Roderick M. Todd, Jr.
About Roderick M. Todd, Jr.
Independent Class II director of First Community Corporation (FCCO), age 61, serving since FCCO’s June 2006 merger with DeKalb Bankshares, Inc. A practicing attorney who founded his own law firm in July 2000, and formerly a partner at Cooper and Todd, LLP (1994–2000). Education: University of South Carolina (undergraduate) and University of South Carolina School of Law. Tenure: on FCCO’s board since 2006; prior director at DeKalb Bankshares, Inc. and the Bank of Camden (2001–2006). Independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roderick M. Todd, Jr. Attorney and Counselor at Law | Founder | Jul 2000–present | Operates legal practice; brings small-business and legal perspective to FCCO board |
| Cooper and Todd, LLP, Attorneys | Partner | 1994–2000 | Legal practice leadership experience |
| DeKalb Bankshares, Inc. | Director | 2001–Jun 2006 | Start-up community bank director providing insights into community bank operations |
| Bank of Camden | Director | 2001–Jun 2006 | As above; Camden market expertise leveraged after FCCO’s acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DeKalb Bankshares, Inc. | Director (prior) | 2001–2006 | Pre-merger; community bank |
| Bank of Camden | Director (prior) | 2001–2006 | Pre-merger; community bank |
No current public-company directorships disclosed beyond FCCO.
Board Governance
- Independence: FCCO board determined Mr. Todd is independent under Nasdaq listing standards; majority of board independent.
- Committee assignments: Chair, Nominating and Corporate Governance Committee; member, Compensation Committee.
- Committee independence: All members of Nominating and Compensation Committees are independent.
- Attendance: Board met 12 times in 2024; each director attended at least 75% of combined board and applicable committee meetings.
- Board leadership: Independent chairman (C. Jimmy Chao) appointed May 19, 2021; all audit, compensation, and nominating committees comprised of independent directors.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual outside director retainer | 9,500 | Chairman receives $14,500; committee chairs ALCO/Audit/Comp/Nominating $11,500; Loan chair $13,500 |
| Board meeting fee (outside directors) | 1,000 per meeting | Chairman receives $1,350 per board meeting |
| Committee meeting fee (outside directors) | 500 per meeting | Audit committee members receive $750 per meeting |
| Mr. Todd – Fees Earned/Paid in Cash (2024) | 29,500 | Reflects retainer and meeting fees; includes any amounts deferred |
| Mr. Todd – Total Director Compensation (2024) | 51,495 | Sum of cash and stock award values |
Deferred Compensation Program: Directors may elect to defer retainer/meeting fees into share units credited quarterly; units plus dividend allocations are distributed in FCCO common stock within 30 days after separation from the board. The “Fees Earned” include deferred amounts.
Performance Compensation
| Equity Award Detail (2024 cycle) | Grant specifics | Vesting | Value |
|---|---|---|---|
| Annual restricted stock grant to each non-employee director | 1,224 shares granted on Feb 20, 2024 at $17.97/share | Unvested at Dec 31, 2024; fully vested Jan 1, 2025 | $21,995 grant-date fair value |
Plan Features governing equity awards:
- Double-trigger vesting on change of control (no automatic vesting solely on CoC).
- Annual limit on non-employee director awards: aggregate cash + grant-date fair value capped at $140,000 per calendar year.
- No repricing of options/SARs without shareholder approval.
- No dividend equivalents paid on unvested performance awards; dividends on restricted stock vest with the award.
Potential performance metrics under FCCO’s plan (used for performance-based awards when applicable; directors typically receive time-based restricted stock):
- Eligible metrics include TSR, EPS, ROE, ROA, net income, revenue growth, efficiency ratio, loan/deposit growth, asset quality, net interest margin, liquidity, market share, and other operating/strategic measures (absolute or relative).
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Conflict Notes |
|---|---|---|---|
| DeKalb Bankshares, Inc. | Director (prior) | Historical; merged into FCCO in 2006 | No current interlock disclosed |
| Bank of Camden | Director (prior) | Historical; part of DeKalb acquisition | No current interlock disclosed |
No current shared directorships with FCCO competitors/suppliers/customers disclosed.
Expertise & Qualifications
- Legal and small-business operations expertise from founding and running a law practice; community bank start-up directorship experience; strong Camden market ties benefiting FCCO’s footprint.
- Governance credentials include chairing the Nominating and Corporate Governance Committee; service on Compensation Committee.
Equity Ownership
| Holder | Shares Owned | Right to Acquire (within 60 days) | % Beneficial Ownership | As-of |
|---|---|---|---|---|
| Roderick M. Todd, Jr. | 13,545 | — | 0.18% | March 27, 2025 (7,681,600 shares outstanding) |
Ownership alignment policies:
- Director stock ownership guidelines: (i) pre-2/21/2023 directors required minimum 10,000 shares to sell; (ii) post-2/21/2023 directors must own 1,000 shares immediately, 5,000 within 5 years, and 10,000 to sell; deferral units count toward ownership; inability to sell until thresholds are met.
- Mr. Todd (director since 2006) holds 13,545 shares, exceeding the 10,000-share guideline applicable to pre-2023 directors.
- Insider Trading Policy prohibits short sales, hedging, and pledging/margin accounts (exception for pre-existing pledges as of Feb 18, 2025).
Governance Assessment
- Board effectiveness: Independent director serving as Nominating Chair and Compensation Committee member; committee independence and charters established; strong governance structure with independent chairman.
- Attendance/engagement: Board met 12 times in 2024; each director met at least the 75% attendance threshold across board/committee meetings.
- Pay mix and alignment: 2024 compensation of $51,495 comprised of $29,500 cash and $21,995 equity via restricted stock; annual director awards governed by a $140,000 cap; equity grants fully vest annually (2025 for the 2024 grant).
- Ownership alignment: Mr. Todd’s 13,545 shares exceed the director guideline; hedging/pledging prohibited enhances alignment; pre-trade pre-clearance, blackout windows enforced.
- Shareholder sentiment: Say-on-pay approval was strong (2025: 4,019,104 For; 61,274 Against; 24,410 Abstain) and annual say-on-frequency supported “1 Year”; 2024 say-on-pay was 4,497,016 For; 150,124 Against; 15,369 Abstain.
Related-party and conflict review
- Loans to directors/executives exist in the ordinary course with arms-length terms; aggregate outstanding to directors/executives was ~$453,931 at Dec 31, 2024 (prior year ~$1.1 million); no specific related-party transaction involving Mr. Todd disclosed.
- Annual independence determinations based on director/officer questionnaires conducted by an all-independent nominating committee.
Risk indicators and red flags
- No hedging/pledging permitted under Insider Trading Policy (exception only for pre-existing arrangements as of Feb 18, 2025).
- No director-specific related-party transactions or attendance issues disclosed for Mr. Todd.
- Equity plan prohibits option/SAR repricing without shareholder approval; double-trigger CoC vesting mitigates windfall risk.
Fixed Compensation (Detail for Mr. Todd, 2024)
| Item | Amount ($) | Citation |
|---|---|---|
| Fees Earned or Paid in Cash | 29,500 | |
| Stock Awards (grant-date FV) | 21,995 | |
| Option Awards | — | |
| Non-Equity Incentive Plan Compensation | — | |
| Nonqualified Deferred Compensation Earnings | — | |
| All Other Compensation | — | |
| Total | 51,495 |
Performance Compensation (Plan Metrics and Award Mechanics)
| Category | Details | Citation |
|---|---|---|
| Annual Director Equity Grant | 1,224 restricted shares granted Feb 20, 2024; vest Jan 1, 2025 | |
| Grant-date Fair Value | $21,995 (valued at $17.97 per share) | |
| Change-of-Control Treatment | Double-trigger vesting; replacement awards may maintain terms | |
| Performance Goals Universe (for perf-based awards) | TSR, EPS, ROE, ROA, net income, revenue growth, efficiency, loan/deposit growth, asset quality, NIM, liquidity, market share, etc. | |
| Director Award Cap | Aggregate annual cash + grant-date equity ≤ $140,000 |
Say-on-Pay & Shareholder Feedback (Board-level context)
| Year | Say-on-Pay For | Against | Abstain | Broker Non-Vote | Notes |
|---|---|---|---|---|---|
| 2024 | 4,497,016 | 150,124 | 15,369 | 1,235,862 | Approval of NEO compensation |
| 2025 | 4,019,104 | 61,274 | 24,410 | 1,353,537 | Annual “1 Year” say-on-frequency supported |
Compensation Peer Group (for benchmarking program governance)
FCCO’s compensation comparisons use a Southeastern U.S. publicly traded bank index sized 0.5× to 1.5× FCCO’s assets; peer index names listed in proxy (as of 12/31/2023).
Governance Policies
- Stock Ownership Guidelines for directors (thresholds and deferral enforcement).
- Insider Trading Policy banning short sales, hedging, pledging/margin accounts; pre-clearance and blackout periods; Rule 10b5-1 plan procedures.
- Clawback policy (SEC/Nasdaq-compliant) for executive incentive compensation tied to restatements; three-year recovery lookback.
Equity Ownership (Beneficial Ownership Detail)
| Name | Shares Owned | Right to Acquire (≤60 days) | % Beneficial Ownership | Basis |
|---|---|---|---|---|
| Roderick M. Todd, Jr. | 13,545 | — | 0.18% | 7,681,600 shares outstanding (as of Mar 27, 2025) |
Governance Assessment (Bottom Line for Investors)
- Strengths: Independent director with meaningful tenure and local market/legal expertise; chairs Nominating while serving on Compensation; meets ownership guideline; robust insider-trading and clawback policies; independent chairman and committee structures; strong shareholder support on say-on-pay.
- Watch items: Ordinary-course director/executive loans exist (aggregate ~$453,931 at year-end 2024), but governed by Reg O and internal policy requiring market terms; monitor any future related-party disclosures for changes in risk profile.