractor; he holds a Building Science degree from Clemson University and has long-standing civic ties in Aiken, SC, including the City of Aiken Design Review Board (currently a member; previously served 11 years in the 1990s/early 2000s) . He is considered independent under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Committee assignments (2024): Compensation Committee member (Chair: Thomas C. Brown) ; Nominating Committee member (Chair: Roderick M. Todd, Jr.) . Not on Audit Committee (members: Jane S. Sosebee (Chair), Jan H. Hollar, Ray E. Jones, W. James Kitchens, Jr.) .
• Independence: Board determined Reynolds is independent; a majority of the board is independent .
• Attendance: Board met 12 times in 2024; each director attended at least 75% of combined board and committee meetings .
• Committee activity: Audit Committee met 5x; Compensation 4x; Nominating 4x in 2024 .
• Board leadership: Independent chair (C. Jimmy Chao) and separated CEO/Chair roles .
• Section 16(a) compliance: All insiders filed timely in 2024, except one late CFO Form 4; no delinquency noted for Reynolds .

2024 Director Election Result (Engagement Signal)

Fixed Compensation

• Director cash compensation framework (2024): Outside director retainer $9,500; board meeting fee $1,000 (ex-Chair); committee meeting fee $500; audit committee member fee $750 per meeting; committee chair retainers (ALCO, Audit, Compensation, Nominating) $11,500; Loan Committee chair $13,500; Board chair retainer $14,500 plus $1,350 per board meeting .
• Reynolds’ 2024 director cash fees: $30,000 .

Performance Compensation

• Annual equity grants to non-employee directors are restricted stock; no stock options outstanding for directors at 12/31/2024 .
• 2024 grant: 1,224 restricted shares on Feb 20, 2024 at $17.97; grant-date fair value $21,995; vested Jan 1, 2025 .
• 2023 grant: 690 restricted shares on Feb 21, 2023 at $20.29; grant-date fair value $14,000; vested Jan 1, 2024 .
• Plan safeguards: No discounted options/SARs; no repricing without shareholder approval; no dividends on unvested performance awards; double-trigger vesting on change of control; annual per-director cap of $140,000 on cash+equity .

Other Directorships & Interlocks

• Current public company boards: None disclosed beyond FCCO .
• Prior public company board: Director, Savannah River Banking Corporation (pre-2014 merger) .
• No disclosed interlocks with competitors/suppliers/customers .

Expertise & Qualifications

• Building Science degree (Clemson University); co-owner/operator of a regional construction firm since 1986; strong community and market ties in Aiken/greater region .
• Governance: Independent director; experience on Compensation and Nominating Committees .

Equity Ownership

• Stock ownership guidelines (directors): Pre-2/21/2023 directors must own at least 10,000 shares; new directors (on/after 2/21/2023) must own 1,000 initially, reach 5,000 within 5 years, and have 10,000 to sell; director deferred units count toward guidelines; no sale allowed until threshold met . Reynolds’ reported holdings exceed the 10,000-share threshold .
• Insider trading/hedging/pledging: Pre-clearance and blackout periods apply; hedging and short sales prohibited; pledging/margin prohibited with a narrow exception for pre-existing arrangements as of Feb 18, 2025 .

Related-Party Transactions (Conflicts Check)

• Bank engages in ordinary-course loans and banking relationships with directors/executives and related interests under Regulation O; terms comparable to non-affiliates; aggregate outstanding loans to directors/executives were ~$1.1 million at 12/31/2023 and $453,931 at 12/31/2024 .
• Independence determination disclosed specific de minimis relationships for another director (Ms. Layden) and affirmed independence; no Reynolds-specific Item 404 transaction disclosed .

Say-on-Pay & Shareholder Sentiment

• 2024 Annual Meeting results (May 22, 2024): Reynolds was re-elected (For 4,486,210; Withheld 176,299; Broker Non-Vote 1,235,862) . Advisory say-on-pay passed (For 4,497,016; Against 150,124; Abstain 15,369; Broker Non-Vote 1,235,862) .

Compensation Committee Practices (Oversight Signals)

• Compensation Committee composition includes Reynolds; all members independent; met 4 times in 2024 .
• Uses an independent consultant (Blanchard Consulting Group, last engaged in 2022) and concluded no conflicts of interest; external reviews anticipated approximately every three years .
• For executive benchmarking, company references a Southeastern U.S. peer index of similarly sized public banks (list disclosed) .

Governance Assessment

• Strengths: Long-tenured independent director with relevant operating experience; active roles on Compensation and Nominating Committees; strong ownership alignment (29,023 shares, above director guideline); prohibitions on hedging/pledging; double-trigger equity vesting; independent consultant oversight; robust say-on-pay support; timely Section 16 filings for directors in 2024 .
• Potential watch items: As is typical in community banking, ordinary-course director/executive lending exists (aggregate balances disclosed), though made on market terms under Reg O; attendance disclosure is at the “≥75%” threshold without individual detail; director equity grants vest on a time basis (not performance-based), which is standard but offers less performance linkage .

Citations: All facts and figures are sourced from FCCO’s 2025 and 2024 DEF 14A proxy statements and 2024 Item 5.07 8-K as cited inline.