Thomas C. Brown
About Thomas C. Brown
Thomas C. Brown, 67, is a Class II independent director of First Community Corporation (FCCO) and has served on the board since the company’s formation in 1994. He is the Priest-Rector at St. Paul’s Church in Greenville, SC (since 2011) and previously served as Assistant Rector at All Saints Church, Pawleys Island (2008–2011). Brown holds a B.S. in Civil Engineering from Clemson University (1981) and completed a three-year term on the Clemson Board of Visitors. His background includes ownership and leadership of a Myrtle Beach restaurant business, T.C.B. Enterprises of South Carolina, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| St. Paul’s Church (Greenville, SC) | Priest-Rector | 2011–present | Parish leadership and governance |
| All Saints Church (Pawleys Island, SC) | Assistant Rector | 2008–2011 | Parish ministry leadership |
| T.C.B. Enterprises of South Carolina, Inc. | President & Owner | Not disclosed | Small business operations; insights into SMB segment |
| Clemson University | Board of Visitors (completed 3-year term) | Not disclosed | University advisory role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| St. Paul’s Church (Greenville, SC) | Priest-Rector | 2011–present | Current primary occupation |
| All Saints Church (Pawleys Island, SC) | Assistant Rector | 2008–2011 | Prior role |
| T.C.B. Enterprises of South Carolina, Inc. | President & Owner | Not disclosed | Prior private company role |
| Public company boards | — | — | None disclosed |
Board Governance
- Independence: Determined independent under Nasdaq standards .
- Tenure and Class: Class II director; board has 12 members across staggered classes .
- Committee assignments:
- Compensation Committee: Chair; members include Brown (Chair), Mickey E. Layden, E. Leland Reynolds, Alexander Snipe, Jr., and Roderick M. Todd, Jr. (met 4 times in 2024) .
- Audit Committee: Not a member; membership is Sosebee (Chair), Hollar, Jones, Kitchens (met 5 times in 2024) .
- Nominating Committee: Not a member; membership is Todd (Chair), Reynolds, Snipe, Sosebee (met 4 times in 2024) .
- Board attendance: Board met 12 times in 2024; each director attended at least 75% of combined board and committee meetings .
- Policies and governance:
- Stock ownership guidelines: Pre-2/21/2023 directors must own ≥10,000 shares; directors on/after 2/21/2023 have phased thresholds (1,000 immediate; 5,000 within five years; 10,000 before selling). Deferred units count toward compliance. Pre-approval required for trades; no hedging/short sales/pledging permitted under Insider Trading Policy .
- Equity Plan governance features: Double-trigger vesting on change of control; no discounted options; no repricing without shareholder approval; annual cap of $140,000 for director awards; no dividend equivalents on unvested performance awards .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 27,000 | 26,000 |
| Retainer and meeting fee policy (context) | Chairman retainer $14,500; board meeting fee $1,350; committee chair retainers $11,000 (2023), $11,500 (2024); loan committee chair $13,500; outside director retainer $9,500; board meeting fee $1,000; committee meeting $500; audit committee meeting $750 | Chairman retainer $14,500; board meeting fee $1,350; committee chair retainers $11,500; loan committee chair $13,500; outside director retainer $9,500; board meeting fee $1,000; committee meeting $500; audit committee meeting $750 |
Notes:
- Brown’s cash fees reflect his outside director role and chair responsibilities; specific breakout of retainer vs chair fees is not separately disclosed in the individual line items .
Performance Compensation
| Equity Grant Details | 2023 | 2024 |
|---|---|---|
| Grant date | Feb 21, 2023 | Feb 20, 2024 |
| Restricted shares granted (#) | 690 | 1,224 |
| Grant-date fair value per share ($) | 20.29 | 17.97 |
| Total grant-date fair value ($) | 14,000 | 21,995 |
| Vesting status/date | Unvested at 12/31/2023; vested 1/1/2024 | Unvested at 12/31/2024; vested 1/1/2025 |
Performance metrics:
- No performance metrics tied to director equity grants are disclosed; awards are time-based restricted stock under board compensation plan .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Overlap/Interlocks |
|---|---|---|---|
| Public company boards | Public | — | None disclosed |
| Clemson University Board of Visitors | Academic | Completed 3-year term | No interlocks disclosed |
Expertise & Qualifications
- Small business operations expertise through ownership/management of T.C.B. Enterprises; valuable for community banking SMB focus .
- Civil engineering education (Clemson B.S., 1981); community leadership through clergy roles .
- Long-serving director with regional market insight in Greenville and Midlands of South Carolina .
Equity Ownership
| Metric | Value |
|---|---|
| Shares of Common Stock Owned (direct/indirect) | 31,944 |
| “Right to Acquire” (deferred share units disclosed) | 7,379 |
| % of Beneficial Ownership | 0.51% (based on 7,681,600 shares outstanding as of 3/27/2025) |
| Deferred Compensation Plan – 2023 units accumulated (#) | 1,540 |
| Deferred Compensation Plan – 2024 units accumulated (#) | 1,646 |
| Fees Deferred & Dividend Allocation – 2023 ($) | 29,298 |
| Fees Deferred & Dividend Allocation – 2024 ($) | 30,380 |
| Ownership guideline status | Meets pre-2/21/2023 director requirement of ≥10,000 shares |
| Hedging/Pledging | Prohibited by Insider Trading Policy |
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Brown has direct influence over executive and director pay structures; the committee met four times in 2024 and oversees incentive risk, equity plans, and CEO evaluations under a formal charter — a positive for governance rigor .
- Independence and attendance: Confirmed independent; board met 12 times in 2024; each director attended at least 75% of combined meetings — acceptable baseline engagement .
- Pay mix and alignment: Director compensation includes meaningful equity (2024: $26,000 cash; $21,995 equity), with Brown also deferring fees into share units, increasing ownership alignment. Mix shifted toward equity from 2023 (cash $27,000; equity $14,000) to 2024 (cash $26,000; equity $21,995), improving alignment alongside strict ownership guidelines and anti-hedging/pledging policies .
- Equity plan safeguards: Double-trigger vesting on change of control and prohibition on repricing/discounted options are shareholder-friendly; director annual award cap ($140,000) mitigates pay inflation risk .
- Related-party/Conflict review: Annual D&O questionnaires reviewed by independent nominating committee; specific related-party transactions disclosed relate to another director (Layden), not Brown — no Brown-specific related-party exposure disclosed .
RED FLAGS:
- None disclosed specific to Brown regarding related-party transactions, hedging/pledging, attendance shortfalls, or say-on-pay impacts; director option repricing not permitted; no delinquent Section 16 filings noted for Brown (one late filing pertains to CFO) .
CONTROLS/IMPLICATIONS FOR INVESTORS:
- Brown’s long tenure and regional SMB experience support FCCO’s community banking focus; his role as Comp Committee Chair and consistent use of time-based equity with fee deferrals indicate alignment, though lack of performance-tied metrics for director equity is typical and places emphasis on ownership guidelines and committee oversight to drive pay-for-performance outcomes .