Robin D. Brown
About Robin D. Brown
Robin D. Brown (age 57) is Executive Vice President, Chief Human Resources Officer, and Chief Marketing Officer of First Community Bank (since Feb 2013) and CHRO/CMO of First Community Corporation (since June 2019). She joined at organization in 1994, has 40 years of banking experience, and is a magna cum laude graduate of the University of South Carolina Honors College (B.S. Business Administration; postgraduate coursework at USC School of Business). She serves on the bank’s Executive Leadership Team (ELT) and has held leadership roles with the South Carolina Bankers Association’s HR Committee and multiple community organizations . Company performance context (for pay-for-performance alignment): value of a $100 investment in FCCO rose to $125.12 in 2024 (from $109.04 in 2023; $107.71 in 2022), and net income was $13,955k in 2024 ($11,843k in 2023; $14,613k in 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Community Bank (subsidiary) | EVP, CHRO & CMO; ELT member | 2013–present | Executive leadership of HR and Marketing; ELT governance |
| First Community Corporation (holding co.) | CHRO & CMO | 2019–present | Enterprise HR/Marketing leadership |
| National Bank of South Carolina | Banking roles (prior to FCCO) | Pre-1994 | Pre-FCCO industry experience |
| Republic National Bank | Banking roles (prior to FCCO) | Pre-1994 | Pre-FCCO industry experience |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| South Carolina Bankers Association | HR Committee member; past Chair | N/A | Industry HR leadership |
| Lexington County Sheriff’s Foundation | Founding board member | Since 1999 | Various roles since 1999 |
| Carolina Wildlife Center | Board member | N/A | Community leadership |
| Palmetto Center for Women | Past board member | N/A | Community leadership |
| Leadership Lexington County | Graduate | N/A | Community/leadership program |
Fixed Compensation
- The compensation committee annually reviews executive officers’ base salary and incentive plan design; the bank CEO evaluates other executive officers’ performance and reviews their packages with the committee .
- Specific base salary, target bonus, and actual bonus for Ms. Brown are not itemized in the proxy (named executive officer tables cover CEO/Bank CEO/CFO) .
Performance Compensation
Annual Cash Incentive Plan (2024 design and actuals for NEO plan)
The Management Incentive Plan for Key Executives pays 15%/30%/45%/60% of base salary at threshold/target/stretch/maximum, contingent on core budget metrics and a ROAA modifier; 2024 triggers included achieving ≥80% budgeted net core income and a regulatory “soundness” measure (both met) . The following table summarizes 2024 plan metrics and outcomes used for NEO payouts (design is indicative for ELT incentive alignment):
| Metric | Weight | Threshold | Target | Stretch | Maximum | Actual Performance/Outcome |
|---|---|---|---|---|---|---|
| Efficiency ratio (core) | 20% | 105% of Budget | Budget | 95% of Budget | 90% of Budget | 96.36% of Budget |
| Net interest income | 30% | 95% of Budget | Budget | 105% of Budget | 110% of Budget | 104.68% of Budget |
| Loan portfolio growth | 20% | 95% of Budget | Budget | 105% of Budget | 110% of Budget | 97.10% of Budget |
| Total customer deposit growth | 30% | 95% of Budget | Budget | 105% of Budget | 110% of Budget | 113.13% of Budget |
| Modifier: ROAA vs SE peer index | N/A | 75% at 0–25th pct | 100% at 50th pct | — | 125% at ≥75th pct | 94% at 44th percentile |
| Total opportunity (as % of base salary) | — | 15% | 30% | 45% | 60% | Actual Earned: 41.04% |
Notes:
- Peer modifier uses a Southeastern public bank index (½×–1½× FCCO assets) compiled from S&P Capital IQ Pro; the proxy lists constituents (e.g., VABK, FVCB, USCB, PEBK, etc.) .
Long-Term Equity Incentive Design (plan terms; representative NEO grants)
FCCO grants time-based RSUs (TRSUs) and performance-based RSUs (PRSUs) to align with long-term value creation; the committee may adjust vesting in limited cases .
| Element | Grant Date(s) | Vesting / Period | Performance Metrics | Notes |
|---|---|---|---|---|
| TRSUs | 02/21/2023; 02/20/2024 | Cliff vest after 3 years | N/A | 3-year cliff creates single-date selling pressure (e.g., 2023 grant vests ~02/21/2026; 2024 grant ~02/20/2027) |
| PRSUs | 02/21/2023 (2023–2025); 02/20/2024 (2024–2026) | Vest at 3-year end, subject to certification | Relative TSR vs combined Nasdaq Bank Index (CBNK) + Dow Jones U.S. Micro Cap Banks Index; ROAE vs SE peers; Non-performing assets vs SE peers | Requires annual internal soundness and ≥80% budgeted net core income each year |
2022 PRSU cycle results (vested 02/18/2025 upon certification) :
| Metric | Weight | Threshold | Target | Maximum | Actual Performance |
|---|---|---|---|---|---|
| Total Shareholder Return (vs Index) | 33.33% | 75% of Index | Index | 125% of Index | 601.68% of Index |
| Return on Average Equity (peer-relative) | 33.33% | 30th pct | 50th pct | 75th pct | 45th percentile |
| Non-Performing Assets (peer-relative) | 33.33% | 30th pct | 50th pct | 75th pct | 74th percentile |
| Total opportunity (as % base salary) | — | 7.50% | 15.00% | 22.50% | 19.275% |
Equity Ownership & Alignment
Ownership, trading, and alignment policies
| Policy | Requirement / Restriction | Detail |
|---|---|---|
| Stock ownership guideline (ELT) | ≥2× annual base salary | No time limit to achieve; insiders may not sell FCCO stock until threshold is met |
| Vested award tax sales | Up to 50% of vested shares | Permitted to satisfy withholding on vesting |
| Pre-clearance & blackout | Pre-approval required | Directors/executive officers must pre-clear and observe blackout periods around earnings |
| Short sales | Prohibited | Applies to directors, officers, and employees |
| Hedging/monetization | Prohibited | No collars, forwards, or similar arrangements |
| Pledging/margin | Prohibited | Exception only for positions existing as of Feb 18, 2025 |
| Clawback (SEC/Nasdaq) | Mandatory recovery | 3-year lookback for any accounting restatement; no indemnification; misconduct not required |
Beneficial ownership disclosure context
- The proxy itemizes NEOs and directors, and reports the group total for “all executive officers and directors (18 persons)” at 351,470 shares plus 109,390 rights-to-acquire (5.92% ownership) as of March 27, 2025; individual ownership for Ms. Brown (not a NEO or director) is not separately listed in the table .
- Note: No executive officer had rights to acquire FCCO shares within 60 days of March 27, 2025; certain director deferred units convert to stock upon separation .
Employment Terms
- Individual employment agreement, severance, non-compete, and change-in-control terms for Ms. Brown are not disclosed in the DEF 14A; the proxy summarizes agreements for specific executives (e.g., CEO, Bank CEO, CFO) but does not present Ms. Brown’s contract terms .
- Clawback policy effective Sept 19, 2023 applies to all executive officers (three-year lookback; recovery of excess incentive compensation on restatement; no indemnification) .
- Insider trading policy bans hedging, pledging, and short sales; trading pre-clearance and blackout rules apply to executive officers .
Company Performance Context (for compensation alignment)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | $107.71 | $109.04 | $125.12 |
| Net Income ($K) | $14,613 | $11,843 | $13,955 |
Equity program dilution and share usage:
- Burn rate (full-value awards): 0.44% (2022), 0.49% (2023), 0.64% (2024); 3-year average 0.52% .
- As of Mar 14, 2025, basic overhang 8.06% and diluted overhang 7.45% (includes proposed +450,000 shares increase under Restated Equity Incentive Plan) .
- The board is seeking shareholder approval to increase the 2021 Omnibus Equity Incentive Plan reserve by 450,000 shares to maintain competitive LTIs and retention; absent approval, higher cash compensation may be needed to attract/retain key talent .
Investment Implications
- Pay-for-performance alignment: ELT/NEO incentives are tied to core banking drivers (efficiency, net interest income, loan/deposit growth) with a ROAA peer modifier. 2024 actuals produced a near “stretch” payout (41.04% of salary) under the plan, indicating upside sensitivity to deposit growth and net interest income execution .
- Long-term alignment and selling pressure: 3-year cliff TRSUs create punctuated vesting dates (e.g., 02/21/2026; 02/20/2027 for recent grants) that can concentrate insider liquidity needs; however, ownership guidelines (2× salary) and no-pledging rules reduce systematic selling/forced sales risk (sales allowed up to 50% of vested shares for taxes until guidelines met) .
- Retention risk: While Ms. Brown’s individual contract terms are not disclosed, FCCO’s expanded equity pool request and use of PRSUs (with peer-relative TSR/ROAE/asset quality metrics) are positive for executive retention and alignment; the clawback regime mitigates financial reporting risk .
- Dilution vs talent market: Requested share pool expansion implies basic overhang of 8.06% (diluted 7.45%), balanced by a historically moderate burn rate (0.52% 3-yr avg). For investors, this supports ongoing equity-based retention without excessive dilution in the near term .
- Governance red flags: Hedging/pledging/short sales are prohibited; clawback is in place; stock ownership guidelines restrict discretionary sales until thresholds are met. No related-party or pledging issues are disclosed for Ms. Brown, though her individual holdings are not itemized in the table .
Note: Named Executive Officer (NEO) quantitative awards and payouts are shown for plan design and performance context; Ms. Brown is not listed as an NEO in the proxy, and her individual grant sizes, base salary, bonus and ownership stake are not itemized .