Michael C. Crapps
About Michael C. Crapps
Michael C. Crapps, 66, is President and CEO of First Community Corporation (FCCO) and has served as a director since the company’s formation in 1994. He holds a B.S. in Economics (Clemson, 1980), an MBA (University of South Carolina, 1984), and is a graduate of the LSU Graduate School of Banking of the South . Under his leadership, pay-versus-performance disclosures show rising TSR to $125.12 in 2024 (from $109.04 in 2023), alongside net income of $13.96M in 2024 (vs. $11.84M in 2023), indicating improving shareholder returns and earnings in the latest year .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| South Carolina National Bank | Various banking roles | 1980–1985 | Built foundational operating, credit, and branch experience |
| Republic National Bank (Columbia, SC) | President, CEO, Director | 1985–1994 | Led bank operations across credit, branches, operations, HR, finance, compliance |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Clemson University IPTAY Board | Director; Executive Committee | Current | University/alumni network; brand and community influence |
| Midlands Business Leadership Group | Executive Committee | Current | Regional economic development and policy connectivity |
| Business Development Corporation | Director; Executive Committee | Current | SBA and small business lending ecosystem ties |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 501,347 | 521,400 |
| All Other Compensation ($) | 15,799 (401k match, club dues, life insurance) | 16,399 (401k match, club dues, life insurance) |
| Nonqualified Deferred Compensation Earnings ($) | 126,952 | 52,820 |
Notes:
- Perquisites include a country club membership and life insurance for spouse/heirs per employment agreement .
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Stock Awards – Grant Date FV ($) | 168,722 | 175,471 |
| Annual Cash Incentive ($) | 78,680 | 213,965 |
| Total Compensation ($) | 891,500 | 980,055 |
2024 Annual Management Incentive Plan (MIP) design:
- Triggers: at least 80% of budgeted net core income and an internal soundness/regulatory rating threshold (both met in 2024) .
- Metrics: efficiency ratio (core), net interest income, loan portfolio growth, total customer deposit growth; modifier based on ROAA .
- Payout schedule: Threshold 15% of base salary; Target 30%; Stretch 45%; Maximum 60% (pro-rated between levels) .
Equity award design and metrics:
- 2024/2023 PRSUs vest after a three-year performance period based on relative TSR vs the combined average of the Nasdaq Bank Index (CBNK) and Dow Jones U.S. Micro Cap Banks Index; TRSUs cliff vest after three years .
- 2022 PRSUs paid out on Feb 18, 2025 after committee certification; Crapps earned 4,289 units (performance at 128.5% of target for 2022 cycle; metric set included ROAE and Non-Performing Assets vs a Southeastern peer index recommended by the compensation consultant in 2021) .
Equity Awards – Detail
| Grant | Grant Date | TRSUs (#) | PRSUs Target (#) | Total Grant Date FV ($) | Vesting |
|---|---|---|---|---|---|
| 2023 LTI | 02/21/2023 | 3,564 | 4,752 | 168,722 | TRSUs: 3-year cliff; PRSUs: 3-year perf. period |
| 2024 LTI | 02/20/2024 | 4,185 | 5,580 | 175,471 | TRSUs: 3-year cliff; PRSUs: 3-year perf. period |
| Unvested/Unearned as of 12/31/2024 | Units (#) | Market/Payout Value ($) |
|---|---|---|
| Time-based RSUs (unvested) | 11,087 | 266,088 (at $24.00/sh) |
| Performance RSUs (unearned at target) | 14,621 | 350,904 (at $24.00/sh) |
| Scheduled Vests (Time-based) | Units (#) | Vest Date |
|---|---|---|
| Tranche 1 | 3,338 | 02/17/2025 |
| Tranche 2 | 3,564 | 02/21/2026 |
| Tranche 3 | 4,185 | 02/20/2027 |
| 2022 PRSUs – Earned | Units (#) | Payout/Certification Date |
|---|---|---|
| Earned PRSUs | 4,289 | 02/18/2025 |
Additional equity plan governance:
- No discounted options/SARs; no re-pricing without shareholder approval; no dividend equivalents paid on unvested performance awards; independent committee administration; annual limit on director awards .
- Plan uses a double-trigger for vesting on change of control if awards are continued or replaced; if not continued/replaced, performance awards vest based on the greater of actual-to-date or target .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficially owned shares | 79,899 (includes 9,805 indirectly via spouse) |
| Percent of shares outstanding | 1.04% (based on 7,681,600 shares) |
| Rights to acquire within 60 days | None disclosed |
| Options outstanding | None (no options held by NEOs at 12/31/2024) |
Policies and guidelines:
- Executive stock ownership guideline: minimum 2x annual base salary; covered persons may not sell stock until threshold is satisfied .
- Insider trading policy: pre-clearance required; blackout windows; restricts hedging, short sales, and pledging of company securities; governs use of Rule 10b5-1 plans .
Insider selling pressure assessment:
- Regular February vesting cadence (time-based tranches) and PRSU settlement after certification may create seasonal liquidity events; policy permits selling or surrendering up to 50% of vested awards primarily to satisfy tax withholdings .
Employment Terms
| Term | Summary |
|---|---|
| Agreement | Amended and restated employment agreement dated Dec 8, 2015; evergreen daily extension to maintain a 3-year term unless notice fixes a finite 3-year term |
| Base salary & reviews | Base salary reviewed annually by the board; eligible for bonuses and equity awards |
| Benefits/perqs | Country club membership; life insurance for spouse/heirs; participation in retirement/health/welfare plans |
| Non-compete / Non-solicit | Applies during employment and for 2 years post-termination; confidentiality provisions included |
| Severance (without cause) | 24 months of base salary: on day 60 a lump sum equal to 2x monthly base salary, followed by 22 monthly salary payments; plus any bonus earned/accrued through termination date (subject to potential six-month 409A delay) |
| Change-in-control (CIC) cash | Single-trigger: upon CIC, regardless of continued employment, cash equal to 3x current annual base salary plus any bonus earned through CIC date |
| CIC equity | Single-trigger: restrictions on outstanding incentive awards removed; all vest immediately per employment agreement . Note: Restated Equity Incentive Plan generally provides double-trigger vesting if awards are continued/replaced . |
| Post-CIC termination benefits | If terminated without cause within 2 years after CIC: subsidized COBRA (company pays initial lump sum equal to 6x monthly portion of company share of premiums) and reimbursement of “portable” life insurance premiums for two years, subject to conditions |
| 280G treatment | Cutback to $1 below “excess parachute payments” threshold if applicable |
Board Governance & Service
- Board service: Director since 1994; Class I nominee standing for re-election to a term expiring at the 2028 annual meeting .
- Leadership structure: Independent Chairman (C. Jimmy Chao) separate from CEO, reflecting preference for independent board oversight .
- Committee independence: Audit (Chair Sosebee; members Hollar, Jones, Kitchens), Compensation (Chair Brown; members Layden, Reynolds, Snipe, Todd), and Nominating (Chair Todd; members Reynolds, Snipe, Sosebee) are fully independent; Crapps (as an employee) does not serve on board committees .
- Director compensation: As an employee-director, Crapps receives no additional director fees .
Pay Versus Performance (context)
| Year | CEO “Compensation Actually Paid” ($) | TSR (Value of $100) ($) | Net Income ($000s) |
|---|---|---|---|
| 2022 | 929,148 | 107.71 | 14,613 |
| 2023 | 893,256 | 109.04 | 11,843 |
| 2024 | 1,134,850 | 125.12 | 13,955 |
Compensation Structure Analysis
- Higher at-risk mix in 2024: cash incentive rose to $213,965 (from $78,680), aligned with improved TSR and net income; equity grant value modestly higher at $175,471 (from $168,722) .
- Equity vehicle mix favors RSUs (time- and performance-based); no stock options outstanding for NEOs, reducing underwater option repricing risk .
- Performance calibration: 2024 MIP included core efficiency, net interest income, loan and deposit growth with ROAA modifier; PRSUs use relative TSR vs bank indices; 2022 PRSUs used ROAE and Non-Performing Assets vs a Southeastern peer index .
Compensation Peer Benchmarking
- Peer index approach (½x–1½x FCCO asset size, Southeastern U.S.) used for performance comparisons (e.g., ROAE, NPA), sourced from S&P Capital IQ Pro; 2024 index constituents listed in proxy .
Risk Indicators & Red Flags
- CIC terms: Employment agreement provides single-trigger cash (3x salary) and single-trigger equity acceleration—shareholder-unfriendly relative to prevalent double-trigger standards; mitigated partially by plan-level double-trigger design if awards are continued/replaced .
- Hedging/pledging: Policy restricts both, reducing misalignment risk; pre-clearance and blackout practices in place .
- Options repricing: Explicitly prohibited without shareholder approval .
Equity Overhang and Supply
- Share reserve increase under Restated Equity Incentive Plan to 675,000 shares (from 225,000), extending program longevity; independent administration and share recycling limits in place .
Investment Implications
- Alignment: Rising TSR and improved 2024 earnings coupled with materially higher cash incentive payout indicate pay responding to performance; RSU-centric equity mix aligns with shareholders and reduces option-related volatility .
- Near-term supply: February vesting cadence (TRSUs) and PRSU settlements (e.g., 2022 PRSUs on 02/18/2025) can create episodic selling pressure, though policy restricts sales until ownership thresholds are met and permits sales primarily to cover taxes .
- Governance watch-outs: CEO employment agreement’s single-trigger CIC cash and equity acceleration are notable; while the plan emphasizes double-trigger mechanics, the agreement could drive significant payout/acceleration at deal close—factor into M&A scenario modeling and change-in-control sensitivities .
- Retention: Evergreen 3-year rolling term and 24 months’ severance on a no-cause termination, plus non-compete/non-solicit, suggest stable retention dynamics; salary continuation/SERP arrangements further reinforce retention .