Continuing Directors
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Name |
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Age |
|
Served as Director Since |
Class I Directors (Terms Expiring in 2025) |
G. Matthew Brown |
|
71 |
|
2019 |
Charles M. Dixon |
|
60 |
|
2014 |
Peter ("Trey") A. DeSantis, III |
|
50 |
|
2019 |
|
|
|
|
|
Class III Directors (Terms Expiring in 2024) |
Fortson T. Rumble |
|
61 |
|
2011 |
Stephanie B. Tillman |
|
52 |
|
2010 |
There are no arrangements or understandings between any of the nominees, directors or executive officers and any other person pursuant to which any of our nominees, directors or executive officers have been selected for their respective positions.
No nominee, member of the board of directors or executive officer is related to any other nominee, member of the board of directors or executive officer.
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Director Experience
The business experience for the past five years of each of our directors is set forth below. The biographies also contain information regarding the person’s experience, qualifications, attributes or skills that caused the board of directors to determine that the person should serve as a director. Unless otherwise indicated, directors have held their positions for the past five years.
J. Travis Bryant has extensive executive leadership experience. Since August 2013, Mr. Bryant has served as the President, and Chief Executive Officer and as a director at Coastal Forest Resources Company. Mr. Bryant also currently serves as a director at Coastal Plywood Company. Prior to that, Mr. Bryant was employed at the accounting firm, Lanigan & Associates P.C. Mr. Bryant also served as the Chief Financial Officer for a privately held entity. Mr. Bryant is a Certified Public Accountant with extensive financial expertise including in the oversight, preparation, audit and evaluation of financial statements. The Board of Directors believes that it benefits from Mr. Bryant's experience as a certified public accountant and business executive.
G. Matthew Brown is the former Chief Executive Officer of TC Federal Bank, having retired on December 31, 2020 after serving in that capacity since July 2018 and having joined TC Federal Bank in March of 2017. Prior to serving in the Chief Executive Officer role in 2018, Mr. Brown served as Executive Vice President and Tallassee Market President for TC Federal Bank since March 2017. Mr. Brown provided consulting work to TC Federal Bank in 2021. Mr. Brown has over 45 years of experience in serving financial institutions, including more than 20 years as an executive officer and board member. Mr. Brown has been involved in many community activities. He previously served as the Chairman of the Board of the Greater Tallahassee Chamber of Commerce and Chairman of the Community Foundation of North Florida. He has also served on the boards of the Florida Bankers Association and the Florida School of Banking. The Board of Directors believes that the board benefits from Mr. Brown’s extensive experience with financial institutions, including a prior to mutual to stock conversion, executive leadership, vision, and community and industry connections. Mr. Brown graduated from Florida State University with a B. S. in Social Sciences and an M.S. in Public Administration. He is also a graduate of Georgia’s School of Executive Development and the University of Texas’ Graduate School of Community Bank Management.
Peter (“Trey”) A. DeSantis, III has been a partner of the commercial real estate brokerage and property management firm, TLG Real Estate Services, PLLC (based in Tallahassee, Florida) since 2005. Mr. DeSantis is a licensed Real Estate Salesperson in Georgia and Florida. Prior to joining TLG Real Estate Services, PLLC, Mr. DeSantis worked as an attorney in both Georgia and Florida and maintains his bar license in both states. Mr. DeSantis’s career experience as an attorney and partner in a commercial real estate brokerage firm includes risk management, strategic planning and commercial real estate. Mr. DeSantis spent his youth in Thomasville Georgia and currently resides in Tallahassee, Florida. Mr. DeSantis previously served on the Tallahassee Advisory Board for a high-performance regional bank. The Board of Directors believes that the board benefits from Mr. DeSantis’ real estate brokerage and management experience in North Florida and South Georgia and related connections.
Charles M. Dixon retired as the President of Dixon Pest Services, Inc.in August 2022. Dixon Pest Services, Inc. operates out of Thomasville, Georgia and provides pest control services in Alabama, Georgia Florida and South Carolina. Mr. Dixon is a licensed Associate Certified Entomologist and is the recipient of the PCT Syngenta Class of 2007 Leadership Award. Mr. Dixon also owns D.P.S. Holdings of Thomasville, LLC, a real estate investment and holding company. Mr. Dixon previously served as the President of the Georgia Pest Control Association, and was a board member and Commercial Committee Correspondent for the National Pest Management Association. In 2015, Mr. Dixon attended Office of the Comptroller of the Currency Bank Director Training in Denver, Colorado. Mr. Dixon has served in various roles for the Rotary Club of Thomasville, Thomas University and First United Methodist Church of Thomasville. Mr. Dixon previously served on a Thomasville commercial bank’s Advisory Board. The Board of Directors believes the board benefits from Mr. Dixon’s experience as a small business owner as well as his ties with the Thomasville, Georgia market. Mr. Dixon serves as Chair of the Nominating and Corporate Governance Committee.
Gregory H. Eiford has served as the President and Chief Executive Officer of TC Federal Bank since January 1, 2021, following the retirement of G. Matthew Brown. Mr. Eiford was named our President and Senior Lending Officer in August 2019, having previously served as Executive Vice President and Thomasville Market President since 2017 and Senior Lender since 2010. Mr. Eiford has been employed with TC Federal Bank since October 2008.
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Mr. Eiford has been instrumental in managing numerous projects related to the Bank’s transition to a community bank platform. Prior to being employed with TC Federal Bank, Mr. Eiford owned and operated E & E Homes, a residential home builder, from 2004 through 2008 and Rayann’s Christian Book Stores from 2002 through 2008, both in Thomasville, Georgia. Mr. Eiford is a graduate of The Georgia Institute of Technology and the Stonier School of Banking. He previously served on the Board of Directors of the Thomasville Chamber of Commerce and is Past President of Thomasville’s Habitat for Humanity, Brookwood School Athletic Boosters and is the past Deacon and Vice Chairman of First Baptist Church of Thomasville. Mr. Eiford also serves on the Georgia Bankers Association Community Bankers Committee. The Board of Directors believes that the board benefits from Mr. Eiford’s experience with financial institutions and leadership position within the Company, as well as his community and industry connections.
Jefferson L. Johnson has 30 years of experience as a Certified Public Accountant (CPA) and is the co-owner of the CPA firm Guy, Johnson & Rayburn, P.C. Mr. Johnson’s 32 years of experience as an accountant includes working with businesses and individuals as well as auditing financials. Mr. Johnson has served on the board of a Thomasville Women’s Shelter and is a member of First Baptist Church of Thomasville, Georgia. The Board of Directors believes the board benefits from Mr. Johnson’s experiences as a certified public accountant and small business owner. Mr. Johnson serves as Vice Chair of the Board and Chair of the Audit Committee.
Fortson T. Rumble is the former President of Rumble’s, Inc., an office supply and services company, prior to the company’s sale in 2018. Since the sale of Rumble’s, Inc. Mr. Rumble works as a consultant for Rumbles Document Solutions, LLC and is a partner in ER FR Enterprisers, a real estate holding company. Mr. Rumble serves as Chairman of the Board of Thomas University in Thomasville Georgia and serves on the Board of Directors of The Archbold Hospital Foundation. The Board of Directors believes that the board benefits from Mr. Rumble’s experience as a small business owner and related connections. Mr. Rumble serves as Chairman of the Compensation Committee.
Stephanie B. Tillman is the Chief Legal Officer of Flowers Foods, Inc. (NYSE: FLO) a publicly-traded producer of fresh bakery products. Ms. Tillman was appointed Chief Legal Officer on January 1, 2020 and prior to that served as Vice President, Chief Compliance Officer and Deputy General Counsel of Flowers Foods, Inc. She is also the secretary of the company and serves as assistant secretary of the various subsidiaries of the company. She is licensed to practice law in the state of Georgia and has done so for approximately 28 years. In addition to her law degree, Ms. Tillman also earned her Master of Business Administration and holds a Bachelor of Science in Education. She is vice president and co-owner of Litespot Enterprises, LLC, a rental property management business established in 2005. Ms. Tillman serves on the board of directors of the Partnership for Inclusive Innovation, a public-private partnership launched in 2020 to lead a coordinated statewide effort to position the State of Georgia as the technology capital of the East Coast. The Board of Directors believes that the board benefits from Ms. Tillman’s experience as general counsel to a NYSE publicly-traded company, her experience with mergers and acquisitions, SEC reporting, and her ties with the Thomasville, Georgia market. Ms. Tillman serves as Chair of the Board.
Executive Officers
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|
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Name |
|
Title |
Gregory H. Eiford |
|
President and Chief Executive Officer |
Nathan L. Higdon |
|
Executive Vice President and Senior Lender |
Linda K. Palmer |
|
Executive Vice President and Chief Financial Officer |
Michael S. Penney |
|
Executive Vice President and Chief Credit Officer |
Because Mr. Eiford also serves on our board of directors, we have provided biographical information for him above. Biographical information for each of Mr. Higdon, Ms. Palmer and Mr. Penney is provided below. Age information is as of December 31, 2022. The executive officers of TC Bancshares, Inc. and TC Federal Bank are elected annually.
Nathan L. Higdon, age 48, was named Executive Vice President/Senior Lender in January 2021, having previously served as a Tallahassee Market President for TC Federal Bank since November 2018, and a commercial lender in Tallahassee since his hiring in June of 2012. Prior to Mr. Higdon’s work with the bank, he served as the Vice
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President of Operations for Ira Higdon Grocery Company, managing wholesale grocery distribution operations. Mr. Higdon currently serves on the Tallahassee Chamber of Commerce Board, is on the board of directors of the Fellowship of Christian Athletes, and is the acting Chairman of the Board of the Alfred B. McClay School Alumni Association. Mr. Higdon obtained his degree from Louisiana State University and attended the Stonier School of Banking.
Linda K. Palmer, age 67, was named our Executive Vice President and Chief Financial Officer in May 2019. She has previously served in a variety of leadership positions in community banks in her nearly thirty plus year career in community banking. From April 2014 through October 2018, Ms. Palmer served as Senior Vice President and Chief Financial Officer of Farmers & Merchants Bank. Following the sale of Farmers & Merchants Bank to The First, a national banking association, Ms. Palmer continued employment with The First as an accounting officer from November 2018 through May 2019.
Michael S. Penney, age 56, was named Executive Vice President/Chief Credit Officer in October 2022, having previously served as Senior Vice President/Chief Credit Officer since June 2021. From February 2016 through June 2019, Mr. Penney served as a Senior Vice President at Synovus, there he served as a commercial relationship manager calling on commercial customers throughout the Tallahassee/Thomasville markets. Mr. Penney then served as a Senior Vice President at Prime Meridian Bank from June 2019 through June 2021 as a Commercial Banking Manager managing a team of Commercial Bankers as well as the bank's Treasury Management function. Mr. Penney is active in many civic and community organizations including: having served as United Way Loan Executive; former board member of Big Bend Hospice; and former board member and finance chair of Community Christian School. Mr. Penney has also been actively involved in youth sports coaching and served as past President of Leon Baseball Boosters. Mr. Penney holds a Bachelor's of Science degree in finance from Florida State University and is a graduate of Leadership Tallahassee Class 30.
Expected Transition of Chief Financial Officer
On February 1, 2023, the Company announced that Ms. Palmer will step down from the Chief Financial Officer position on May 18, 2023. Scott McLean, previously the Executive Vice President and Chief Financial Officer of Union Bank, has joined the Company, and is expected to assume the role of Chief Financial Officer upon Ms. Palmer's retirement on May 18, 2023. The Company would like to thank Ms. Palmer for the valuable role she has played during her four years as our Chief Financial Officer. As noted by Greg Eiford, "Linda's leadership was key through a period of growth including our initial public offering. In addition, Linda added valuable input on the succession process."
Scott "Mac" McLean, age 58, has served as the Chief Financial Officer for three other community banking institutions prior to joining the Company. Most recently, he served as the Chief Financial Officer of Union Bank from March of 2018 through its merger with FNB Corporation in December 2022. In addition, Mr. McLean was a commissioned bank examiner with the Federal Reserve system and is a certified public accountant.
Involvement in Certain Legal Proceedings
In August 2012, Premier Bank Holding Company filed a voluntary petition for relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code to facilitate the sale of Premier Bank to Home Bancshares, Inc. At the time of such filing, Mr. Brown was serving as President and Chief Executive Officer and Ms. Palmer was serving as Executive Vice President and Chief Financial Officer of Premier Bank Holding Company. Mr. Brown served as President and Chief Executive Officer of Premier Bank and Premier Bank Holding Company from April 2000 through December 2012. Ms. Palmer joined Premier Bank in 2001, and served as Executive Vice President and Chief Financial Officer from December 2004 through December 2012. In 2012, the Bankruptcy Court approved the sale of Premier Bank to Home Bancshares, Inc., at which time Premier Bank was merged with and into Centennial Bank. In 2013, the Bankruptcy Court approved the conversion of the petition to a filing under Chapter 7, an independent trustee was appointed, and the dissolution of Premier Bank Holding Company was completed under Bankruptcy Court review and supervision with no finding of personal liability against the directors or officers of Premier Bank Holding Company.
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Transactions With Certain Related Persons
The Audit Committee is responsible for reviewing and approving related party transactions. Additionally, it is responsible for reviewing the procedures used to identify related parties and any transactions with related parties. Pursuant to SEC regulations, we are required to disclose any transaction, or any transaction that is currently proposed, in which we were or are a participant, where the amount involved exceeds $120,000, and any related person has or will have a direct (or indirect) material interest.
Laquan Brunner, the sister of the chair of the board of directors, Stephanie Tillman, is the Chief Information Officer of the Bank and received salary and bonus compensation totaling approximately $140,000 in 2022.
Since December 31, 2021, other than described above, and except for loans to executive officers made in the ordinary course of business that were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank and for which management believes neither involve more than the normal risk of collection nor present other unfavorable features, we and our subsidiaries have not had any transaction or series of transactions, or business relationships, nor are any such transactions or relationships proposed, in which the amount involved exceeds $120,000 and in which our directors or executive officers have a direct or indirect material interest.
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CORPORATE GOVERNANCE
Board Independence
The board of directors has determined that each of our directors, with the exception of Mr. Eiford and Mr. Brown, is “independent” as defined in the listing standards of the Nasdaq Stock Market. Mr. Eiford is not considered independent because he currently serves as our President and Chief Executive Officer. Mr. Brown is not considered independent because he previously served as the Chief Executive Officer of the Bank. In determining the independence of our directors, the board of directors considered relationships between the Company and our directors that are not required to be reported under “—Transactions With Certain Related Persons,” below, including loan and deposit relationships with the Bank.
Board Leadership Structure and Risk Oversight
Our board of directors is chaired by Stephanie B. Tillman, who is an independent director. This ensures a greater role for the independent directors in the oversight of the Company and the Bank and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the board.
To further assure effective independent oversight, the board of directors has adopted a number of governance practices, including:
•a majority independent Board of Directors;
•periodic meetings of the independent directors; and
•annual performance evaluations of the President and Chief Executive Officer by the independent directors.
Our board of directors recognizes that, depending on the circumstances, other leadership models might be appropriate. Accordingly, our board of directors periodically reviews its leadership structure.
Our board of directors is actively involved in oversight of risks that could affect the Company. This oversight is conducted primarily through committees of the board of directors, but the full board of directors has retained responsibility for general oversight of risks. The board of directors also satisfies this responsibility through reports by the committee chair of all board committees regarding the committees’ considerations and actions, through review of minutes of committee meetings and through regular reports directly from officers responsible for oversight of particular risks within the Company. Risks relating to the direct operations of the Bank are further overseen by the board of directors of the Bank, all of whom are the same individuals who serve on the board of directors of the Company. The board of directors of the Bank also has additional committees that conduct risk oversight. All committees are responsible for the establishment of policies that guide management and staff in the day-to-day operation of the Company and the Bank such as lending, risk management, asset/liability management, investment management and others.
Code of Ethics and Business Conduct
The board of directors believes that it is important to encourage the highest level of corporate ethics and responsibility. Among other things, the board adopted a Code Ethics and Business Conduct, which applies to all of our directors, officers and employees. The Code of Ethics and Business Conduct may be obtained without charge by written request to: TC Bancshares, Inc., Attention: Corporate Secretary, 131 South Dawson Street, Thomasville, Georgia 31792. We will post on our website (www.tcfederal.com) any amendments to, or waiver from, the Code of Ethics and Business Conduct as it applies to any director or officer to the extent required to be disclosed by applicable Nasdaq or SEC requirements.
Short Sale and Hedging Policy
Pursuant to our insider trading policy, the Company considers it improper and inappropriate for its directors, officers, employees, and consultants to engage in short-term or speculative transactions in the Company’s securities or in other transactions in Company’s securities that may lead to inadvertent violations of insider trading laws.
9
Therefore, directors, officers, employees, and consultants are prohibited from selling any securities of the Company that are not owned by such person at the time of the sale, including forward sale on purchase contracts, equity swap, collars or exchange funds, or engage in hedging transactions involving securities of the Company. Directors, executive officers, and specific employees are also subject to blackout periods during which they may not buy or sell shares of TC Bancshares common stock.
Attendance at Annual Meeting of Shareholders
We do not have a written policy regarding director attendance at annual meetings of shareholders, although directors are expected to attend these meetings absent unavoidable scheduling conflicts. All of the Company’s then-current directors attended its 2022 annual meeting of members.
Meetings and Committees of the Board of Directors
The business of the Company is conducted at regular and special meetings of the board of directors and its committees. In addition, the “independent” members of the board of directors (as defined in the listing standards of the Nasdaq Stock Market) meet in executive sessions. The standing committees of the board of directors of the Company are the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee.
Our board of directors held twelve regular meetings during the year ended December 31, 2022. No member of the board of directors or any committee thereof attended fewer than 75% of the aggregate of: (a) the total number of meetings of the board of directors (held during the period for which he or she has been a director); and (b) the total number of meetings held by all committees on which he served (during the periods that he or she served).
Audit Committee
The Audit Committee is comprised of Mr. Johnson (Chair), Mr. Bryant, and Mr. Dixon, each of whom is “independent” in accordance with applicable SEC rules and Nasdaq listing standards. The board has determined that Mr. Johnson and Mr. Bryant are each “audit committee financial experts” under applicable Securities and Exchange Commission rules.
Our board of directors has adopted a written charter for the Audit Committee. As more fully described in the Audit Committee Charter, the Audit Committee reviews the financial records and affairs of the Company and monitors adherence in accounting and financial reporting to accounting principles generally accepted in the United States. The Audit Committee met eight times during the year ended December 31, 2022.
Compensation Committee
The Compensation Committee is comprised of Mr. Rumble (Chair), Mr. Bryant and Mr. Dixon, each of whom is “independent” in accordance with applicable Nasdaq listing standards. No member of the Compensation Committee is a current or former officer or employee of the Company or the Bank. The Compensation Committee met six times during the year ended December 31, 2022.
With regard to compensation matters, the Compensation Committee’s primary purposes are to discharge the board’s responsibilities relating to the compensation of the Chief Executive Officer and other executive officers, to oversee our compensation and incentive plans, policies and programs, and to oversee our management development and succession plans for executive officers. Our Chief Executive Officer will not be present during any committee deliberations or voting with respect to his or her compensation. The Compensation Committee may form and delegate authority and duties to subcommittees as it deems appropriate.
The Compensation Committee operates under a written charter. This charter sets forth the responsibilities of the Compensation Committee and reflects the Compensation Committee’s commitment to create a compensation structure that encourages the achievement of long-range objectives and builds long-term value for our shareholders.
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The Compensation Committee considers a number of factors in their decisions regarding executive compensation, including, but not limited to, the level of responsibility and performance of the individual executive officers, our overall performance and a peer group analysis of compensation paid at institutions of comparable size and complexity. The Compensation Committee also considers the recommendations of the Chief Executive Officer with respect to the compensation of executive officers other than the Chief Executive Officer.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is comprised of Mr. Dixon (Chair), Mr. Bryant, and Mr. Johnson, each of whom is “independent” in accordance with applicable Nasdaq listing standards. The Nominating and Governance Committee met three times during the year ended December 31, 2022.
The Nominating and Corporate Governance Committee operates under a written charter.
As more fully described in its charter, our Nominating and Corporate Governance Committee assists the board of directors in identifying qualified individuals to serve as board members, in determining the composition of the board of directors and its committees, in developing, recommending and overseeing a process to assess board effectiveness and in developing and recommending our corporate governance guidelines. The Nominating and Corporate Governance Committee also considers and recommends the nominees for director to stand for election at our annual meeting of shareholders.
Director Nominations and Qualifications
In making its nominations for persons to be elected to the board of directors and included in our proxy statement, the Nominating and Corporate Governance Committee evaluates incumbent directors, board nominees and persons nominated by shareholders, if any. The committee reviews each candidate in light of the criteria that we believe each director should possess. Included in the criteria are whether each nominee: (i) meets the minimum requirements for service on the board of directors contained in our bylaws; (ii) possesses the highest personal and professional ethics, integrity and values; (iii) has, in the committee’s opinion, a sufficient educational and professional background and relevant past and current employment affiliations, board affiliations and experience for service on the board; (iv) has demonstrated effective leadership and sound judgment in his or her professional life; (v) has a strong sense of service to the communities in which we serve; (vi) has exemplary management and communication skills; (vii) is free of conflicts of interest that would prevent him or her from serving on the board; (viii) will ensure that other existing and future commitments do not materially interfere with his or her service as a director; (ix) will review and agree to meet the standards and duties set forth in the Company’s Code of Business Conduct and Ethics; (x) is willing to devote sufficient time to carrying out their duties and responsibilities effectively; and (xi) is committed to serving on the board for an extended period of time. While we do not have a separate diversity policy, the committee does consider the diversity of its directors and nominees in terms of knowledge, experience, skills, expertise and other demographics which may contribute to the board. The committee also evaluates potential nominees to determine if they have any conflicts of interest that may interfere with their ability to serve as effective board members and to determine whether they are “independent” in accordance with NASDAQ requirements (to ensure that at least a majority of the directors will, at all times, be independent).
The committee, when considering potential board members, will look at all of the foregoing criteria. The various qualifications and criteria are normally considered by the committee in connection with its evaluation of who the committee will recommend as our director nominees. Generally, each incumbent director standing for re‑election should have and will have, at a minimum, attended at least 75% of board meetings during the past year and attended 75% of committee meetings of which he or she is a member. The committee retains the ability to make exceptions to this attendance requirement as individual circumstances warrant.
All of the nominees for election as directors at the 2023 annual meeting were recommended for nomination by the committee. The committee did not receive any formal nominations for directors from our shareholders.
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Board Diversity
The following matrix details the current gender identity and demographic background of the members of our board of directors.
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|
|
|
|
Board Diversity Matrix (As of March 31, 2023) |
Board Size: |
|
|
Total Number of Directors |
|
8 |
|
|
|
|
|
Gender Identity: |
|
Male |
|
Female |
Directors |
|
7 |
|
1 |
|
|
|
|
|
Demographic Background: |
|
|
|
|
African American or Black |
|
0 |
|
1 |
Alaskan Native or Native American |
|
0 |
|
0 |
Asian |
|
0 |
|
0 |
Native Hawaiian or Pacific Islander |
|
0 |
|
0 |
White |
|
7 |
|
0 |
Two of More Races or Ethnicities |
|
0 |
|
0 |
LGBTQ+ |
|
0 |
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