Jane S. Sosebee

About Jane S. Sosebee

Jane S. Sosebee, 68, is a Class I independent director of First Community Corporation (FCCO) and has served on the board since May 2019. She retired in 2023 after a 44-year career at AT&T and predecessor companies, most recently as State President of AT&T South Carolina, overseeing regulatory, economic development, legislative, and community affairs. She holds a Bachelor’s degree in English from Clemson University and has been recognized with Clemson’s Distinguished Service Award (2009) and the State of South Carolina’s Order of the Palmetto (2023). Her long-standing engagement with South Carolina’s civic and business community underpins her qualifications for board service.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; members include Jan H. Hollar, Ray E. Jones, and W. James Kitchens, Jr.; all deemed independent, with Kitchens designated “audit committee financial expert.” Audit Committee met 5 times in 2024.
• Nominating Committee member; committee met 4 times in 2024; all members deemed independent.
• Independence: The board determined Sosebee is independent under Nasdaq rules.
• Attendance: The board met 12 times in 2024; each director attended at least 75% of the combined total of board and committee meetings.
• Section 16 compliance: All insiders timely filed in 2024 except a CFO correction; no issues cited for directors.
• Shareholder support: 2025 Annual Meeting vote for Sosebee—For: 3,746,345; Withheld: 358,443; Broker Non-Vote: 1,353,537.

Fixed Compensation

• Director fee structure (2024):
  • Chairman of the board: $14,500 annual retainer; $1,350 per board meeting.
  • Committee chairs (ALCO, Audit, Compensation, Nominating): $11,500 annual retainer; Loan Committee Chair: $13,500 annual retainer.
  • Outside directors (non-chair): $9,500 annual retainer; $1,000 per board meeting; $500 per committee meeting; Audit Committee members: $750 per audit meeting.

• Director equity compensation annual limit: Aggregate grant-date fair value of all awards to any non-employee director capped at $140,000 per calendar year (beginning 2021).

Performance Compensation

• Equity plan and clawback context:
  • 2021 Omnibus Equity Incentive Plan governs director awards; share counting and dividend rules outlined; options/SARs permitted but not granted to directors in 2024.
  • Incentive Compensation Recovery Policy (Clawback) effective Sept 19, 2023 for executive officers per SEC/Nasdaq rules (restatement-triggered recovery); reinforces pay-for-performance oversight culture.

Other Directorships & Interlocks

Expertise & Qualifications

• Telecommunications/regulatory leadership and deep community engagement across South Carolina (economic development, legislative affairs).
• Clemson University Foundation leadership; prestigious recognitions (Order of the Palmetto 2023; Clemson Distinguished Service Award 2009).
• Education: BA in English, Clemson University.

Equity Ownership

• Stock ownership guidelines:
  • Pre-2/21/2023 directors must own ≥10,000 shares; deferred director units count toward ownership; no time period to achieve compliance, but directors may not sell company common stock until threshold is met.
  • New directors (on/after 2/21/2023): 1,000 shares upon joining; 5,000 within 5 years; 10,000 to sell shares; cash retainer deferred into share units if long-term requirement not met.
• Insider trading policy: Prohibits short sales, hedging, pledging, and margin accounts (with limited grandfathering for pre-policy holdings); pre-clearance required; blackout windows enforced.

Insider Trades (last disclosed)

Governance Assessment

• Board effectiveness and engagement: Sosebee chairs the Audit Committee and serves on Nominating; committees met 5 and 4 times respectively in 2024; the board met 12 times; independence affirmed; Section 16 compliance generally robust for directors. These data points support active oversight and governance rigor.
• Alignment and incentives: 2024 director pay balanced between cash ($29,500) and equity ($21,995); RSU grant (1,224 shares) vested on Jan 1, 2025; director award cap at $140,000 per year; insider policy bans hedging/pledging—positive for shareholder alignment.
• Ownership posture: Reported 8,869 shares (0.12%) including 95 indirectly via spouse as of Mar 27, 2025; pre-2023 directors are subject to a 10,000-share guideline, with deferred units counting and no mandated timeline—monitor for attainment given disclosure.
• Related-party exposure: FCCO discloses ordinary-course loans to directors and executives (aggregate ~$453,931 outstanding at Dec 31, 2024) with market terms; no Sosebee-specific related-party transactions disclosed—low apparent conflict risk.
• Shareholder support: Strong “For” vote at 2025 annual meeting (3.75M for vs. 0.36M withheld), indicating investor confidence in her continued service.

RED FLAGS to monitor

• Potential shortfall versus the 10,000-share director ownership guideline for pre-2023 directors based on reported direct holdings (deferred units count, but none disclosed for Sosebee in the deferred table). This is mitigated by the company’s no-sale restriction until threshold is met.

Positive signals

• Audit Committee chairmanship with an identified committee “financial expert” (Kitchens) and regular committee activity.
• Open market share purchase in Feb 2024, enhancing skin-in-the-game alignment.
• Robust insider trading controls and prohibitions, including hedging/pledging bans.