John F. (Jack) Walker, IV
About John F. (Jack) Walker, IV
John F. (Jack) Walker, IV, 59, is Executive Vice President and Chief Credit Officer of First Community Corporation (First Community Bank) and a member of the Executive Leadership Team. He has served as CCO since August 2019, joined the bank in September 2009 after senior roles at NetBank Business Finance, SouthTrust Bank, and SunTrust, and holds a bachelor’s degree in computer science from Yale University . Company performance under the pay-versus-performance disclosure shows net income of $14.0m (2024), $11.8m (2023), and $14.6m (2022), with cumulative TSR values of $125.12, $109.04, and $107.71 for those years, respectively .
| Company Performance Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($ thousands) | 14,613 | 11,843 | 13,955 |
| Value of $100 Investment (TSR) | 107.71 | 109.04 | 125.12 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Community Bank | EVP & Chief Credit Officer | Aug 2019–present | Member of Executive Leadership Team; enterprise credit oversight |
| First Community Bank | Credit administration roles | Sep 2009–Aug 2019 | Led/held various credit administration positions |
| NetBank Business Finance | Director, franchise/commercial credit | 2005–2009 | Franchise/commercial credit leadership |
| SouthTrust Bank | SVP – Commercial Banking | 5 years (dates not disclosed) | Senior commercial banking leadership |
| SunTrust Bank | First Vice President | 11 years (dates not disclosed) | Senior lending/credit leadership |
External Roles
No external public-company directorships or outside roles are disclosed for Mr. Walker in the proxy biography .
Fixed Compensation
- Mr. Walker is not a named executive officer (NEO) in the 2024–2025 proxy and his base salary, target bonus, and actual cash bonus are not itemized in the Summary Compensation Table; the proxy provides detailed cash/equity data for CEO Michael C. Crapps and other NEOs (J. Ted Nissen, D. Shawn Jordan) but does not list Mr. Walker’s individual compensation .
- Company plan design context: in 2022 the maximum aggregate cash bonus pool for executive officers was set at 15% of net income (maximum $2,191,950), illustrating the linkage of annual incentives to profitability; this disclosure is at the company level and not specific to Mr. Walker .
Performance Compensation
Program design applicable to Executive Leadership Team members includes time-based RSUs (TRSUs) and performance-based RSUs (PRSUs). TRSUs cliff vest over three years; PRSUs vest at the end of a three-year performance period contingent on (i) internal soundness (regulatory rating), (ii) achieving at least 80% of budgeted net core income each year, and (iii) continued employment; PRSU payouts are interpolated between thresholds .
| Award | Grant Date | Measurement Period | Vesting |
|---|---|---|---|
| PRSU (company program) | Feb 21, 2023 | Jan 1, 2023–Dec 31, 2025 | Vests at end of 3-year period subject to conditions |
| PRSU (company program) | Feb 20, 2024 | Jan 1, 2024–Dec 31, 2026 | Vests at end of 3-year period subject to conditions |
| TRSU (company program) | 2023/2024 grants | N/A | Cliff vests after 3 years from grant date |
2022 PRSU metrics and outcomes (company program; applied to NEOs and used for ELT design calibration):
| Metric | Weight | Threshold | Target | Maximum | Actual Result |
|---|---|---|---|---|---|
| Total Shareholder Return (relative to CBNK + Dow Jones U.S. Micro Cap Banks Index) | 33.33% | 75% of Index | 100% of Index | 125% of Index | 601.68% of Index |
| Return on Average Equity (relative to Southeastern peer banks, 0.5–1.5x assets) | 33.33% | 30th percentile | 50th percentile | 75th percentile | 45th percentile |
| Non-Performing Assets (relative to Southeastern peer banks, 0.5–1.5x assets) | 33.33% | 30th percentile | 50th percentile | 75th percentile | 74th percentile |
| Payout (Total Opportunity as % of Base Salary) | — | 7.50% | 15.00% | 22.50% | 19.275% |
- The compensation committee disclosed that TRSUs granted in 2023 and 2024 cliff vest over three years; PRSUs have payout ranges of 0–200% for 2023/2024 grants, and 0–150% for 2022 grants, with interpolation between levels and subject to gating conditions .
- Earned PRSUs for 2022 vested on Feb 18, 2025 for NEOs after certification; individual NEO shares earned were disclosed (example: Jordan 2,256), confirming the vesting cadence relevant to ELT award cycles .
Equity Ownership & Alignment
- Stock ownership guidelines require Executive Leadership Team members (which includes Mr. Walker) to own a minimum of 2x annual base salary and prohibit selling company stock until the threshold is met; there is no time limit to reach the threshold, but pre-approval for trading is required .
- Insider Trading Policy requires pre-clearance, imposes blackout periods, and restricts hedging, short sales, and pledging of company securities, strengthening alignment and limiting leverage/hedging risk for executives .
Beneficial ownership snapshot (as of March 27, 2025):
| Holder | Shares Owned | Right to Acquire (within 60 days) | % Beneficial Ownership | Shares Outstanding |
|---|---|---|---|---|
| All executive officers and directors as a group (18 persons) | 351,470 | 109,390 | 5.92% | 7,681,600 |
Equity plan overhang (as of March 14, 2025):
| Item | Shares/Units |
|---|---|
| TRSUs outstanding | 41,782 |
| PRSUs outstanding (at target) | 55,707 |
| Restricted stock outstanding | 19,318 |
| Total outstanding equity awards (A+B+C+D) | 116,807 |
| Remaining available under 2021 Plan | 51,122 |
| Additional shares requested under Restated Plan (if approved) | 450,000 |
| Total available (F+G) | 501,122 |
| Common shares outstanding (record date 3/14/2025) | 7,671,056 |
| Basic Overhang (I/J) | 8.06% |
| Diluted Overhang (I/(I+J)) | 7.45% |
Equity compensation plan information (as of December 31, 2024):
| Category | To be issued on vesting | Weighted Avg Exercise Price | Remaining available for future issuance |
|---|---|---|---|
| Equity compensation plans approved by security holders | 102,302 | n/a | 105,913 |
| Total | 102,302 | n/a | 105,913 |
- Composition of outstanding awards at 12/31/2024 included 14,294 restricted shares, 39,395 TRSUs, and 48,613 PRSUs (target; 91,361 maximum), with RSUs settled one-for-one in common stock .
- For NEOs, disclosed vesting dates for certain awards clustered mid-February (e.g., 2/17/2025; 2/21/2026; 2/20/2027), which can create episodic supply windows; this timing context is useful when evaluating potential insider selling pressure across the ELT, though Mr. Walker’s individual award schedule is not disclosed .
Employment Terms
- The proxy details employment agreements and change-in-control/severance economics for the CEO (Crapps) and other NEOs (Nissen, Jordan) but does not include an employment agreement summary for Mr. Walker; therefore, his severance and change-of-control terms are not disclosed .
- Executive benefits include a qualified 401(k) plan with company matching and life insurance premiums; salary continuation agreements apply to Crapps, Nissen, and Jordan (not Mr. Walker per disclosure), with BOLI used to offset accrual costs .
- Insider Trading Policy mandates pre-clearance and blackout periods and restricts hedging, short sales, and pledging; Rule 10b5‑1 plan use is subject to procedures in accordance with SEC regulations .
Additional Program Context and Peer Benchmarking
- PRSU TSR is measured relative to a blended index of the Nasdaq Bank Index (CBNK) and Dow Jones U.S. Micro Cap Banks Index; ROAE and NPA are measured relative to a Southeastern peer index (0.5x–1.5x company asset size) as recommended by the company’s compensation consultant in 2021 .
- The 2023 proxy lists a roster of peer community banks used in benchmarking (e.g., AUBN, MNSB, BOTJ, MBLU, BFCC, MCBI, CFFI, OPOF, PEBK, NKSH, FVCB, VABK, among others), illustrating the competitive market set for compensation/performance comparisons .
Investment Implications
- Alignment and incentives: Executive equity mix (TRSUs + PRSUs) with three-year vesting and relative TSR/ROAE/NPA metrics creates long-term alignment and retention for ELT members, including the CCO; 2022 PRSUs paid above target (19.275% of salary) driven by strong relative TSR and NPA performance despite below-target ROAE, signaling robust shareholder return alignment in the award design .
- Selling pressure and dilution: Mid-February vesting cadence (observed for NEOs) plus the requested 450,000-share increase under the Restated Equity Incentive Plan lift potential issuance/dilution; overhang at 8.06% basic (7.45% diluted) as of March 14, 2025 underscores supply considerations that could coincide with blackout expirations and vesting dates .
- Ownership and risk controls: Mandatory 2x-salary ownership for ELT, trading pre-clearance, and restrictions on hedging/pledging reduce misalignment and leverage risk signals for Mr. Walker; however, absence of individually disclosed ownership and severance terms for the CCO limits precision on retention risk and “skin-in-the-game” sizing vs. pay .
- Performance backdrop: Company-level net income recovered in 2024 vs. 2023 and TSR advanced over 2022–2024, supporting incentive realizations and potentially positive internal momentum for credit leadership execution under Mr. Walker’s tenure as CCO .