Sarah T. Donley

About Sarah T. Donley

Sarah T. Donley, 59, is Executive Vice President and Chief Operations Officer/Chief Risk Officer of First Community Corporation (First Community Bank), effective January 1, 2025. She has been with the bank since 1997, previously serving as Senior Vice President and Controller since 2015, with earlier roles in finance, accounting, operations, and information technology. Donley holds a B.A. in economics (minors in business administration and psychology) from Wittenberg University and is a CPA; she is also a graduate of the First Community Bank Leadership Institute . Company performance context during the most recent periods shows net income rising to $13.955 million in 2024 from $11.843 million in 2023, while the company’s TSR index rose to 125.12 in 2024 (from 109.04 in 2023 and 107.71 in 2022) .

Past Roles

External Roles

Fixed Compensation

• Individual base salary, target bonus, and cash incentive outcomes for Donley are not disclosed in the 2025 proxy (only CEO and the two most highly compensated executive officers are included in the Summary Compensation Table) .
• The compensation committee emphasizes performance linkage and has historically included annual equity award grants as part of executive pay to align with shareholders .

Performance Compensation

• Donley is eligible under the company’s equity incentive framework as a member of the Executive Leadership Team. The plan uses a mix of time-based RSUs (TRSUs) and performance-based RSUs (PRSUs). TRSUs cliff vest three years from grant; PRSUs vest after a three-year performance period with a payout range of 0–200% of target, subject to continued employment and additional conditions .
• Key PRSU metric: relative total shareholder return (TSR) versus the combined average of the Nasdaq Bank Index (CBNK) and Dow Jones U.S. Micro Cap Banks Index; accelerated vesting requires (i) an internal soundness measure based on regulatory rating, (ii) at least 80% of budgeted net core income each year of the period, and (iii) continued employment through vesting .
• Equity plan safeguards: no discounted options, no repricing without shareholder approval, and double-trigger vesting on change of control (no automatic single-trigger acceleration) .

Context on recent outcomes (for NEO cohort, not Donley-specific): 2022 PRSUs were reported as achieved at 128.5% of target and vested February 18, 2025 for named executive officers, illustrating above-target performance realization in that award cycle .

Equity Ownership & Alignment

• Stock ownership guidelines: Executive Leadership Team members must own at least 2x annual base salary in company stock; no time-based compliance period, but covered persons may not sell company stock until the threshold is met. Pre-approval is required before trading; includes insider trading blackout periods .
• Hedging and pledging: Prohibited for directors, officers, and employees (no short sales, hedging/monetization, or pledging/margin accounts). A limited exception applies only to securities already in margin/pledged as of the policy’s effective date (February 18, 2025) .
• Clawback: Incentive Compensation Recovery Policy effective September 19, 2023 requires recovery of erroneously awarded incentive compensation following any accounting restatement, regardless of misconduct .
• Near-term option exercise pressure: As of March 27, 2025, no executive officer had the right to acquire shares within 60 days, reducing short-term exercise/selling catalysts from options .

Employment Terms

• The proxy describes employment agreements for CEO Michael C. Crapps and CFO D. Shawn Jordan (with severance and change-in-control terms), and an amended agreement for J. Ted Nissen; it does not disclose an employment agreement for Donley .
• Equity plan change-in-control: Double-trigger required for vesting (continued awards retain pre-CoC vesting terms; full vest on involuntary termination within 24 months of CoC). No discounted options/SARs; no repricing without shareholder approval; no dividends or dividend equivalents on unvested performance awards; responsible share recycling provisions .

Performance & Track Record

Company performance context during Donley’s tenure (most recent periods):

• 2024 operating highlights: total deposits +$164.9 million (+10.9% YoY); total loan growth +$86.5 million (+7.6% YoY); wholesale funding reduced from $138.1 million (12/31/2023) to $10.4 million (12/31/2024) .
• Credit quality at YE 2024: non-performing assets 0.04% of total assets; past due loans 0.05%; net charge-offs for 2024 of $65 thousand (net loan recoveries excluding overdrafts of $6 thousand) .
• Capital and book value: bank-level CET1 12.87% at 12/31/2024; tangible book value per share $16.93 at 12/31/2024 .

Risk Indicators & Policies Relevant to Donley

• Anti-hedging and anti-pledging restrictions for all officers (including Donley), with limited grandfathering for pre-existing pledges as of Feb 18, 2025 .
• Clawback policy aligned with SEC/Nasdaq rules adopted Sept 19, 2023 .
• Stock ownership guidelines enforce alignment; executives cannot sell until meeting the ownership threshold (2x salary) .
• Insider trading controls: pre-clearance, blackout periods, and 10b5-1 plan procedures .

Say-on-Pay and Pay Philosophy Context

• The board seeks to link pay with performance while remaining competitive; equity awards are used to align executives with shareholders and support retention .
• 2025 proxy includes an advisory say-on-pay vote (Proposal 2) and seeks shareholder approval of the amended and restated 2021 Omnibus Equity Incentive Plan to increase the share reserve by 450,000 shares .

Investment Implications

• Alignment: Ownership requirement (2x salary), anti-hedging/pledging, and clawback collectively indicate strong alignment design and mitigate misaligned risk-taking; double-trigger CoC vesting reduces windfall risk .
• Retention: Donley’s 28+ years with the bank and elevation to COO/CRO suggest low near-term flight risk; 3-year cliff vesting on TRSUs and multi-year PRSUs further tether senior leaders through 2027 grant cycles, though Donley’s individual grant sizes are not disclosed .
• Trading signals: Form 4 filings around February have historically captured vesting activity for NEOs; monitor for Donley’s potential RSU vesting windows and any 10b5-1 activity despite strict anti-hedging/pledging and blackout rules .
• Execution risk: With Donley overseeing operations and risk, recent performance tailwinds—deposit growth, improving NIM momentum, strong asset quality—support operational stability, though macro interest rate and funding dynamics remain key variables for community banks .

Citations: FCCO DEF 14A (2025-04-08), Executive officer biographies FCCO DEF 14A (2025-04-08), Compensation philosophy and SCT overview FCCO DEF 14A (2025-04-08), 2024/2023 TRSU/PRSU grants and vesting mechanics; metrics and payout range FCCO DEF 14A (2025-04-08), Restated Equity Incentive Plan features (double-trigger, no repricing, recycling, dividend rules) FCCO DEF 14A (2025-04-08), Prohibition on short sales/hedging/pledging; Clawback Policy FCCO DEF 14A (2025-04-08), Security ownership table (note on exec rights within 60 days) FCCO DEF 14A (2025-04-08), Pay versus Performance (TSR index and Net Income data) FCCO DEF 14A (2025-04-08), Proxy card with SOP proposal and equity plan proposal FCCO DEF 14A (2025-04-08), CFO employment agreement and CoC terms FCCO DEF 14A (2025-04-08), CEO and other NEO employment/change-in-control terms FCCO 8-K (2025-01-22), 2024 results highlights (net income, deposits, loans, funding); dividend FCCO 8-K (2025-01-22), Capital ratios and tangible book value FCCO 8-K (2025-01-22), Net interest income/margin momentum FCCO 8-K (2025-01-22), Income statement detail and profitability ratios