W. James Kitchens, Jr.

About W. James Kitchens, Jr.

W. James Kitchens, Jr., 63, is a Class II independent director of First Community Corporation (FCCO), serving on the board since formation in 1994 and as vice chair since 2021. He is a Certified Public Accountant and Chartered Financial Analyst, and is president of Wealthplan, LLC (formerly The Kitchens Firm, PA), an accounting and investment consulting firm in Columbia, SC, where he has served since 1996; he holds a B.S. in Mathematics from The University of the South (1984) and an MBA from Duke University (1986) . The board has determined he is independent under Nasdaq rules and that he qualifies as an “audit committee financial expert” under SEC rules .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; the board explicitly designates Kitchens as an “audit committee financial expert” .
• Independence: Board determined Kitchens is independent under Nasdaq listing standards .
• Attendance and engagement: The board met 12 times in 2024; each director attended at least 75% of the combined total of board and applicable committee meetings .
• Historical chair experience: Served as Audit Committee Chair for the first two meetings in 2021 prior to rotation, evidencing governance leadership .

Fixed Compensation

• Structure (2024): Outside directors received a $9,500 retainer, $1,000 per board meeting, and $500 per committee meeting; Audit Committee members received $750 per audit meeting. Chairs of ALCO, Audit, Compensation, and Nominating received $11,500 annual retainers; Loan Committee chair received $13,500; Board chair received $14,500 retainer and $1,350 per board meeting .
• Director Deferred Compensation Plan: Directors may elect to defer all/part of cash fees into stock units credited quarterly; Kitchens deferred $5,650 in 2024 (296 units), and his cumulative units since inception totaled 9,913 .

Performance Compensation

• FCCO uses time-based restricted stock for directors; no performance metrics are tied to director equity grants. Grants and vesting are standardized across non-employee directors .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA and CFA credentials; identified by FCCO as Audit Committee Financial Expert .
• Over three decades leading an accounting/investment consulting firm; deep tax and financial accounting knowledge .
• Long board tenure at FCCO with prior committee chair rotation experience .

Equity Ownership

• Kitchens beneficially owned 26,436 shares as of March 27, 2025, with “right to acquire” 9,913 units via the director deferred compensation plan upon separation; beneficial ownership equals 0.47% . Indirect holdings include 9,223 shares via Kitchens Family Investments, LLC; 6,044 via Kitchens Trust Investments, LLC; and 465 via Charitable Contribution Fund, Inc. (pecuniary interest disclaimed; voting/disposition control noted) .
• As of March 28, 2024, Kitchens beneficially owned 25,596 shares with “right to acquire” 9,617 units; beneficial ownership equals 0.46% .

Section 16(a) compliance: FCCO states all directors’ and officers’ reports were timely in 2024 except one CFO transaction; no exceptions were noted for Kitchens .

Governance Assessment

• Strengths

  • Independent director with CPA/CFA credentials and designated Audit Committee Financial Expert status; deep accounting/tax expertise enhances audit oversight quality .
  • Consistent Audit Committee service and prior chair rotation demonstrate committee leadership and continuity .
  • Attendance: Board met 12 times in 2024, and each director met at least the 75% attendance threshold, indicating baseline engagement .
  • Ownership alignment: Material personal shareholdings and cumulative deferred stock units provide long-term alignment; no stock options outstanding for directors .

• Potential risk indicators to monitor

  • Very long tenure (since 1994) can warrant continued scrutiny of independence; FCCO’s board affirms independence under Nasdaq, and no related-party transactions for Kitchens are disclosed in the proxy’s independence review .
  • Indirect holdings via family entities and a charitable entity with voting control are disclosed; while not related-party transactions, they merit monitoring for any future pledging or governance implications; no pledging/hedging is disclosed in proxy .
  • Compensation mix shows increased equity grants to directors in 2024 versus 2022 (RS share count and fair value), which is generally alignment-positive but should be tracked for dilution and plan governance (Omnibus Plan appended) .

• Related-party transactions and conflicts

  • The board’s independence review lists transactions for another director (Ms. Layden) and concludes de minimis impact; no related-party transactions are disclosed for Kitchens .

• Director compensation mix and trend (indicative signals)

  • Cash fees rose from $27,500 (2022) to $29,500 (2024); equity grant fair value increased from $14,002 to $21,995; total from $41,502 to $51,495, reflecting higher equity use and modest cash escalation .
  • Director equity grants are time-based; no performance metrics tied to director equity awards, consistent with standard board pay practices .

RED FLAGS

• None disclosed specific to Kitchens (no late Section 16 filings, no related-party transactions, no options repricing, no pledging disclosed) in the proxy materials .