Mickey E. Layden

About Mickey E. Layden

Mickey E. Layden, 70, is a Class I independent director of First Community Corporation (FCCO) serving since May 2019. She is CEO of LCK, LLC (a partner firm of Colliers International South Carolina) and Executive Vice President and Principal of Colliers International South Carolina, leading real estate management since 1988 with oversight of over 26 million square feet; she holds national leadership roles with the Institute of Real Estate Management (IREM) and serves as Secretary of the Lexington Medical Center board and member of the Midlands Business Leadership Group . The board has determined Ms. Layden is independent under Nasdaq rules, considering de minimis transactions with entities in which she holds interests .

Past Roles

External Roles

Board Governance

• Board composition and elections: FCCO’s board is 12 members in three staggered classes; Class I directors (including Ms. Layden) were nominated for re-election at the 2025 annual meeting for terms expiring in 2028 .
• Committee memberships: Ms. Layden serves on the Compensation Committee (members: Thomas C. Brown (Chair), Mickey E. Layden, E. Leland Reynolds, Alexander Snipe, Jr., Roderick M. Todd, Jr.) . She is not listed on the Audit Committee (Chair: Jane S. Sosebee; members: Jan H. Hollar, Ray E. Jones, W. James Kitchens, Jr.) or Nominating Committee (Chair: Roderick M. Todd, Jr.; members: E. Leland Reynolds, Alexander Snipe, Jr., Jane S. Sosebee) .
• Committee activity: In 2024, the Audit Committee met 5 times; the Compensation Committee met 4 times; the Nominating Committee met 4 times .
• Attendance: The board met 12 times in 2024; each director attended at least 75% of the combined total of board and committee meetings on which they served; seven directors attended the 2024 annual meeting in person .
• Independence and related-party review: The board reaffirmed independence for Ms. Layden, noting transactions at normal market terms: real estate sales commissions of $32,600 in 2022 to an entity in which she owns 9.8% and is EVP/Principal, and loan inspection fees of $10,500 (2023) and $9,150 (2022) to an entity in which she owns 67% and is CEO/director; no payments in 2024. The board deemed the interest financially de minimis and not impairing independence .
• ESG and risk oversight: Compensation Committee reviews fairness and sustainability of compensation; Nominating Committee reviews governance and diversity; Audit Committee oversees cybersecurity risk with regular reporting and maintains cyber insurance .

Fixed Compensation

• Director fee framework (2024): Chairman of the board—$14,500 annual retainer and $1,350 per board meeting; committee chairs (ALCO, Audit, Compensation, Nominating)—$11,500 annual retainer; Loan Committee chair—$13,500 annual retainer; other outside directors—$9,500 annual retainer; board meeting fee $1,000 for outside directors; committee meeting fee $500 ($750 for Audit Committee members). Executive directors (Messrs. Crapps and Nissen) do not receive director fees .
• Ms. Layden’s 2024 compensation (non-employee director):

• Deferred compensation elections: 2024 deferral table lists directors who deferred fees; Ms. Layden is not listed among those with 2024 deferrals (Brown, Chao, Kitchens, Snipe) .

Performance Compensation

• Annual director equity grant: On February 20, 2024, each non-employee director received 1,224 shares of restricted stock valued at $17.97 per share; the shares were unvested at 12/31/2024 and fully vested on January 1, 2025 .
• Award mechanics (plan governance): No discounted options/SARs; no repricing without shareholder approval; double-trigger vesting for awards on change-of-control; no dividends on unvested performance awards; annual limit of $140,000 total director awards (cash plus grant-date value) per year; administered by an independent committee .

Other Directorships & Interlocks

• Public company boards: No public company directorships are disclosed for Ms. Layden in the proxy .
• Private/non-profit boards: Lexington Medical Center (Secretary), Midlands Business Leadership Group; prior service at Midlands Housing Alliance (Transitions), YMCA board, South Carolina Independent Colleges & Universities .
• Compensation peer group (context for FCCO executive incentives overseen by committees): Southeastern U.S. publicly traded banks of 0.5–1.5× FCCO asset size; peer index listed (e.g., AUBN, BFCC, FVCB, SABK, USCB, etc.) .

Expertise & Qualifications

• Senior operating executive in real estate management since 1988; oversight of 26M+ sq ft; extensive staff leadership .
• National leadership in IREM (Senior VP for Membership, IREM Foundation board member, faculty, multiple committee chairs) .
• Recognitions include Columbia Business Monthly “50 Most Influential People in Columbia” (2020) and multiple influence awards (2010–2013) .
• Community health governance (Lexington Medical Center board; Secretary) and regional business leadership .

Equity Ownership

• Ownership policy and alignment: Directors who were serving before February 21, 2023 must own a minimum of 10,000 shares; deferred units under the Non-Employee Director Deferred Compensation Plan count toward ownership; no compliance period, but directors cannot sell company stock until thresholds are met. New directors (on/after Feb 21, 2023) must own 1,000 shares immediately, 5,000 within five years, and 10,000 to sell .
• Observation: As of March 27, 2025, Ms. Layden beneficially owned 8,315 shares and is not listed among 2024 deferral participants; under the pre-2023 director guideline, this suggests a potential shortfall versus the 10,000-share threshold, restricting sales until satisfied (deferred units would count if any) .

Governance Assessment

• Committee engagement: Active on the Compensation Committee, which met four times in 2024; auditors and nominating governance are covered by other independent directors, supporting balanced oversight .
• Independence and conflicts: Board reviewed and deemed de minimis the transactions with Colliers-affiliated entities and LCK, with zero payments in 2024 and modest amounts in 2023/2022; independence affirmed under Nasdaq standards .
• Attendance and diligence: Board met 12 times; each director met at least 75% attendance; committee schedules indicate regular engagement .
• Compensation structure: Mix of cash fees and time-based restricted stock, with robust equity plan safeguards (no option repricing, double-trigger vesting) and director award caps, supporting shareholder-aligned governance .
• Ownership alignment: Potential gap versus the 10,000-share guideline for pre-2023 directors; policy prohibits selling until threshold is met; monitoring and pre-clearance in insider trading policy .
• Risk indicators and protections: No Section 16(a) delinquencies noted for directors; hedging/short sales/pledging prohibited (with limited grandfathering), and SEC/Nasdaq-compliant clawback policy adopted (effective 9/19/2023) .

RED FLAGS:

• Related-party exposure: Historical payments to entities where Ms. Layden holds interests (Colliers SC and LCK) are a standing related-party consideration; the board currently deems them de minimis and at market terms, but investors should monitor recurrence and materiality .
• Ownership guideline shortfall potential: 8,315 shares vs. 10,000-share guideline for pre-2023 directors (absent deferred units), indicating limited ability to sell until threshold met; signals moderate alignment risk until compliance achieved .

References

• Biography, roles, age, tenure, and credentials:
• Board structure, elections, attendance, independence determination and related-party transactions:
• Committee memberships and meeting counts:
• Director compensation framework and individual compensation:
• Annual director equity grant details (date, shares, price, vesting):
• Ownership table (shares, %), deferred plan (participants), ownership guidelines:
• Equity plan governance (award caps, double-trigger, no repricing):
• Insider trading, hedging/pledging prohibitions, clawback policy:
• ESG/cyber oversight:
• Compensation peer group context: