J. Ted Nissen
Executive Vice President and Chief Banking Officer; President and Chief Executive Officer, First Community Bank at FIRST COMMUNITY CORP /SC/
Executive
Board
About J. Ted Nissen
J. Ted Nissen, 63, is Executive Vice President and Chief Banking Officer of First Community Corporation and President & Chief Executive Officer of First Community Bank, and has served as a Class II director of the company since July 2024. He has been with the bank since its inception in 1995 and is a graduate of Presbyterian College; he has 41+ years of banking experience and serves on multiple industry and community boards. As an inside director, he is not independent. Company performance context: value of a $100 TSR investment rose to $125.12 in 2024 (from $109.04 in 2023 and $107.71 in 2022), with net income of $13.955M in 2024, $11.843M in 2023, and $14.613M in 2022.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Community Corporation (Holding Co.) | EVP & Chief Banking Officer | 2019–present (EVP CBO since Mar 2021; EVP & Chief Commercial and Retail Banking Officer since Feb 2013) | Leads enterprise banking strategy across commercial and retail; member of Executive Leadership Team. |
| First Community Bank (Subsidiary) | President & CEO | Jul 2024–present | Led leadership transition; responsible for bank operations and growth. |
| First Community Bank (Subsidiary) | President & Chief Banking Officer | Mar 2021–Jun 2024 | Oversaw commercial and retail banking performance and risk across footprint. |
| First Community Bank | Various roles since inception | 1995–present | Foundational contributions from startup to established community bank. |
External Roles
| Organization | Role | Years | Notes / Impact |
|---|---|---|---|
| South Carolina Bankers Association (SCBA) | Treasurer & Board Member; past chair, Community Bankers Division | Current | Industry leadership and advocacy. |
| Business Development Corporation | Chair, SSBCI & SBA 7(a) Loan Committee | Current | Credit access oversight; small-business financing influence. |
| Lexington County Health District Board | Board Member | Current | Public health governance in market. |
| Lexington Medical Center Foundation | Director; Executive Committee; prior Chair | Current/Past | Community healthcare fundraising and governance. |
| EngenuitySC | Past chair-elect & board member | Past | Regional competitiveness initiatives. |
| IBSC | Leadership Award recipient | 2023 | Industry recognition. |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $325,000 | $425,000 | Salary reviewed annually by Board. |
| Perquisites (Country club dues; life insurance premiums) | $1,320; $1,278 (incl. in other comp) | $1,320; $1,278 (incl. in other comp) | Standard executive benefits. |
| 401(k) Match | $13,200 | $13,800 | Included in all other compensation. |
| All Other Compensation (Total) | $15,798 | $16,398 | Sum of above perquisites and match. |
Performance Compensation
Annual Cash Incentive (2024 Management Incentive Plan)
| Metric | Weight | Threshold | Target | Stretch | Maximum | Actual Performance | 2024 Payout Result |
|---|---|---|---|---|---|---|---|
| Efficiency ratio (core) | 20% | 105% of Budget | Budget | 95% of Budget | 90% of Budget | 96.36% of Budget | Contributed to payout |
| Net interest income | 30% | 95% of Budget | Budget | 105% of Budget | 110% of Budget | 104.68% of Budget | Contributed to payout |
| Loan portfolio growth | 20% | 95% of Budget | Budget | 105% of Budget | 110% of Budget | 97.10% of Budget | Contributed to payout |
| Total customer deposit growth | 30% | 95% of Budget | Budget | 105% of Budget | 110% of Budget | 113.13% of Budget | Contributed to payout |
| ROAA Modifier vs peer index | Modifier | 75% at 0–25th pct | 100% at 50th pct | — | 125% at ≥75th pct | 94% at 44th pct | Slight negative mod |
| Aggregate opportunity as % base salary | — | 15% | 30% | 45% | 60% | Actual payout 41.04% | $174,406 for Nissen in 2024 |
Notes:
- Plan funding required ≥80% of budgeted net core income and an internal soundness regulatory rating; both achieved for 2024.
- Peer banks for ROAA modifier listed (Southeastern U.S. peers).
Long-Term Equity Incentive (RSUs/PRSUs)
| Grant | Type | Shares (#) | Grant Date | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 Award (Nissen) | TRSUs | 2,713 | 02/20/2024 | $48,750 | Cliff vest at 3 years (02/20/2027). |
| 2024 Award (Nissen) | PRSUs (target) | 3,617 | 02/20/2024 | $65,000 at target; $130,000 at max | 3-year performance period; vesting based on metrics. |
| 2023 Award (Nissen) | TRSUs | 2,153 | 02/21/2023 | Included in $101,920 total | Cliff vest at 3 years (02/21/2026). |
| 2023 Award (Nissen) | PRSUs (target) | 2,870 | 02/21/2023 | Included in $101,920 total | 3-year performance period; vesting based on metrics. |
PRSU performance metrics and construct:
- 2024/2023 PRSUs: TSR vs combined average of Nasdaq Bank Index (CBNK) and Dow Jones U.S. Micro Cap Banks Index; plus ROAE and Non-Performing Assets vs a Southeastern U.S. peer index; vesting scale 0–200% of target.
- 2022 PRSU Results (vested Feb 18, 2025): Weighting 33.33% each for TSR, ROAE, NPA; TSR achieved 601.68% of Index; ROAE at 45th percentile; NPA at 74th percentile; earned 19.275% of base salary.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/27/2025) | 35,205 shares (0.46% of outstanding; 7,681,600 shares outstanding). No additional rights to acquire within 60 days. |
| Unvested TRSUs (12/31/2024) | 6,873 units; market value $164,952 at $24.00 per share. |
| Unearned PRSUs (target basis, 12/31/2024) | 9,066 units; payout value at target $217,584 at $24.00 per share; earned units depend on performance. |
| Scheduled cliff TRSU vestings | 2,007 on 02/17/2025; 2,153 on 02/21/2026; 2,713 on 02/20/2027. |
| Stock ownership guidelines | Executive Leadership Team must own ≥2x base salary; pre-2/21/2023 directors ≥10,000 shares; new directors ≥1,000 upon joining and ≥5,000 within 5 years; no sales permitted until thresholds are met. Pre-clearance required for trading. |
| Hedging/Pledging | Short sales, hedging, pledging, and margin accounts prohibited; exception for pre-existing pledges as of 2/18/2025. |
| Clawback | SEC/Nasdaq-compliant Incentive Compensation Recovery Policy effective 9/19/2023; 3-year lookback on erroneously awarded incentive compensation; no indemnification. |
Vesting/selling pressure watchlist:
- 2025-02-17 (2,007 TRSUs), 2026-02-21 (2,153 TRSUs), 2027-02-20 (2,713 TRSUs) represent potential liquidity events subject to blackout/ownership policies.
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement | Amended & Restated Employment Agreement effective July 1, 2024 (reflecting leadership transition to CEO of the bank). Evergreen 3-year term auto-extends daily, unless either party fixes to a finite 3-year term. |
| Base/Bonus eligibility | Salary set by Board and reviewable annually; eligible for annual bonus, stock options/restricted stock/other awards per long-term incentive plan. |
| Perquisites | Country club membership; life insurance for spouse/heirs; participation in standard plans. |
| Termination without cause | On day 60 after termination, lump sum equal to 2× then-current monthly base salary; then, on the first of each month for next 22 months, 100% of then-current monthly base salary; plus any earned/accrued bonus. Non-solicit/non-compete during employment and for 2 years post-termination; confidentiality protections. |
| Change in Control (Qualifying Termination: without cause or for good reason within 2 years) | Cash payment equal to 3× then-current annual base salary; any bonus earned through termination; immediate vesting/removal of restrictions on all outstanding incentive awards. COBRA continuation with company-paid portion equivalent (six months’ employer share paid on day 60); reimbursement of “portable” life insurance premiums for two years if continued by executive; 280G cutback to $1 below limit if otherwise “excess parachute payments.” |
Salary continuation/SERP program: Executives (including Nissen) have salary continuation agreements with benefits determined by accrual balances; BOLI purchased to offset costs; terms summarized and forms filed as Exhibit 10.2 to FCCO 10-K (3/14/2025).
Board Governance (Director Service, Committees, Independence)
- Board service: Appointed Class II director in July 2024; standing for election to a one-year remainder of Class II term expiring at 2026 annual meeting. Employees (Crapps and Nissen) do not receive director fees.
- Independence: Board determined a majority of directors are independent; Nissen is an inside (non-independent) director due to his executive role.
- Committees: Audit (Sosebee Chair; Hollar, Jones, Kitchens), Compensation (Brown Chair; Layden, Reynolds, Snipe, Todd), Nominating; Nissen is not listed on these committees (committees are independent).
- Attendance: Board met 12 times in 2024; each director attended at least 75% of meetings of the board and committees on which they served.
- Compensation consultant: Blanchard Consulting Group engaged in 2022; committee concluded no conflicts; consultants expected to be engaged ~every three years.
Dual-role implications:
- As an executive and director, Nissen is not independent; however, all standing committees are comprised of independent directors, which mitigates compensation and oversight conflicts (e.g., independent Compensation Committee sets NEO pay and metrics).
Director Compensation
- 2024 director cash/equity retainers are disclosed (outside directors only); employee-directors (Crapps, Nissen) receive no director compensation; all details of fees and equity for outside directors are provided.
Compensation Structure Analysis
- Mix and pay-for-performance: Annual cash incentive plan tied to budget-based banking drivers (efficiency ratio, NII, loan growth, deposit growth) with a ROAA peer modifier; 2024 payout for NEOs was 41.04% of base salary, aligning pay to core operating outcomes.
- Long-term equity: Balance of TRSUs (retention, 3-year cliff) and PRSUs (3-year performance vs TSR/ROAE/NPA), supporting alignment with shareholder returns and asset quality/profitability versus peers.
- Clawback/insider policy: SEC/Nasdaq-compliant clawback, prohibition on hedging/pledging/margin, and 2x salary ownership guideline increase alignment and mitigate risk of misaligned incentives or forced sales.
- Consultant/peer review cadence: Use of an independent compensation consultant and periodic peer reviews reduce pay inflation risk and support competitive but disciplined program design.
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($000s) | 14,613 | 11,843 | 13,955 |
| Value of $100 Investment (TSR) ($) | 107.71 | 109.04 | 125.12 |
Additional financial context (company-level):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 11,562,000* | 10,300,000* | 13,899,000* |
| Net Income ($) | 14,613,000* | 11,843,000* | 13,955,000* |
Values retrieved from S&P Global.*
Say-on-Pay and Equity Plan
- 2025 proxy seeks approval of NEO compensation (advisory) and recommends annual Say-on-Pay frequency; also requests shareholder approval to increase shares under the 2021 Omnibus Equity Incentive Plan from 225,000 to 675,000 ( +450,000 shares) to preserve ability to deliver LTIs and avoid substituting higher fixed cash.
Compensation Committee/Peer Group
- 2024 cash incentive ROAA modifier peer set: detailed list of Southeastern U.S. publicly-traded banks within 0.5×–1.5× FCCO’s asset size (e.g., AUBN, BFCC, FVCB, SABK, etc.).
- PRSU peer comparisons: ROAE and NPA measured vs Southeastern peer index recommended by consultant; 2022 cycle results certified Feb 18, 2025.
Employment Terms (Severance/Change-of-Control Economics) — Summary Table
| Scenario | Cash | Equity | Benefits | Restrictions |
|---|---|---|---|---|
| Termination w/o Cause | 2× monthly base salary paid on day 60; then 100% monthly base salary for 22 months; plus earned/accrued bonus | Standard terms (no automatic acceleration) | Standard; per agreement | 2-year non-compete/non-solicit; confidentiality |
| CoC + Qualifying Termination (w/o cause or for good reason within 2 yrs) | 3× then-current annual base salary; plus earned bonus | All restrictions removed; equity vests immediately | COBRA: company portion equivalent (six months’ share paid on day 60); reimbursed “portable” life premiums for 2 years; 280G cutback to $1 below threshold | As above |
Risk Indicators & Red Flags
- Hedging/pledging prohibited (exception only for pre-existing arrangements at policy adoption), reducing potential misalignment and forced-selling risks.
- Clawback policy in place per SEC/Nasdaq.
- No related-party transactions disclosed for Nissen; independence concerns mitigated via independent committees.
Board Service History and Committee Roles (Dual-Role Implications)
- Board service: Class II director since July 2024; inside (non-independent).
- Committees: Not listed on Audit, Compensation, or Nominating (all independent); mitigates dual-role conflicts in pay and oversight.
- Attendance: Board met 12 times; all directors ≥75% attendance.
Investment Implications
- Alignment/retention: Material unvested RSUs (TRSUs 6,873; PRSUs 9,066) create multi-year retention and alignment, with cliff vest dates in 2025, 2026, and 2027; ownership guidelines and trading blackouts further limit opportunistic selling. Watch for selling pressure near 2/17/2025, 2/21/2026, and 2/20/2027.
- Pay-for-performance: 2024 bonus paid at 41.04% of base on balanced bank metrics (NII, deposits, efficiency, loans) plus peer ROAA modifier; PRSUs tie to TSR, ROAE, and NPA vs peers—credible performance linkage that should track fundamentals and relative returns.
- Change-of-control economics: 3× salary multiple plus full equity acceleration are generous for a community bank and could influence negotiations; 280G cutback reduces gross-up risk.
- Governance/oversight: Inside directorship balanced by independent committee control and external consultant input; policy set (clawback, hedging/pledging bans, ownership guidelines) is shareholder-friendly and reduces downside governance risk.
- Ownership scale: Beneficial ownership of 0.46% is meaningful for an individual NEO at a micro-cap bank but not controlling; continued equity grants and guidelines may increase exposure over time.
Note on financials: Values marked with * were retrieved from S&P Global.