Joseph Andrew (Drew) Painter

About Joseph Andrew (Drew) Painter

Joseph Andrew (Drew) Painter, 47, is Executive Vice President and Chief Commercial and Retail Banking Officer, North Region, at First Community Corporation (First Community Bank), promoted effective January 1, 2024; he joined the bank in 2003 and serves on the Executive Leadership Team . He holds a degree from the University of South Carolina and has 25 years of banking experience, including 20 years as a commercial banker and Columbia Regional President at First Community Bank . Company performance context during the most recent three years shows total shareholder return (TSR) on a $100 initial investment rising to $125.12 in 2024 (vs. $109.04 in 2023 and $107.71 in 2022) and net income of $13,955k in 2024 (vs. $11,843k in 2023 and $14,613k in 2022) .

Past Roles

External Roles

Company Performance (context)

Fixed Compensation

• Individual base salary, target bonus, and actual bonus for Mr. Painter are not disclosed in the proxy (FCCO reports specific figures only for named executive officers: CEO Crapps, EVP Nissen, and CFO Jordan) .

Performance Compensation

Annual Cash Incentive (2024 Management Incentive Plan)

• Eligibility and payouts are disclosed for named executive officers (NEOs); the plan design and metrics signal how FCCO pays for performance across executives. Payout ranges: 15% (threshold), 30% (target), 45% (stretch), 60% (maximum) of base salary, subject to a trigger of at least 80% of budgeted net core income and meeting an internal soundness measure; 2024 “Actual Earned” for NEOs was 41.04% of base salary .

• Bonus pool capped at 15% of net income ($2,093,250 max aggregate) .

Long-Term Equity (TRSUs/PRSUs) – Structure and Levers

• Time-based RSUs (TRSUs): 3-year cliff vesting (e.g., 2024 and 2023 grants vest at three years) .
• Performance-based RSUs (PRSUs): 3-year performance period with metrics: (i) relative TSR vs a blended index (Nasdaq Bank Index CBNK + Dow Jones U.S. Micro Cap Banks), (ii) ROAE percentile vs a Southeastern peer index, and (iii) Non-Performing Assets percentile vs the same peer index; payout curve ranges 0–200% of target for 2023/2024 grants (0–150% for 2022) with interpolation between levels; accelerated vesting requires soundness and ≥80% budgeted net core income in each year of the period .

2022 PRSU Results (for NEOs – illustrates plan calibration and payout)

• 2022 PRSUs vested February 18, 2025 upon certification; example NEO vesting counts disclosed (indicative of plan operation) .

Equity Ownership & Alignment

• Beneficial ownership: Mr. Painter is not listed in the beneficial ownership table (covers directors, 5% holders, and NEOs); therefore, individual share count/percent for Painter is not disclosed .
• Stock ownership guidelines: Executive Leadership Team members (includes executive officers) must own a minimum of 2× base salary; executives may sell or surrender up to 50% of vested awards primarily to satisfy tax withholding; no time limit to achieve, but no open-market sales permitted until threshold met .
• Hedging/pledging: Short sales, hedging/monetization, and pledging/margin accounts are prohibited (exception only for securities already pledged or in margin accounts as of Feb 18, 2025) .
• Trading controls: Pre-clearance and blackout periods apply; Rule 10b5-1 plan procedures enforced .
• Plan overhang and dilution: If shareholders approve the Restated Equity Incentive Plan’s 450,000 additional shares, basic overhang would be 8.06% and diluted overhang 7.45% (as of 3/14/2025); 2024 basic burn rate was 0.64% (3-yr avg 0.52%) .

Employment Terms

• Individual employment agreement, severance, and change-of-control economics for Mr. Painter are not disclosed in the proxy; specific agreements and multiples are disclosed only for CEO Crapps, EVP Nissen, and CFO Jordan .
• Equity plan change-of-control: The Restated Equity Incentive Plan uses a double-trigger standard—no full vesting solely on change-of-control; if awards are continued/replaced, they retain terms, and unvested replacement awards vest in full upon involuntary termination for 24 months post-CoC; if awards are not continued/replaced, performance awards vest based on greater of target or actual-to-date .
• Clawback: Incentive Compensation Recovery Policy effective Sept 19, 2023 requires recoupment of erroneously awarded incentive comp for the prior three completed fiscal years if an accounting restatement is required; plan documents also subject awards to any company clawback policy .

Compensation Structure Analysis

• Cash vs equity mix: FCCO emphasizes performance-based cash incentives and long-term equity (TRSUs/PRSUs); options are not used in current executive awards (no options granted in 2024–2023 and NEOs show no outstanding options) .
• Shift to RSUs: Current equity practice relies on TRSUs and PRSUs with three-year cliffs/measurement, reducing risk-taking versus legacy options and strengthening retention .
• Incentive leverage: PRSU max increased to 200% for 2023–2024 grants (vs 150% in 2022), raising potential upside tied to TSR/ROAE/NPA outcomes; 2022 PRSUs paid at 128.5% of target (19.275% of base salary) .
• Peer benchmarking: Compensation targets are set broadly between the 45th and 90th percentile of market; peer groups used for both compensation benchmarking and performance comparisons are Southeastern banks sized 0.5×–1.5× FCCO assets, sourced from S&P Capital IQ Pro .

Related Party Transactions and Governance Signals

• Insider loans: Aggregate loans to directors and executive officers were ~$454k at 12/31/2024 (made on market terms; no unusual risk features), down from ~$1.1M at 12/31/2023 .
• Governance features: No option/SAR re-pricing without shareholder approval; no discounted options; dividend equivalents restricted until vest; independent committee administration and annual director award limits .

Investment Implications

• Alignment and KPIs: Executive incentives are tied to core banking drivers—efficiency ratio, net interest income, loan/deposit growth, and ROAA modifier—plus multi-year PRSUs linked to relative TSR, ROAE, and asset quality (NPA). 2024 MIP “Actual Earned” for NEOs was 41.04% of base salary, indicating payouts scaled with above-budget deposit growth and solid NII, partly offset by efficiency ratio shortfall to “stretch” levels .
• Selling pressure and vesting cadence: Three-year cliff RSU structures create lumpy vesting (e.g., grants in 2023/2024 vest in 2026/2027), but executive ownership minimums, pre-clearance/blackouts, and explicit prohibitions on hedging/pledging reduce opportunistic selling and alignment risk; individual grant details for Painter are not disclosed .
• Deal optionality and retention: Double-trigger vesting and replacement award protections balance retention with value realization in a change-of-control, limiting immediate single-trigger supply while preserving economics upon termination post-transaction .
• Dilution context: Requested share pool expansion implies basic overhang of ~8.06% and burn rate at 0.64% in 2024, a manageable dilution profile for a small-cap bank; monitor actual award practices and 3-year average burn as plan usage ramps .
• Disclosure gap on Painter specifics: Lack of individual compensation and ownership disclosure for Painter (not a named executive officer) limits direct pay-for-performance and skin-in-the-game analysis; investors should watch future proxies for NEO status and Form 4 filings for trading behavior .