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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities

Exchange Act of 1934 (Amendment No. )

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Soliciting Material under §240.14a-12
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First Community Corporation

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First Community Corporation
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FIRST COMMUNITY CORPORATION

5455 Sunset Boulevard
Lexington, South Carolina 29072


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

April 8, 2013
2016

Dear Fellow Shareholder:

 

We cordially invite you to attend the 20132016 Annual Meeting of Shareholders of First Community Corporation, the holding company for First Community Bank. At the meeting, we will report on our performance in 20122015 and answer your questions. We look forward to discussing both our accomplishments and our plans with you. We hope that you can attend the meeting and look forward to seeing you there.

 

This letter serves as your official notice that we will hold the meeting on May 22, 201318, 2016 at 11:00 a.m. local time, at TheSaluda Shoals Park, Environmental Center, 5605 Bush River Road, Columbia, South Carolina, State Museum, Palmetto Gallery, 301 Gervais Street, Columbia, S.C. 2920129212 for the following purposes:

 

1.To elect as directors the five nominees named in the accompanying proxy statement;
2.To approve the compensation of our named executive officers as disclosed in the accompanying proxy statement (this is a non-binding, advisory vote) (“Say-on-Pay”);
3.To ratify the appointment of our independent registered public accountants; and
4.To transact any other business that may properly come before the meeting or any adjournment of the meeting.

Shareholders owning shares of our common stock at the close of business on March 25, 201323, 2016 are entitled to attend and vote at the meeting. A complete list of these shareholders will be available at the company'scompany’s offices prior to the meeting. At the meeting, we will report on our performance in 2012.

 

Please use this opportunity to take part in the affairs of your company by voting on the business to come before this meeting. Even if you plan to attend the meeting, we encourage you to vote as soon as possible by telephone, through the Internet, or by signing, dating and mailing your proxy card in the envelope enclosed. Telephone and Internet voting permits you to vote at your convenience, 24 hours a day, seven days a week. Detailed voting instructions are included on your proxy card. However, if your shares are held in "street“street name,"” you will need to obtain a proxy form from the institution that holds your shares in order to vote at our annual meeting.

By order of the Board of Directors,


GRAPHIC 		 
GRAPHIC 

Mitchell M. Willoughby

Chairman of the Board

 

Michael C. Crapps

President and Chief Executive Officer

5455 Sunset Boulevard, Lexington, South Carolina 29072
Telephone: (803) 951-2265 / Fax: (803) 358-6900


 

FIRST COMMUNITY CORPORATION

5455 Sunset Boulevard
Lexington, South Carolina 29072

Proxy Statement for Annual Meeting of
Shareholders to be Held on
May 22, 2013
18, 2016

 

Our board of directors is soliciting proxies for the 20132016 Annual Meeting of Shareholders. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. We encourage you to read it carefully. We are distributing this proxy statement on or about April 8, 2013.2016.


Voting Information

 

The board set March 25, 201323, 2016 as the record date for the meeting. Shareholders owning shares of our common stock at the close of business on that date are entitled to attend and vote at the meeting, with each share entitled to one vote. There were 5,290,4526,693,042 shares of common stock outstanding on the record date. A majority of the outstanding shares of common stock entitled to vote at the meeting will constitute a quorum. We will count abstentions and broker non-votes, which are described below, in determining whether a quorum exists.

 

Many of our shareholders hold their shares through a stockbroker, bank, or other nominee rather than directly in their own name. If you hold our shares in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and your broker or nominee, who is considered the shareholder of record with respect to those shares, is forwarding these materials to you. As the beneficial owner, you have the right to direct your broker, bank, or other nominee how to vote and are also invited to attend the annual meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the meeting unless you obtain a signed proxy from the shareholder of record giving you the right to vote the shares. Your broker, bank, or other nominee has enclosed or provided a voting instruction card for you to use to direct your broker, bank, or other nominee how to vote these shares.

 

If a share is represented for any purpose at the annual meeting by the presence of the registered owner or a person holding a valid proxy for the registered owner, it is deemed to be present for the purpose of establishing a quorum. Therefore, valid proxies which are marked "Abstain"“Abstain” or "Withhold"“Withhold” or as to which no vote is marked, including broker non-votes (described(which are described below), will be included in determining the number of votes present or represented at the annual meeting.

 

When you sign the proxy card, you appoint David K. Proctor and Joseph G. Sawyer as your representatives at the meeting. Messrs. Proctor and Sawyer will vote your proxy as you have instructed them on the proxy card. If you submit a proxy but do not specify how you would like it to be voted, Messrs. Proctor and Sawyer will vote your proxy for the election to the board of directors of all nominees listed below under "Election“Election of Directors,"” for the approval of the compensation of our named executive officers as disclosed in this proxy statement (this is a non-binding, advisory vote), for the non-binding resolution to approve the frequency of future executive compensation votes to be every three years, and for the ratification of the appointment of our independent registered public accountants for the year ending December 31, 2013.2016. We are not aware of any other matters to be considered at the meeting. However, if any other matters come before the meeting, Messrs. Proctor and Sawyer will vote your proxy on such matters in accordance with their judgment.

 

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Assuming that a quorum is present:


 

·With respect to Proposal No. 1, the directors will be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. This means that the individuals who receive the highest number of votes are selected as directors up to the maximum number of directors to be elected at the meeting. We will not count abstentions, broker non-votes or the failure to return a signed proxy as either for or against a director, so abstentions, broker non-votes and the failure to return a signed proxy have no impact on the election of a director.

·With respect to Proposal No. 2, the proposal will be approved if the number of shares of common stock voted in favor of the matter exceeds the number of shares of common stock voted against the matter.This vote is advisory and will not be binding upon our board of directors.However, the human resources/compensation committee and the board of directors will take into account the outcome of the vote when considering future executive compensation arrangements. If a shareholder submits a proxy but does not specify how he or she would like it to be voted, then the proxy will be voted “FOR” the approval of the compensation of the company’s named executive officers. We will not count abstentions, broker non-votes or the failure to return a signed proxy as either for or against this proposal, so abstentions, broker non-votes and the failure to return a signed proxy will not affect the approval of the non-binding resolution to approve the compensation of the company’s named executive officers.

·With respect to Proposal No. 3, the proposal will be approved if the number of shares of common stock voted in favor of the matter exceeds the number of shares of common stock voted against the matter. If a shareholder submits a proxy but does not specify how he or she would like it to be voted, then the proxy will be voted “FOR” the ratification of the appointment of our independent registered public accountants for the year ending December 31, 2016. We will not count abstentions, broker non- votes or the failure to return a signed proxy as either for or against this proposal, so abstentions, broker non-votes and the failure to return a signed proxy have no impact on the ratification of the appointment of our independent registered public accountants.

You may revoke your proxy and change your vote at any time before the polls close at the meeting. If you are the record holder of the shares, you may do this by (a) signing and delivering another proxy with a later date, (b) by voting in person at the meeting, or (c) by voting again over the Internet or by telephone prior to 3:00 a.m., Eastern Daylight Time, on May 22, 2013.18, 2016.

 

Brokers who hold shares for the accounts of their clients may vote these shares either as directed by their clients or in their own discretion if permitted by the exchange or other organization of which they are members. Proposals that brokers do not vote on are referred to as "broker“broker non-votes."” A broker non-vote does not count as a vote in favor of or against a particular proposal for which the broker has no discretionary voting authority. In addition, if a shareholder abstains from voting on a particular proposal, the abstention does not count as a vote in favor of or against the proposal.

 

If you hold your shares in street name through a broker, bank, or other nominee, it is critical that you castinstruct your broker how to vote at the meeting if you want it to countyour shares voted in the election of our director nominees foror the approval of the Say-on-Pay proposal, or in the Say-on-Frequency proposal. In the past, if you held your shares in street name and you did not indicate how you wanted your shares voted in the election of directors, your broker, bank, or other nominee was allowed to vote those shares on your behalf as they felt appropriate. However, new regulations nowRegulations prohibit your broker, bank, or other nominee from voting


uninstructed shares on a discretionary basis on proposals one two or threetwo at the annual meeting. Thus, if you hold your shares in street name and you do not instruct your broker how to vote at the meeting, no votes will be cast on your behalf for proposals one two or three.two. Further, if you abstain from voting on a particular proposal, the abstention does not count as a vote in favor of or against the proposal (or for the frequency of one, two, or three years for the Say-on-Frequency proposal).proposal.

 

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Solicitations of proxies may be made in person or by mail, telephone, or other means. We are paying for the costs of preparing and mailing the proxy materials and of reimbursing brokers and others for their expenses of forwarding copies of the proxy materials to our shareholders. Upon written or oral request, we will promptly deliver a separate copy of our annual report on Form 10-K or this proxy statement to our shareholders at a shared address to which a single copy of the document was delivered. Alternatively, if you are sharing an address with other shareholders and are receiving multiple copies of our annual report on Form 10-K or this proxy statement, you may request a single copy be sent to your shared address, if you prefer. Please contact us at (803) 951-0500 for any such request. Our directors, officers, and employees may assist in soliciting proxies but will not receive additional compensation for doing so.

Important Notice of Internet Availability.This proxy statement and the accompanying 20122015 Annual Report on Form 10-K and 20122015 Annual Report Overview are available to the public for viewing on the Internet atwww.proxyvote.comhttp://www.cfpproxy.com/5474.. Directions to the meeting are available on our website at: www.firstcommunitysc.com.


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Proposal No. 1: Election of Directors

 

The board of directors iscurrently has 15 members divided into three classes with staggered terms, so that the terms of only approximately one-third of the board members expire at each annual meeting. The current terms of the Class I directors will expire at the meeting.2016 annual meeting of shareholders. The terms of the Class II directors will expire at the 2014 Annual Shareholders Meeting2017 annual meeting of shareholders, and the terms of the Class III directors will expire at the 2015 Annual Shareholders Meeting. 2018 annual meeting of shareholders.

Our current directors and their classes are:

Class IClass IIClass III
Richard K. Bogan, M.D. *Thomas C. BrownChimin J.C.  Jimmy Chao
Michael C. Crapps *O.A. Ethridge, D.M.D.Loretta R. WhiteheadJ. Thomas Johnson
Anita B. Easter *W. James Kitchens, Jr.J. Thomas JohnsonE. Leland Reynolds
George H. Fann, Jr., D.M.D. *Paul S. SimonAlexander Snipe, Jr .
J. Randolph Potter *Roderick M. Todd, Jr. Alexander Snipe, Jr.
 Mitchell M. Willoughby 

 Shareholders will elect four nominees as Class I

* Standing for election by the shareholders at the meeting.

Dr. Bogan, Mr. Crapps, Ms. Easter, Dr. Fann and Mr. Potter, current directors whose terms expire at the meeting, have been nominated by the board of directors to be elected at the meeting to serve a three-year term expiring at the 2016 Annual Shareholders Meeting. 2019 annual meeting of shareholders.

The board of directors recommends that you elect Dr. Bogan, Mr. Crapps, Ms. Easter Dr. Fann and Mr. Potter as Class I directors. If a quorum is present, the directors will be elected by a plurality of the votes cast at the meeting. This means that the four Class Ifive nominees receiving the highest number of votes will be elected directors.

        Richard K. Bogan, MD, Michael C. Crapps, Anita B. Easter Abstentions, broker non-votes, and George H. Fann Jr., DMD, whose terms expire at the meeting,failure to return a signed proxy will have been nominated byno effect on the board of directors for reelection by the shareholders. The board recommends that you elect Dr. Bogan, Mr. Crapps, Mrs. Easter, and Dr. Fann as Class I directors. All nominees are currently membersoutcome of the board and each has consented to being named invote on this proxy statement and to serving as a director on the board if elected.

matter. If you submit a proxy but do not specify how you would like it to be voted, Messrs. Proctor and Sawyer will vote your proxy to elect Dr. Bogan, Mr. Crapps, Mrs.Ms. Easter, Dr. Fann and Dr. Fann.Mr. Potter. If any of these nominees is unable or fails to accept nomination or election (which we do not anticipate), Messrs. Proctor and Sawyer will vote instead for a replacement to be recommended by the board of directors, unless you specifically instruct otherwise in the proxy.


Information Regarding Nominees for Directors

 

All of our board membersdirectors bring to the board of directors leadership experience, derived from their business, professional, and board experiences. TenNine of the thirteen15 directors have served as directors of First Communitythe company since theits inception of our company in 1994. TwoFive others were directors on the board of twothree companies that we acquired, one in 2004, one in 2006 and three in the otherSavannah River Financial Corporation acquisition which was consummated in 2006. The thirdFebruary 2014. Another has served as a director on our board since 2005. Certain individual qualifications and skills of our directors that contribute to the board of directors'directors’ effectiveness as a whole are described in the information provided below.

 

Set forth below is certain information about the Class I nominees, each of whom is also a director of the bank:

 

Richard K. Bogan, 67,70, Class I director, has served as a director of the company since its formation in 1994. Dr. Bogan has practiced medicine in Columbia, South Carolina since he started Pulmonary Associates of Carolina in 1978. He graduated with a B.S. degree from Wofford College in Spartanburg in 1966 and earned an M.D. degree from the Medical College of South Carolina in Charleston in 1970. Dr. Bogan has been president of Bogan Consulting, Inc., a medical consulting company, since December 1992 and holds memberships in numerous medical organizations. He currently serves on the board of directors of the National Sleep Foundation and Watermark Holdings, Inc. He is the chairman and chief medical officer and former chairman of SleepMed, Inc. Dr. Bogan has served in this position since 1999.

 

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Dr. Bogan'sBogan’s experience and background as chairman, founder, and executive of several medical related companies allows him to bring significant management and leadership skills to our board. He has strong community ties to the Midlands of South Carolina.

 

Michael C. Crapps, 54,57, Class I director, has served as our president and chief executive officer and as a director of the company since its formation in 1994. AMr. Crapps is a lifelong Lexington County resident, heresident.. He received a B.S. degree in Economics in 1980 from Clemson University, an MBA degree from the University of South Carolina in 1984, and is a graduate of the LSU Graduate School of Banking of the South.He began his banking career with South Carolina National Bank in 1980 and, by the time he changed jobs infrom 1985 to 1994; he was a vice president and senior commercial lender in a regional office of that bank. From 1985 to 1993, he worked forwith Republic National Bank in Columbia, becomingSouth Carolina, where he became president, chief executive officer, and a director of that bank. During his career, Mr. Crapps has been responsible for virtually all aspects of banking, including branches, commercial banking, operations, credit administration, accounting, human resources, and compliance. He alsoMr. Crapps serves the banking industry through his involvement inas a member of the Federal Reserve Bank of Richmond’sCharlotte Branch Board of Directors. He is also involved with the South Carolina Bankers Association (SCBA), having served as its chairman and on its boardBoard of directors.Directors. The SCBA selected Mr. Crapps was selected as the 1997 Young Banker of the Year by the South Carolina Bankers Association.Year. He receivedcurrently serves his local community as follows:

·Clemson University Foundation Board of Directors
·Greater Columbia Chamber of Commerce – Executive Committee
·Midlands Business Leadership Group

Additionally, he is a B.S. degree in Economics in 1980 from Clemson University and an M.B.A. degree from the University of South Carolina in 1984. Mr. Crapps is also a graduatepast member of the L.S.U. Banking SchoolFederal Reserve Bank of the South. Mr. Crapps currently serves asRichmond’s Community Depository Institutions Advisory Council and past chairman of the Board of the Navigating from Good to Great Foundation; on(Ng2G) Foundation Board of Directors, the boardGreater Lexington Chamber of directors ofCommerce, the Saluda Shoals Park Foundation and the South Atlantic Division of the American Cancer Society (past chairman); on the Saluda Shoals Park Foundation (past chairman); on the Board of Directors of the Central Carolina Community Foundation; on the Lexington County School District One Foundation; the River Alliance; and on the Midlands Business Leadership Group. He is also a past chairman of the Lexington Chamber of Commerce.(ACS).

 

Mr. Crapps'Crapps’ experience in banking and vision for our company give him the leadership and consensus building skills that provide significant insight and expertise to the board. He is

As a lifelong resident of Lexington, South Carolina, andhe has significant ties to the Midlands of South Carolina. He has been very active in local community and civic organizations.

 

Anita B. Easter 68,, 71, Class I director, has served as a director of the company since its formation in 1994. Ms. Easter is retired. She is a former owner and director orof Anchor Continental, Inc., a manufacturer of pressure-sensitive tapes. As a Registered Nurse, she returned to school, and received a B.S. in Nursing from the University of South Carolina, and was inducted into Sigma Theta Tau, the


international honor society for nurses. She is past chairchairman of the Greater Columbia Community Relations Council and is a member of the Columbia Luncheon Club, The League of Women Voters, and The USC College of Nursing Partnership Board.

 Mrs. Easter's

Ms. Easter’s experience, as a former owner and director of a large manufacturing company, provides the board with significant business insight and analytical skills. She has been active in civic and community organizations within the Midlands of South Carolina and is knowledgeable about the markets we serve.

George H. Fann, Jr.Jr., D.M.D., 68, 71, Class I director, has served as a director of the company since its formation in 1994. Dr. Fann has practiced dentistry in West Columbia, South Carolina for 4044 years. He earned a B.S. degree from Clemson University in 1966 and a D.M.D. from the University Ofof Louisville School Ofof Dentistry in 1969. Dr. Fann is past chairman of the board of directors of Lexington Medical Center in West Columbia, South Carolina. Dr. Fann is a recipient of the Order of the Palmetto, awarded by the Governor of South Carolina.

 

Dr. Fann'sFann’s experience as a medical professional, operating his business in the Midlands for more than 40 years, brings to the board insights relative to challenges and opportunities facing small businesses and healthcare professionals within our market areas. He has served as a board member and chairman of the board of a large medical center. As a lifelong resident of the Midlands of South Carolina, he has significant knowledge of the business environment and the markets we serve.

 If

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J. Randolph Potter, 69, Class I director, is the former CEO of Savannah River Financial Corporation and its subsidiary, Savannah River Banking Company, which he cofounded in 2007. Mr. Potter has over 45 years of business experience in the areas of Aiken and Greenville, South Carolina, and Augusta, Georgia, serving in various capacities in the fields of banking, finance and accounting and as a quorumsmall businessman. He earned a B. S. degree in Accounting from the University of South Carolina and is present, the directors will be elected by a pluralitygraduate of the votes castStonier Graduate School of Banking at Rutgers University. Mr. Potter began his career in 1969, as a CPA with the meeting. This means that the four Class III nominees receiving the highest number of votes will be elected directors. Abstentions, broker non-votes,accounting firm KPMG in Greenville, South Carolina. In 1975, he joined Southern Bank and the failure to returnTrust Company, also in Greenville, South Carolina, where he later became executive vice president and a signed proxy will have no effect on the outcomemember of the vote on this matter.office of the chairman where he had overall management responsibility for Southern Bank and Trust Company’s statewide banking activities. In June 1986, Mr. Potter joined IH Services, Inc. a firm specializing in industrial maintenance, as vice president of finance and marketing. He resigned that position in March 1989, to pursue the organization of Summit National Bank in Greenville, South Carolina. He was President and CEO of that bank until it was sold in2005.

Mr. Potter’s prior experience and background in banking, both as a director and chief executive officer, allows him to bring significant expertise and knowledge of banking to our board. He has a strong understanding of the regulatory and market challenges facing the community banking industry.

Information Regarding Continuing Directors

 

Set forth below is also information about each of the company'scompany’s other directors. Each of the following directors is also a director of our bank.

 

Thomas C. Brown, 54,58, Class II director, has served as a director of the company since its formation in 1994. Mr. Brown is currently the Rector at St. Pauls Church in Greenville, South Carolina. He is also presently serving on the Clemson Board of Visitors for a three-year term. From 2008 to 2011, he served as the Assistant Rector at All Saints Church, Pawleys Island, South Carolina. Previously, Mr. Brown was the president and owner of T.C.B. Enterprises of South Carolina, Inc., a restaurant business based in Myrtle Beach. Mr. Brown graduated from Clemson University in 1981 with a B.S. degree in Civil Engineering.

 

Mr. Brown has operated and owned a small business since 1989.for many years. He has extensive knowledge of the small business environment and the related challenges. He brings to the board a unique insight and useful perspective related to the small business environment, which is a primary target market segment for our company.

 

O.A. Ethridge, D.M.D.D.M.D., 69, 73, Class II director, has served as a director of the company since its formation in 1994. Dr. Ethridge currently resides in Lexington, South Carolina and practiced children'schildren’s dentistry in West Columbia, South Carolina for more than 20 years. After graduating with a B.A. degree in Science from Erskine College in Due West, South Carolina in 1965, Dr. Ethridge received a D.M.D. in 1971 from the University Of Louisville School Of Dentistry in Louisville, Kentucky. He became a pedodontist in 1974 after receiving a pedodontist specialty from Children'sChildren’s Medical Center in Dayton, Ohio.


 

Dr. Ethridge'sEthridge’s experience as a medical professional, operating his business in the Midlands of South Carolina, brings to the board insights relative to challenges and opportunities facing small businesses and medical professionals within our market areas. As a lifelong resident of the Midlands of South Carolina, he has extensive knowledge of the business environment and the markets we serve.

 

W. James Kitchens, Jr., 51,54, Class II director, has served as a director of the company since its formation in 1994. Mr. Kitchens is a Certified Public Accountant andpresident of The Kitchens Firm, Inc., in Columbia, South Carolina. He currently holds the Chartered Financial Analyst designation. He is the president of The Kitchens Firm, LLC,designation and practiced as a certified public accounting firm in Columbia, South Carolina.Certified Public Accountant from 1988 to 2013. Mr. Kitchens earned a B.S. degree in Mathematicsmathematics from The University of the South and an M.B.A. degree from Duke University.

 

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Mr. Kitchens is a certified public accountant and brings to the board knowledge and understanding of tax and financial accounting issues. He is a lifelong residenthas lived most of his life in the Midlands of South Carolina, and has a strong knowledge of the business environment in the markets we serve.

Paul S. Simon, 84, Class II director, is the President of Augusta Riverfront LLC, a real estate investment company headquartered in Augusta, Georgia. Mr. Simon is a graduate of Augusta State University and the University of Georgia, where he received a bachelor’s degree in business. He is a Certified Public Accountant. Mr. Simon retired as the President of Morris Communications Corporation in 1996. He previously worked with George C. Baird & Company, a certified public accounting firm, as Vice President with The John P. King Manufacturing Company asPresidentand with Southeastern Newspapers Corporation. Mr. Simon is a member of the Board of Trustees of the Morris Museum of Art. He is Chairman Emeritus of FORE Augusta Foundation, past Chairman of the National Science Center, and past member of the Board of Directors of the Georgia Golf Hall of Fame.He is Chairman Emeritus of the Junior Invitational Sage Valley GolfClub.He has served as chair of numerous major fund-raising campaigns in Augusta. He has served on state and national boards and committees of publishing and CPA associations. He was awarded the Distinguished Service Award and inducted into the Beta Gamma Sigma Business Honor Society at Augusta State University, where he was a faculty member for nine years. Junior Achievement inducted him into its CSRA Business Hall of Fame and he was awarded the Lester S. Moody Award of Excellence from The Augusta Metro Chamber of Commerce. Mr. Simon received the Paul Harris Fellow award from the Rotary club and is a member of the Kiwanis Club of Augusta.

Mr. Simon’s experience and background as an executive of various businesses allows him to bring significant management and leadership skills to our board. He has strong community ties to the Augusta, Georgia and surrounding markets.

Roderick M. Todd, Jr., 49,52, Class II director, has served as a director of the company since our merger with DeKalb Bankshares, Inc. in June 2006. He served as a director of DeKalb Bankshares, Inc. and the Bank of Camden from its inception in 2001 until June 2006. In July 2000, Mr. Todd founded the law firm Roderick M. Todd, Jr. Attorney and Counselor at Law. Formerly, he was a partner in Cooper and Todd, LLP, Attorneys, from 1994 to 2000. Mr. Todd is a graduate of the University of South Carolina and the University of South Carolina School of Law.

 

Mr. Todd has extensive experience in running and operating his own legal practice in Camden, South Carolina. As a prior director of a start-up community bank, he brings additional insights to our board relative to community bank operations. He has strong ties to the Camden market, which is a market we expanded into in 2006 through acquisition.

 

Mitchell M. Willoughby, 65,68, Class II director, has served as a director of the company since its formation in 1994. On March 17, 2009, Mr. Willoughby was elected to serve as chairman of the board beginning on May 19, 2009. Mr. Willoughby has lived in Columbia, South Carolina since 1970, has practiced law in the community since 1975, and is a founding member of the law firm Willoughby & Hoefer, P.A. Mr. Willoughby has previously served as general counsel of the Greater Columbia Chamber of Commerce as well as a member of its Board of Directors. Mr. Willoughby served three years with the United States Army and over 33 years with the South Carolina Army National Guard, retiring in 2005 in the rank of Brigadier General. He received a B.S. degree in 1969 from Clemson University and a J.D. degree from the University of South Carolina in 1975.1975, and is a 1996 graduate of the United States Army War College. He currently serves as a member of the South Carolina Bar’s House of Delegates, representing the Fifth Judicial Circuit, and serves on the Board of Advisors for The Greater Columbia Community Relations Council.

Mr. Willoughby'sWilloughby’s experience as a founding partner in the legal firm of Willoughby & Hoefer, P.A. and over 36 yearsyears’ experience in the United States Army and the S.C. Army National Guard allows him to bring significant organizational and administrative skills to the board of directors. His legal experience and insights provides the board with important perspective on corporate governance related matters and corporate strategy.

 

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Chimin J.C. Jimmy Chao, 57,60, Class III director, has served as a director of the company since its formation in 1994. Mr. Chao lives in Lexington, South Carolina and, since 1987, he has been president of the engineering firm, Chao and Associates, Inc., located in Irmo,Columbia, South Carolina. Mr. Chao is a member of the American Society of Engineers, and the National Society of Professional Engineers. He was selected as Civil Engineer ofEngineers and the Year by the American Society of Civil Engineers, South Carolina Section in 2009.American Military Engineers. He received a M.S. degree in Structural Engineering at the University of South Carolina and completed all of the course requirements for his PhD. He holds a Professional Engineer license and Building Inspector license in South Carolina.Carolina, North Carolina, Georgia, Alabama, Florida and many other states. He is the current Chair of the Educational Foundation of Lexington School District One and a committee member of the University of South Carolina’s Design Review Committee. He serves as an adjunct professor at the University of South Carolina Department of Civil & Environmental Engineering.

 

Mr. Chao is president of his engineering firm and has a strong knowledge of the issues facing small business professionals, which are a target market segment for our company. He has extensive knowledge of the business environment and the markets we serve.


 Loretta R. Whitehead, 70, Class III director, has served as a director of the company since its formation in 1994. Ms. Whitehead has been a realtor since 1981 and is currently broker in charge of EXIT Real Estate Consultants in Lexington, South Carolina. She taught full-time from 1964 through 1968, after receiving a B.A. degree in English and Elementary Education from Columbia College in 1963. She also took additional graduate work at the University of South Carolina and University of Tennessee from 1963 through 1968. She is a member of the National Association of Realtors, the South Carolina Association of Realtors and the Central Carolina Association of Realtors. She currently serves as chair of the Lexington Medical Center Foundation scholarship committee and is past chair of the Lexington Medical Center Foundation.

        Mrs. Whitehead has significant insights into and experience in the real estate market in the Midlands of South Carolina. She has been active in civic and community organizations within the Midlands of South Carolina and is knowledgeable about the markets we serve.

J. Thomas Johnson,69 66,, Class III director, has served as vice chairman of the board since our merger with DutchFork BancShares in October 2004. From October 2004 until October 2007, he served as executive vice president of the company and the bank. From 1984 until October 2004, Mr. Johnson served as chairman and chief executive officer of DutchFork BancShares and Newberry Federal Savings Bank. From 2009 to present, Mr. Johnson has served as President and Chief Executive Officer of Citizens Building and Loan, AssociationSSB, in Greer, South Carolina. Mr. Johnson has been in banking since 1968. He has served as chairman of the Community Financial Institutions of South Carolina and formerly served on the board of directors of the South Carolina Bankers Association. He isserved for 12 years as a member of the board of directors of the Federal Home Loan Bank of Atlanta, representing South Carolina member banks.He is also chairmanChairman of Business Carolina, a statewidePalmetto State Growth Fund, whichis established to aid economic development lender.in South Carolina. He received a B.S. in Marketing in 1968 from the University of South Carolina. He formerly served on the boards of the Newberry Opera House Foundation, the Central Carolina Alliance, the Central Carolina Community Foundation, and S.C. Independent Colleges and Universities.

 

Mr. Johnson has extensive experience as a director, chairman, and CEO of a community bank for 20 years, prior to its acquisition by our company. He also servesThis experience in community banking, along with serving as a director on the Federal Home Loan Bank of Atlanta. His experienceAtlanta director, brings substantial insight to our board as it relates to challenges and issues facing the community banking industry.

E. Leland Reynolds, 61, Class III director, is the Co-Owner and Vice President, since 1986, of H. G. Reynolds Co, Inc., a regional general contractor specializing in governmental and educational construction. Mr. Reynolds is a graduate of Clemson University where he received his degree in Building Science. His civic and professional associations include, Clemson University, Aiken Edgefield Economic Development Partnership, and USC Aiken.

Mr. Reynold’s experience and background as a co-owner and executive of a regional business allows him to bring significant management and leadership skills to our board. He has strong community ties to the Aiken, South Carolina and surrounding markets.

Alexander Snipe, Jr., 62,64, has served as a Class III director of our company since May 2005. Mr. Snipe has been the president and chief executive officer of Glory Communications, Inc. since September 1992. Glory Communications, Inc., headquartered in Columbia, operates five gospel radio stations located in South Carolina markets, including its first station, WFMV, which began broadcasting in November 1993 in Columbia, Orangeburg, Sumter, Florence, and Moncks Corner, South Carolina. Prior to forming Glory Communications, Inc., Mr. Snipe was the general sales manager at aone of Columbia’s top radio stationstations for 10 years. He has over 2030 years of broadcasting experience. Mr. Snipeexperience, serves on the South Carolina Broadcasters Association board of directors, and was a past President of the William L. Bonner Bible College, The National Association of Broadcasters Radio Board, The Radio Board's Membership Committee (chairman), and The Gospel Heritage Foundation.Association. Mr. Snipe is a former board member of the Columbia Urban League, andthe William L. Bonner Bible College, The Gospel MusicHeritage Foundation, and the National Association and he is past president of the South Carolina Broadcasters Association.Radio Board.

 

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Mr. Snipe has significant experience operating a small business since 1992. He alsois an active community leader and serves on the boards of several other associations and foundations. He has strong ties to the Midlands of South Carolina and has extensive knowledge of the business environment and the markets we serve.

Information Regarding Remaining Executive Officers

 

Set forth below is information about our executive officers, other than Mr. Crapps who is also a director and is discussed above.


 

David K. Proctor, 56, On February 19, 2013,59, Mr. Proctor was namedhas been executive vice president and chief risk officer of the company.company since February 19, 2013. Prior to this, he was senior vice president and senior credit officer of the company since First Community Bank opened for business in 1995. From May 1994 to June 1995, he was the vice president of credit for Republic Leasing Company. From 1987 to 1994, he held various positions with Republic National Bank in Columbia and most recently was an executive vice president and senior credit officer. HeMr. Proctor is a 1979 graduate of Clemson University with a B.S. in business administration.

 

Joseph G. Sawyer, 62, On February 19, 2013, Mr. Sawyer was named65, has been executive vice president and chief financial officer of the company.company since February 19, 2013. Prior to this, he was senior vice president and chief financial officer of the company since First Community Bank opened for business in 1995. Prior to joining the company, he was senior vice president and general auditor for the National Bank of South Carolina. He is a certified public accountant and a 1973 graduate of The Citadel with a B.A. in political science.


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Proposal No. 2: Non-Binding, Advisory Vote on Compensation of the Named Executive Officers

 

The recently enactedrules adopted under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"“Dodd-Frank Act”) enablesenable our shareholders to vote to approve, on a non-binding basis, the compensation of the company'scompany’s named executive officers. Accordingly, we are asking you to approve the compensation of the company'scompany’s named executive officers as described under "Compensation“Compensation of Directors and Executive Officers"Officers” and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in this proxy statement.

 

The company seeks to align the interests of our named executive officers with the interests of our shareholders. Therefore, our compensation programs are designed to reward our named executive officers for the achievement of strategic and operational goals and the achievement of increased shareholder value, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. We believe that our compensation policies and procedures are competitive and focused on performance and are aligned with the long-term interest of our shareholders.

 

The proposal described below, commonly known as a "Say-on-Pay"“Say-on-Pay” proposal, gives you as a shareholder the opportunity to express your views regarding the compensation of the named executive officers by voting to approve or not approve such compensation as described in this proxy statement. This vote is advisory and will not be binding upon the company, the board of directors or the human resources/compensation committee. However, the company, the board and the human resources/compensation committee will take into account the outcome of the vote when considering future executive compensation arrangements. The vote on this resolution is not intended to address any specific element of compensation, but rather relates to the overall compensation of our named executive officers as described in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission (the "SEC"“SEC”).

 

The board of directors believes our compensation policies and procedures achieve this objective and, therefore, recommend shareholders vote "FOR"“FOR” the proposal through the following resolution:

     "RESOLVED,

    “RESOLVED, that the compensation paid to the company'scompany’s named executive officers, as disclosed in the company'scompany’s Proxy Statement for the 20132016 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and anythe related material disclosednarrative discussion in the Proxy Statement, is hereby APPROVED."”

 

If a quorum is present, the proposal will be approved if the number of shares of common stock voted in favor of the matter exceedexceeds the number of shares of common stock voted against the matter. Abstentions, broker non-votes, and the failure to return a signed proxy will have no effect on the outcome of the vote on this matter.


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Proposal No. 3: Advisory, Non-Binding Vote on the Frequency of Approval of the Compensation of the Named Executive Officers

        The Dodd-Frank Act requires that the company provide shareholders with the opportunity to vote, on a non-binding, advisory basis, for their preference as to how frequently the company should conduct an advisory Say-on-Pay vote. Shareholders may indicate whether they would prefer that the Company conduct future Say-on-Pay votes every year, every two years, or every three years. Shareholders also may abstain from casting a vote on this proposal.

        The board of directors has determined that a Say-on-Pay vote that occurs once every three years is the most appropriate alternative for the company and, therefore, the board recommends that you vote in favor of conducting a Say-on-Pay vote every three years. The board believes that a Say-on-Pay vote occurring every three years will provide our shareholders with sufficient time to evaluate the effectiveness of the company's overall compensation philosophy, policies and practices in the context of our long-term business results for the corresponding period, while avoiding an over-emphasis on short term variations in compensation and business results. A Say-on-Pay vote occurring every three years will also permit shareholders to observe and evaluate the effect of any changes to our executive compensation policies and practices that have occurred since the last advisory vote on executive compensation.

        This vote is advisory, which means that it is not binding on the company, the board of directors, or the human resources/compensation committee. The Company recognizes that the shareholders may have different views as to the best approach and looks forward to hearing from the shareholders as to their preferences on the frequency of the Say-on-Pay vote. The board of directors and the human resources/compensation committee will carefully review the outcome of the Say-on-Frequency vote; however, when considering the frequency of future Say-on-Pay votes, the board of directors may decide that it is in the company's and the shareholders' long-term best interest to hold a Say-on-Pay vote more or less frequently than the frequency receiving the most votes cast by our shareholders.

        The proxy card provides shareholders with the opportunity to choose among four options (holding the Say-on-Pay vote every year, every two years, or every three years, or abstain from voting). Shareholders are not being asked to approve or disapprove the recommendation of the board of directors. If a quorum is present, the frequency of the advisory vote on the non-binding resolution to approve the compensation of our named executive officers receiving the greatest number of votes (either every three years, every two years, or every year) will be the frequency that our shareholders recommend. Abstentions, broker non-votes, and the failure to return a signed proxy will have no effect on the outcome of the votes on this matter.

        The board recommends you vote for the preferred frequency of future Say-on-Pay proposals to be every three years.


Proposal No. 4: Ratification of Appointment of Independent Registered Public Accounting Firm

 

On March 19, 2013,16, 2016, the audit/compliance committee of the board of directors appointed Elliott Davis Decosimo, LLC as our independent registered public accounting firm for the year ending December 31, 2013.2016. Although we are not required to seek shareholder ratification in the selection of our accountants, we believe obtaining shareholder ratification is desirable. If the shareholders do not ratify the appointment of Elliott Davis Decosimo, the audit/compliance committee will re-evaluate the engagement of our independent auditors. Even if the shareholders do ratify the appointment, our audit/compliance committee has the discretion to appoint a different independent registered public accounting firm at any time during the year if the audit/compliance committee believes that such a change would be in the best interest of our shareholders and the company. We expect that a representative of Elliott Davis Decosimo will attend the meeting and will be available to respond to appropriate questions from shareholders.


 

If a quorum is present, the proposal will be approved if the number of shares of common stock voted in favor of the matter exceedexceeds the number of shares of common stock voted against the matter. Abstentions, broker non-votes, and the failure to return a signed proxy will have no effect on the outcome of the vote on this matter.

 

The board unanimously recommends that shareholders vote "FOR"“FOR” the ratification of the appointment of Elliott Davis Decosimo, LLC as our independent registered public accounting firm for the year ending December 31, 2013.2016.


CORPORATE GOVERNANCE

 

The board of directors met 12 times in 2012. Eachduring 2015. In 2015, each director in 2012 attended at least 75% of the combined total of meetings of the board of directors and meetings of each committee on which such director served.

 

Neither the board nor the nomination and corporate governance committee has implemented a formal policy regarding director attendance at an annual meeting of shareholders, although board members are encouraged to attend the annual shareholders meeting. In 2012, tenTen directors attended the 20122015 Annual Meeting of Shareholders.

 

The board has determined that a majority of its members are independent as defined by the listing standards of The NASDAQ Stock Market. Specifically, our board of directors has determined that the following directors are independent: Richard K. Bogan, M.D., Thomas C. Brown, Chimin J.C. Jimmy Chao, Anita B. Easter, O. A. Ethridge, D.M.D., George H. Fann, Jr., D.M.D., W James Kitchens, Jr., E. Leland Reynolds, Paul S. Simon, Alexander Snipe, Jr., Roderick M. Todd, Jr., Loretta R. Whitehead, and Mitchell M. Willoughby.

The board of directors has established a Code of Business Conduct and Ethics that applies to all directors, officers and employees, which may be found on our website atwww.firstcommunitysc.com. The information on our website is not part of this proxy statement. The company intends to post on its website all disclosures that are required by law or The NASDAQ Stock Market listing standards concerning any amendments to, or waivers from, the Code of Business Conduct and Ethics. Shareholders may request a copy of the Code of Business Conduct and Ethics by written request directed to First Community Corporation, Attention: Corporate Secretary, 5455 Sunset Blvd, Lexington, South Carolina 29072.

 

Shareholders may communicate directly to the board of directors in writing by sending a letter to the board at: First Community Corporation, Attention: Corporate Secretary, 5455 Sunset Blvd., Lexington, South Carolina 29072. All letters directed to the board of directors will be received and processed by the corporate secretary and will be forwarded to the chairman of the nomination and corporate governance committee without any editing or screening.

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Board Leadership Structure and Role in Risk Oversight

 

We are focused on the company'scompany’s corporate governance practices and value independent board oversight as an essential component of strong corporate performance to enhance shareholder value. Our commitment to independent oversight is demonstrated by the fact that a majority of our directors are independent. In addition, all of the members of our board of directors'directors’ audit/compliance, human resources/compensation, and nominating and corporate governance committees are independent.

 

Our board of directors believes that it is preferable for one of our independent directors to serve as chairman of the board. The individual our board of directors appointed asOur current chairman, Mitchell M. Willoughby, has been one of our directors since 1994 and is a long-time resident of our primary market area. We believe it is the Chief Executive Officer'sOfficer’s responsibility to manage the company and the chairman'schairman’s responsibility to guide the board as it provides leadership to our executive management. As directors continue to be faced with more oversight responsibility than ever before, we believe it is


beneficial to have separate individuals in the role of chairman and Chief Executive Officer. Traditionally, the company has maintained the separateness of the roles of the chairman and the Chief Executive Officer. In making its decision to have an independent chairman, the board of directors considered the time and attention that Mr. Crapps is required to devote to managing the day-to-day operations of the company. By having another director serve as chairman of the board of directors, Mr. Crapps will be able to focus more of his entire energyattention on running the company. This will also ensure there is no duplication of effort between the Chief Executive Officer and the chairman. We believe this board leadership structure is appropriate in maximizing the effectiveness of board oversight and in providing perspective to our business that is independent from executive management.

 

Our audit/compliance committee is primarily responsible for overseeing the company'scompany’s risk management processes on behalf of the full board of directors. The audit/compliance committee focuses on financial reporting risk and oversight of the internal audit process. It receives reports from management at least quarterly regarding the company'scompany’s assessment of risks and the adequacy and effectiveness of internal control systems, as well as reviewing credit and market risk (including liquidity and interest rate risk) and operational risk (including compliance and legal risk). Strategic and reputation risk are also regularly considered by this committee. The audit/compliance committee also receives reports from management addressing the most serious risks impacting the day-to-day operations of the company. Our director of internal audit reports to the auditaudit/compliance committee and meets with the audit/compliance committee in executive sessions as needed to discuss any potential risk or control issues involving management. The audit/compliance committee reports regularly to the full board of directors, which also considers the company'scompany’s entire risk profile. The full board of directors focuses on certain significant risks facing the company and on certain aspects of the company'scompany’s general risk management strategy. Management is responsible for the day-to-day risk management processes. We believe this division of responsibility is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.

 

We recognize that different board leadership structures may be appropriate for companies in different situations. We will continue to reexamine our corporate governance policies and leadership structures on an ongoing basis to ensure that they continue to meet the company'scompany’s needs.

Committees of the Board

 

Our board of directors has three standing committees: the audit/compliance committee, the human resources/compensation committee, and the nomination and corporate governance committee. Each committee serves in a dual capacity as a committee of the company and of the bank.

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Audit/Compliance Committee

 

The following directors are members of the audit/compliance committee: W. James Kitchens, Jr. (Chairman), Anita B. Easter, O. A. Ethridge, D.M.D., Loretta R. Whitehead,Richard K. Bogan, and Mitchell M. Willoughby. The board of directors has determined that all of these committee members are independent, as contemplated in the listing standards of The NASDAQ Stock Market. Our board has determined that Mr. Kitchens who was appointed to the audit/compliance committee on March 16, 2004, qualifies as an audit committee financial expert under SEC rules. The audit/compliance committee met four times in 2012.2015.

 

The audit/compliance committee has the responsibility of reviewing the company'scompany’s financial statements, evaluating internal accounting controls, reviewing reports of regulatory authorities, and determining that all audits and examinations required by law are performed. The committee recommends to the board the appointment ofapproves the independent auditors, for the next fiscal year, reviews and approves the auditor'sauditor’s audit plans, and reviews with the independent auditors the results of the audit and management'smanagement’s responses. The board of directors has adopted an audit/compliance committee


charter, which may be found by clicking on the link for "Investor Information"“Investor Information” on our website atwww.firstcommunitysc.com. The charter outlines the committee'scommittee’s responsibilities for overseeing the entire audit function and appraising the effectiveness of internal and external audit efforts and may be amended by the board at any time. The audit/compliance committee reports its findings to the board of directors.

Human Resources/Compensation Committee

 

The following directors are members of the human resources/compensation committee: Thomas C. Brown (Chairman), Chimin J.Richard K. Bogan, C. Jimmy Chao, E. Leland Reynolds, Roderick M. Todd, Jr., and Loretta R. Whitehead.George H. Fann, Jr.

The human resources/compensation committee is comprised entirely of independent directors as prescribed by Thethe NASDAQ Stock Market listing standards. The board of directors has adopted a human resources/compensation committee charter, which may be found by clicking on the link for "Investors"“Investor Information” on our website atwww.firstcommunitysc.com.The human resources/compensation committee met fivefour times during 2012.2015. This committee is responsible for determining directorreviewing and executive officer compensation. The human resources/compensation committee discusses and evaluates employee compensation plans in light of an assessment of any risk posedrecommending to the company from such plans.board of directors the compensation of directors and the President/Chief Executive Officer. The human resources/compensation committee annually evaluates and recommends to the board the compensation package for the President/Chief Executive Officer.

        The human resources/compensation committee also annually reviews the compensation packages for members of the bank'sother executive committee. The President/Chief Executive Officer has the responsibility to annually evaluate theofficers’ performance of each of the members of the bank's executive committee and determineapproves their compensation packages. Compensation packages, for non-executive employees is determined by individual supervisors in conjunction with the bank's Director of Human Resources and these compensation decisions are made based on criteria included in the bank's overall budget which is approved annually by the company's board of directors.

        The human resources/compensation committee is responsible for:

    a)
    Annually reviewing the form and amount of director compensation and recommending compensation packages to the board.

    b)
    Annually reviewing employee compensation strategies; benefit plans including insurance and retirement plans, and equity programs.

    c)
    Appointing trustees to oversee the company's 401K plan.

    d)
    Annually evaluating the President/Chief Executive Officer's performance as it compares to the company's goals and objectives, providing feedback to him on his performance, and recommending to the board his compensation package, including base salary level, incentive compensation plan, equity plans, and any special or supplemental benefits.

    e)
    Reviewing The President/Chief Executive Officer annually evaluates the performance of each of the other executive officers and making recommendationsrecommends compensation packages for them to the human resources/compensation committee.The compensation packages for the remaining non-executive employees is determined by individual supervisors in conjunction with the bank’s Chief Human Resources Officer and these compensation decisions are made based on criteria included in the bank’s overall budget which is approved annually by the company’s board concerning employment agreements, severance agreements, change in control agreements, as well as any supplemental benefits.

    f)
    Overseeing allof directors.

    The human resources/compensation committee has authority with respect to:

    1.Annually reviewing the form and amount of director compensation and recommend compensation packages to the board.

    2.Annually reviewing employee compensation strategies; benefit plans including insurance and retirement plans, and equity programs.

    3.Approving officer title designations/promotions.

    4.Appointing trustees to oversee the company’s 401K plan.

    5.Annually evaluating the President/Chief Executive Officer’s performance as it compares to the company’s goals and objectives, to provide feedback to him on his performance, and recommending to the board his compensation package, including base salary level, incentive compensation plan, equity plans, and as such, considering methods of creating incentives for management to achieve sustained growth in earnings and shareholder value and to retain key management personnel, including annual cash incentive plans, long-term incentive plans, equity plans, as well as any special or supplemental benefits (during such voting and deliberations the President/Chief Executive Officer is not present).

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    6.Annually reviewing the other executive officers’ performance and approving their compensation package, including base salary level, incentive compensation plan, equity plans, and any special or supplemental benefits.

    7.Reviewing and making recommendations to the board concerning employment agreements, severance agreements, change in control agreements, as well as any supplemental benefits.

    8.Overseeing all incentive plans and considering methods of creating incentives for management to achieve sustained growth in earnings and shareholder value and to retain key management personnel. This may include annual cash incentive plans, long-term incentive plans, equity plans, as well as any special supplemental benefits. The committee shall make recommendations to the Board concerning the design structure of such plans.

    9.Serving as the stock committee or stock sub-committee and, as such, approving awards under the company’s stock option plan and other equity plans.

    10.Approving the annual report on executive compensation and director’s fees for inclusion in the company’s proxy statement.

    11.Approving the annual committee report for inclusion in the company’s proxy statement.

    12.Reporting annually to the board on succession planning for the Chief Executive Officer (the board considers and evaluates potential successors to the Chief Executive Officer).

    13.Reporting its activities and recommendations to the board of directors at any regular or special meeting of the board.

    14.Annually reviewing its charter and presenting it to the board for approval.

    Compensation Consultant

    During 2013, the human resources/compensation committee engaged the services of McLagan, an Aon Hewitt company, to provide independent compensation consulting services for both directors and executive management of the company. McLagan reports directly to the board concerning the design structure of such plans.

    g)
    Serving as the stockhuman resources/compensation committee. The human resources/compensation committee or stock sub-committee and, as such, has the sole authority to approve awards underhire its consultants and set the company'sengagements and the related fees of those consultants.

    The following consulting services were provided to the human resources/compensation committee in 2013 by McLagan:

    ·Assisted the human resources/compensation committee in reviewing the company’s compensation philosophy.
    ·Revised the company’s compensation peer group of publicly-traded financial institutions.
    ·Reviewed the competitiveness of the compensation elements of the company’s top executives, including base salary, annual incentive or bonus, long-term incentives (stock options and restricted stock), all other compensation, and changes in retirement benefits as compared to that of the customized peer group.
    ·Reviewed the competitiveness of the company’s director compensation elements as compared to that of the customized peer group.
    ·Performed an analysis on director stock ownership guidelines as compared to that of the customized peer group.
    ·Recommended and made observations regarding the potential alignment of the company’s executive compensation practices with the company’s overall business strategy and culture relative to the market as defined by the peer group. This included a review of the current performance-based programs with respect to the annual cash incentives and annual equity grants and making recommendations for the 2013 and 2014 fiscal year plans.

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    ·Provided education to the human resources/compensation committee of the board of directors regarding industry compensation trends.

    Compensation Committee’s Relationship with its Independent Compensation Consultant

    The human resources/compensation committee considered the independence of McLagan in light of new SEC rules and NASDAQ listing standards. The compensation committee requested and received a report from McLagan addressing the independence of McLagan and its senior advisors. The following factors were considered: (1) other services provided to us by McLagan; (2) fees paid by us as a percentage of McLagan’s total revenue; (3) policies or procedures maintained by McLagan that are designed to prevent a conflict of interest; (4) any business or personal relationships between the senior advisors and a member of the compensation committee; (5) any company stock option planowned by the senior advisors; and other equity plans.


      h)
      Approving(6) any business or personal relationships between our executive officers and the annual report on executive senior advisors. The human resources/compensation committee discussed these considerations and director's fees for inclusionconcluded that the work performed by McLagan and McLagan’s senior advisors involved in the company's proxy statement.

      i)
      Approving the annual committee report for inclusion in the company's proxy statement.

      j)
      Annually, reporting to the board on succession planning for the Chief Executive Officer. The board should consider and evaluate potential successors to the Chief Executive Officer.

      k)
      Reporting its activities and recommendations to the boardengagements did not raise any conflict of directors at any regular or special meeting of the board.

      l)
      Annually reviewing its charter and presenting it to the board for approval.
    interest.

    Nomination and Corporate Governance Committee.

     

    The following directors are members of the nomination and corporate governance committee: George H. FannRoderick M. Todd, Jr (Chairman), Chimin J.C. Jimmy Chao, Alexander Snipe, Jr., Paul S. Simon and Roderick M. Todd, Jr.Anita B. Easter.

     

    The nomination and corporate governance committee is comprised entirely of independent directors as prescribed by The NASDAQ Stock Market listing standards. This committee met threetwo times during 2012.2015.

            On March 16, 2004, ourThe board of directors has adopted a nomination and corporate governance committee charter, which may be found on our website by clicking on the link for "Investor Information"“Investor Information” atwww.firstcommunitysc.com.www.firstcommunitysc.com.com.The charter provides that the responsibilities of the committee include: (a) reviewing the qualifications and independence of the members of the board and its various committee assignments; (b) evaluating incumbent directors in determining consideration for reelection; (c) recommending board nominees for election as officers; (d) providing guidance on board and corporate governance issues; and (e) considering director candidates recommended by shareholders who submit nominations in accordance with our bylaws.

     

    Shareholders who submit candidates for nomination must deliver nominations in writing to the secretary of the company no later than (i) with respect to an election to be held at an annual meeting of shareholders, 90 days in advance of such meeting; and (ii) with respect to an election to be held at a special meeting of shareholders for the election of directors, seven days after notice of the special meeting is given to shareholders. Each notice must set forth: (i) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (ii) a representation that the shareholder is a holder of record of stock of the company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (iv) such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the SEC'sSEC’s proxy rules, had the nominee been nominated, or intended to be nominated, by the board of directors; and (v) the consent of each nominee to serve as a director of the company if so elected. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.

     

    The nomination and corporate governance committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. In determining whether to recommend a director nominee, the nomination and governance committee members consider and discuss diversity, among other factors, with a view toward the needs of the board of directors as a whole. The nominating committee members generally conceptualize diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities or attributes that contribute to board heterogeneity,


    when identifying and recommending director nominees. The nomination and governance committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the committee'scommittee’s goal of creating a board of directors that best serves the needs of the company and the interests of its shareholders.

     

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    In evaluating such director recommendations, the committee uses a variety of criteria to evaluate the qualifications and skills necessary for members of our board of directors. Under these criteria, members of the board of directors should have the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should havestandards, and broad experience at the policy-making level in business, government, education, technology or public interest. TheyDirectors should be committed to enhancing shareholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties. Each director must represent the interests of our shareholders.

     

    The committee uses a variety of methods for identifying and evaluating nominees for director. TheyThe committee regularly assessassesses the appropriate size of the board of directors, and whether any vacancies are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, the committee considers various potential candidates for director. Candidates may come to their attention through current members of the board, shareholders, or other persons. These candidates are evaluated at regular or special meetings of the board, and may be considered at any point during the year. The committee considers properly submitted shareholder recommendations for candidates. In evaluating such recommendations, the committee uses the qualifications and standards discussed above, and it seeks to achieve a balance of knowledge, experience and capability on the board of directors.

    Report of the Audit/Compliance Committee

     

    Management is responsible for the company'scompany’s internal controls and the financial reporting process. The independent auditors are responsible for performing an independent audit of the company'scompany’s consolidated financial statements in accordance with accounting principles generally accepted in the United States of America and issuing a report thereon. The audit/compliance committee'scommittee’s responsibility is to monitor and oversee these processes.

     

    In this context, the committee has met and held discussions with management and Elliott Davis Decosimo, LLC, the company'scompany’s independent auditors in 2012. In2014 and 2015, in discharging its oversight responsibility as to the audit process, the audit/compliance committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor'sauditor’s communications with the audit/compliance committee concerning independence and has discussed with the independent auditors their independence from the company and its management. The committee also discussed with management, the internal auditors and the independent auditors the quality and adequacy of the company'scompany’s internal controls and the internal audit function'sfunction’s organization, responsibilities, budget and staffing. The committee reviewed both with the independent and internal auditors their audit plans, audit scope and identification of audit risks.

     

    The committee reviewed and discussed with the independent auditors all communications required by generally accepted auditing standards, including those described in Statement onPublic Company Accounting Oversight Board Auditing StandardsStandard No. 61, as amended, "Communication16, “Communication with Audit and Finance Committees,"” and, with and without management present, discussed and reviewed the results of the independent auditors'auditors’ examination of the financial statements. The committee also discussed the results of the internal audit examinations.

     

    The committee reviewed and discussed the audited consolidated financial statements of the company as of and for the year ended December 31, 2012,2015 with management and the independent auditors.


     

    16

    Based on the above-mentioned review and discussions with management and the independent auditors, the committee recommended to the board that the company'scompany’s audited consolidated financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2012,2015, for filing with the SEC. On March 19, 2013,15, 2016, the committee appointed Elliott Davis Decosimo, LLC as the company'scompany’s independent auditors for 2013.2016.

     

    The report of the audit committee is included herein at the direction of its members Mr. Kitchens (Chairman), Dr. Bogan, Ms. Easter, Dr. Ethridge Ms. Whitehead, and Mr. Willoughby.


    EXECUTIVE COMPENSATION AND OTHER INFORMATION

    Compensation of Directors and Executive Officers

    Executive Compensation

     

    The following table shows the compensation we paid for the years ended December 31, 20122015 and 20112014 to our chief executive officer and president, our chief financial officer, and the most highly compensated other executive officer who earned over $100,000 for the year ended 20122015 (collectively, the "named“named executive officers"officers”).


    Summary Compensation Table

      
    Name &
    Principal Position
    		 Year
    		 Salary
    ($)
    		 Bonus
    ($)
    		 Stock
    Award
    ($)(1)
    		 Option
    Award
    ($)
    		 Non-Equity
    Incentive
    Plan
    Compensation(2)
    ($)
    		 Non-qualified
    Deferred
    Compensation
    Earnings(3)
    ($)
    		 All Other
    Compensation(4),(5)&(6)
    $
    		 Total
    ($)
    		 
      

    Michael C. Crapps,

    		  2012 $312,360 $25,000(7)$87,356 $— $46,655 $64,501 $13,582 $549,454 

    President and Chief Executive Officer              

    		  2011 $298,750 $— $— $— $— $60,603 $13,739 $373,902 
      

    David K. Proctor,

    		  2012 $174,675 $— $29,309 $— $62,580 $36,318 $9,045 $311,927 

    Senior Vice President, Senior Credit Officer, and Senior Risk Officer

    		  2011 $168,750 $— $— $— $— $34,123 $8,767 $211,640 
      

    Joseph G, Sawyer,

    		  2012 $205,500 $— $34,478 $— $73,666 $62,289 $9,484 $385,417 

    Senior Vice President and Chief Financial Officer

    		  2011 $198,333 $— $— $— $  $58,524 $9,397 $266,254 
      
    Name & Principal Position Year Salary
    ($)    		 Bonus
    ($)    		 Stock
    Award ($)
    (1)    		 Option
    Award
    ($)    		 

    Non-Equity
    Incentive Plan
    Compensation
    (2)

    ($)

    		 

    Non-qualified
    Deferred
    Compensation
    Earnings(3)

    ($)

    		 All Other
    Compensation
    (4) (5) & (6)
    ($)    		 Total
    ($)
    Michael C. Crapps, President and  2015  $369,902  $—    $27,066  $—    $120,031  $90,678  $13,538  $621,215 
    Chief Executive Officer  2014  $354,486  $—    $140,445  $—    $57,225  $86,265  $13,982  $652,403 
    David K. Proctor, Executive Vice President  2015  $202,125  $—    $9,888  $—    $43,702  $50,836  $9,929  $316,480 
    and Chief Risk Officer  2014  $195,142  $—    $63,442  $—    $20,916  $48,362  $10,048  $337,910 
    Joseph G. Sawyer, Executive Vice President  2015  $230,833  $—    $11,250  $—    $49,945  $46,054  $10,502  $348,584 
    and Chief Financial Officer  2014  $223,207  $—    $74,642  $—    $23,798  $89,866  $10,346  $421,859 

    (1)

    This represents the value of restricted shares issued under the terms of the equity incentive plan. The shares cliff vest at the end of three years. The grant date fair value of the restricted stock grants shown above equals $8.28$11.70 and $10.98 in 2015 and 2014, respectively, in accordance with FASB ASC Topic 718. See discussion of assumptions used in the valuation of the stock awards in Note 17, "Stock“Stock Options and Restricted Stock"Stock” in the "notes“notes to the consolidated Financial Statements"Statements” included within the Annual Report on Form 10-K for the year ended December 31, 2012.

    2015.

    (2)

    The amount represents the total cash payout under the terms of the equity incentive plan. Of this amount 20% is deferred and cliff vest after three years.

    (3)

    Amounts reflect the change in the present value of benefits attributable to named executive officers for the applicable compensation, as calculated under non-qualified retirement benefit plans.

    (4)

    For Mr. Crapps, includes $10,000$10,600 and $9,800$10,400 of company matching contribution to 401(k) plan for 20122015 and 2011,2014, respectively, and $1,155 and $1,045 for country club dues for 20122015 and 20112014, respectively, and $2,537$1,783 and $2,894$2,537 for premiums paid on term life insurance policy for 20122015 and 2011,2014, respectively.

    (5)

    For Mr. Proctor, includes $6,987$8,085 and $6,750$7,806 of company matching contribution to 401(k) plan for 20122015 and 2011,2014, respectively, as well as $1,155 and $1,045 for country club dues for 20122015 and 20112014, respectively, and $1,013$689 and $972$1,197 for premiums paid on term life insurance policy for 20122015 and 2011,2014, respectively.

    (6)

    For Mr. Sawyer, includes $8,220$9,233 and $7,933$8,928 of company matching contribution to 401(k) plan for 20122015 and 2011,2014, respectively, as well as $249$448 for health club dues for 2011and $1,2642015 (there were no health club dues paid in 2014), and $1,215$821 and $1,418 for premiums paid on term life insurance policy for 20122015 and 2011,2014, respectively.

    (7)
    Consists of a $25,000 discretionary cash bonus paid to Mr. Crapps on February 19, 2013, based on performance from August 30, 2012 through December 31, 2012.

    17

            Due to strong performance during 2012, the company paid higher levels of incentive compensation than has been paid in recent years. This included payments to executives and other employees with incentive compensation plans and some discretionary incentive payments to other key employees. In addition, the Board of Directors awarded a discretionary cash incentive to Mr. Crapps for post TARP activities during the last four months of 2012.


    Named Executive Officer Employment Agreements

    Michael C. Crapps.On June 1, 2008, weDecember 8, 2015, the company and the bank entered into an amended and restated employment agreement with Mr. Crapps to serve as the Presidentpresident and Chief Executive Officerchief executive officer of the company and bank. The parties entered into the amended and restated employment agreement to amend Mr. Crapps’ existing employment agreement to ensure documentary compliance with Section 409A of the Internal Revenue Code.

    Unless terminated earlier according to provisions in the employment agreement, the agreement provides a three-year term of employment and at the end of each day during the term of employment the term of the agreement is automatically extended for an additional day so that the remaining term continues to be three years, except that either party can give the other party written notice of and fix the term to a finite term of three years from the date of the written notice.

     

    The initial base salary for Mr. Crapps was $249,867, which amount is subject to annual review by the board of directors and may be increased. Under his agreement, Mr. Crapps is eligible to receive bonuses if he meets the goals set forth annually for him by the human resources/compensation committee of the board of directors. Furthermore, Mr. Crapps is eligible for the company'scompany’s long-term equity incentive program and for the grant of stock options, restricted stock and other similar awards.

     

    Mr. Crapps is provided with a country club membership as well as a life insurance policy for the benefit of his spouse and heirs. Mr. Crapps is also entitled to participation in retirement, health, welfare and other benefit plans and programs of the company applicable to employees generally or to senior executives.

     

    The employment agreement provides that, if the company terminates Mr. Crapps'Crapps’ employment without cause, subject to the possibility of a six-month delay, on the 60thday after the date of termination the company shall be obligated towill pay Mr. Crapps compensation in an amount equal to twice the amount of his then current monthly base salary and thereafter on the first day of the month for the next 22 months compensation in an amount equal to 100% of his then current monthly base salary, each month, subject to a six month delay, for 24 months from the date of termination, plus any bonus earned or accrued through the date of termination. After a change in control and regardless of whether Mr. Crapps remains employed by the company or its successor, the company will pay Mr. Crapps an amount equal to three times the then current annual base salary. In addition, the company will pay Mr. Crappssalary as well as any bonus earned or accrued through the date of change in control. Thecontrol, and the company will remove any restrictions on outstanding incentive awards so that all such awards vest immediately. The company mustIf Mr. Crapps’ employment is terminated without cause within two years following a change in control, Mr. Crapps may continue participation in the company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). If Mr. Crapps elects COBRA coverage for group health coverage, he will be obligated to pay at its expense medical, dental, disabilityonly the portion of the full COBRA cost of the coverage equal to an active employee’s share of premiums for coverage for the respective plan year and, on the 60th day after the date of termination following a change in control, the company will pay Mr. Crapps compensation in an amount equal to six times the amount of the initial monthly portion of the company’s share of such COBRA premiums; provided, however, that such benefits will be eliminated if and when Mr. Crapps is offered Affordable Care Act compliant group health coverage from a subsequent employer. In addition, if Mr. Crapps’ employment is terminated without cause within two years following a change in control, to the extent that “portable” life insurance benefitscoverage if offered under the company’s life insurance programs and after such termination Mr. Crapps continues to pay for a“portable” life insurance coverage that was provided by the company immediately prior to such termination, the company will reimburse the life insurance premiums paid by Mr. Crapps with respect to such life insurance coverage with respect to the two-year period of two years.ending immediately after such termination.

     

    In the event that the company'scompany’s independent accountants acting as its auditors on the date of a change in control determine that the payments provided for in the employment agreement constitute "excess“excess parachute payments"payments” under Section 280G of the Internal Revenue Code, then the compensation payable under the employment agreement will be reduced to an amount the value of which is $1.00 less than the maximum amount that could be paid to Mr. Crapps without his compensation being treated as "excess“excess parachute payments"payments” under Section 280G.

     

    18

    The employment agreement contains provisions relating to non-solicitation of customers and personnel and non-competition during the term of employment and the two years thereafter, as well as a provision relating to the protection of confidential information.

    David K. Proctor and Joseph G. Sawyer.On June 1, 2008,December 8, 2015, the company and the bank also entered into amended and restated employment agreements with David K. Proctor, as seniorexecutive vice president and senior creditchief risk officer of the company and the bank, and Joseph G. Sawyer, as seniorexecutive vice president and chief financial officer. officer of the company and the bank. The parties entered into the amended and restated employment agreements to amend their existing employment agreements to ensure documentary compliance with Section 409A of the Internal Revenue Code.

    Both employment agreements provide for an initial term of three years, to be extended automatically each day for an additional day so that the remaining term of the agreement will continue to be three years. The term may be fixed at three years without extension by notice of either party to the other. The term of each agreement is currently three years. The agreement with Mr. Proctor provides for a starting annual salary of $127,500 and the agreement with Mr. Sawyer provides for an annual salary of $140,000 per year, and the amounts arethat is reviewed annually and may be increased from time to time. Mr. Proctor and Mr. Sawyer are also eligible to receive annual payments based upon achievement criteria established by the board of directors.


     

    Both agreements provide that, if the company terminates the executive'sexecutive’s employment without cause, subject to the possibility of a six-month delay, on the 60th day after the date of termination the company shall be obligated towill pay the executive compensation in an amount equal to twice the amount of his then current monthly base salary and thereafter on the first day of the month for the next 10 months compensation in an amount equal to 100% of his then current monthly base salary, each month, subject to a six month delay, for twelve months from the date of termination, plus any bonus earned or accrued through the date of termination. After a change in control and regardless of whether the executive remains employed by the company or its successor, the company will pay the executive an amount equal to two times the then current annual base salary. In addition, the company will pay the executivesalary as well as any bonus earned or accrued through the date of change in control. Thecontrol, and the company will remove any restrictions on outstanding incentive awards so that all such awards vest immediately. The company mustIf the executive’s employment is terminated without cause within two years following a change in control, the executive may continue participation in the company’s group health plan pursuant to COBRA. If the executive elects COBRA coverage for group health coverage, he will be obligated to pay at its expense medical, dental, disabilityonly the portion of the full COBRA cost of the coverage equal to an active employee’s share of premiums for coverage for the respective plan year and, on the 60th day after the date of termination following a change in control, the company will pay the executive compensation in an amount equal to six times the amount of the initial monthly portion of the company’s share of such COBRA premiums; provided, however, that such benefits will be eliminated if and when the executive is offered Affordable Care Act compliant group health coverage from a subsequent employer. In addition, if the executive’s employment is terminated without cause within two years following a change in control, to the extent that “portable” life insurance benefitscoverage if offered under the company’s life insurance programs and after such termination the executive continues to pay for a“portable” life insurance coverage that was provided by the company immediately prior to such termination, the company will reimburse the life insurance premiums paid by the executive with respect to such life insurance coverage with respect to the two-year period of two years.ending immediately after such termination.

     

    Each employment agreement contains provisions relating to non-solicitation of customers and personnel and non-competition during the term of employment and the two years thereafter, as well as a provision relating to the protection of confidential information.

    Outstanding Equity Awards at Fiscal Year-End

     

    The following table shows the number of shares covered by both exercisable and non-exercisable options owned by the individuals named in the Summary Compensation Table as of December 31, 2012,2015, as well as the related exercise prices and expiration dates. Options are granted pursuant to the company'scompany’s equity incentive plan.


    19

    Outstanding Equity Awards at December 31, 2012
    2015

      Option Awards Stock Awards
                      Equity
                      Incentive
                    Equity Plan
          Equity         Incentive Plan Awards: Market or
          Incentive
    Plan
    Awards:    		       Market Awards:
    Number
    of Unearned    		 Payout
    Value of
    Unearned
      Number of Number of Number of     Number of Value of Shares, Shares,
      Securities Securities Securities     Shares or Shares or Units or Units or
      Underlying Underlying Underlying     Units of Units of Other Other
      Unexercised Unexercised Unexercised Option Option Stock That Stock That Rights That Rights That
      Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
    Name Exercisable Unexercisable Options (#) Price ($) Date Vested (#) Vested ($) Vested (#)(1) Vested ($)
                                 
    Michael C. Crapps                         40,739 $607,826
    David K. Proctor                         13,520 $202,124
    Joseph G. Sawyer                         15,855 $236,557

     
    		 
     
    		 Option Awards
    		 Stock Awards
    		 
     
    		   
    Name
    		 Number of
    Securities
    Underlying
    Unexercised
    Options (#)
    Exercisable
    (1)
    		 Number of
    Securities
    Underlying
    Unexercised
    Options (#)
    Unexercisable
    		 Equity
    Incentive
    Plan
    Awards:
    Number of
    Securities
    Underlying
    Unexercised
    Unearned
    Options (#)
    (2)
    		 Option
    Exercise
    Price ($)
    		 Option
    Expiration
    Date
    		 Number of
    Shares or
    Units of
    Stock That
    Have Not
    Vested (#)
    		 Market
    Value of
    Shares or
    Units of
    Stock That
    Have Not
    Vested ($)
    		 Equity
    Incentive
    Plan
    Awards:
    Number of
    Unearned
    Shares,
    Units or
    Other
    Rights That
    Have Not
    Vested (#)
    		 Equity
    Incentive
    Plan
    Awards:
    Market or
    Payout
    Value of
    Unearned
    Shares,
    Units or
    Other
    Rights That
    Have Not
    Vested ($)
    		 
      

    Michael C. Crapps

    		  5,000  —  10,563 $20.20  1/19/2015  —  —  10,563 $88,095 
      

    David K. Proctor

    		  5,000  —  3,544 $20.20  1/19/2015  —  —  3,544 $29,557 
      

    Joseph G. Sawyer

    		  5,000  —  4,169 $20.20  1/19/2015  —  —  4,169 $34,769 
      

    (1)

    All outstanding options are fully vested as of January 19, 2010.

    (2)
    Equity Incentive Plan awards cliff vest on May 15, 2015.
    February 20, 2016, March 11, 2017 and March 12, 2018 (Crapps: 25,635, 12,791 and 2,313, respectively; Proctor: 6,877, 5,798 and 845, respectively; and Sawyer: 8,095, 6,798 and 962, respectively).

    Option Exercises and Stock Vested

     

    There were no stock options exercised by any named executive officers during the year ended December 31, 2012.2015.

    Certain Retirement and Salary Continuation Benefits

     

    The company has established the First Community Bank, Profit Sharing Plan a qualified 401(k) defined contribution plan, pursuant to which the company makes matching and discretionary contributions on behalf of the each of the executive officers. The company also maintains and pays


    premiums on behalf of each executive officer under a life insurance plan and provides partial payment of premiums for medical benefits if the executive officer so elects.

     

    We have entered into salary continuation agreements with Michael Crapps, David Proctor, and Joseph Sawyer. The salary continuation agreements provide for an annual supplemental retirement benefit to be paid to each of the applicable executives, commencing at the specified normal retirement age and payable in monthly installments for a prescribed number of years. Each applicable executive will also receive this benefit if his employment is terminated following a change in control (as defined in the executive'sexecutive’s employment agreement).

     

    If the executive dies after separation of service but before his annual supplemental benefit commences, the executive'sexecutive’s benefit will be paid to his beneficiaries, beginning with the month following the bank'sbank’s receipt of a copy of the executive'sexecutive’s death certificate. If the executive dies after his benefit has commenced, the remaining benefits will be paid to the executive'sexecutive’s beneficiaries at the same time and in the same amounts that would have been distributed to the executive had he survived. If the executive dies during active service, 100% of his accrual balance (as defined in the salary continuation agreement) will be paid in a lump sum to his beneficiaries.

     

    If the executive experiences a disability that results in separation of service prior to the normal retirement age, the executive will be entitled to 100% of his accrual balance determined as of the end of the plan year preceding termination.

     

    20

    If the executive is terminated without cause (as defined in the executive'sexecutive’s employment agreement), the executive is entitled to 100% of his accrual balance determined as of the end of the plan year preceding such termination. This benefit is determined by vesting the executive in 10% of the accrual balance at the end of the first plan year, and an additional 10% of such amount at the end of each succeeding year thereafter until the executive becomes 100% vested in the accrual balance.

     

    To offset the annual expense accruals for the benefits payable to the executives under the salary continuation agreements, the bank acquired bank-owned life insurance ("BOLI"(“BOLI”). It is anticipated that the BOLI will provide full cost recovery of the benefits paid to the executives under the salary continuation agreements upon their deaths.

     

    The foregoing summary of the material features of the salary continuation agreements for Messrs. Crapps, Proctor and Sawyer is qualified in its entirety by reference to the provisions of the agreements, the form of which is attached as Exhibit 10.1 to a Form 8-K filed by the company with the SEC on August 3, 2006.

     

    See also the discussion under "Named“Named Executive Officer Employment Agreements."Agreements” in this proxy statement.

    Director Compensation

     

    During the year ended December 31, 2012,2015, outside directors received a retainer in the amount of $7,500 and fees of $1,000 for attendance at each board meeting and $400 for attendance at each committee meeting. Committee chairpersons received $8,500 as an annual retainer. The chairman of the board received a $12,500 retainer and $1,350 for each board meeting. Mr. Crapps, as an employee of the company, does not receive any board fees. He is not listed in the table below because his


    compensation as a named executive officer is described above in this proxy statement. The following is a summary of the compensation paid to directors for 2012.2015.

      

     

    Fees Earned or

    Paid in Cash(1)

    ($)

    		 

     

     

    Stock

    Awards(2)

    ($)

    		 

     

     

    Option

    Awards

    ($)

    		��

     

    Non-Equity

    Incentive Plan

    Compensation

    ($)

    		 

     

     

    Nonqualified Deferred Compensation Earnings

    ($)

    		 

     

     

    All Other Compensation

    ($)

    		 

     

     

     

    Total

    ($)

                   
    Richard K. Bogan $20,800  $5,000   —     —     —     —    $25,800 
    Thomas C. Brown  24,900   5,000   —     —     —     —     29,900 
    C. Jimmy Chao  26,200   5,000   —     —     —     —     31,200 
    Anita B. Easter  21,900   5,000   —     —     —     —     26,900 
    O.A. Ethridge  23,900   5,000   —     —     —     —     28,900 
    George H. Fann, Jr.  25,800   5,000   —     —     —     —     30,800 
    J. Thomas Johnson(3)  21,500   5,000   —    —    —     30,000   56,500 
    W. James Kitchens, Jr.  24,600   5,000   —    —     —     —     29,600 
    E. Leland Reynolds  23,100   5,000   —    —     —         28,100 
    J Randolph Potter (4)  15,800   5,000   —    —    —     14,083   34,883 
    Paul S. Simon  19,900   5,000   —    —    —         24,900 
    Alexander Snipe, Jr.  23,100   5,000   —    —    —     —    28,100 
    Roderick M. Todd, Jr.  21,900   5,000   —     —     —     —     26,900 
    Loretta R. Whitehead(5)  13,700   5,000   —     —     —     —     18,700 
    Mitchell M. Willoughby  26,200   5,000   —     —     —     —     31,200 

    Name
    		 Fees
    Earned or
    Paid in
    Cash
    (1)($)    		 Stock
    Awards
    (2)($)    		 Option
    Awards
    ($)    		 Non-Equity
    Incentive
    Plan
    Compensation
    ($)    		 Nonqualified
    Deferred
    Compensation
    Earnings
    ($)    		 All Other
    Compensation
    ($)    		 Total
    ($)    		 

    Richard K. Bogan

    		 $22,700 $4,995  —  —  —  — $27,695 

    Thomas C. Brown

    		  24,100  4,995  —  —  —  —  29,095 

    Chimin J. Chao

    		  25,300  4,995  —  —  —  —  30,295 

    Anita B. Easter

    		  20,700  4,995  —  —  —  —  25,695 

    O.A. Ethridge

    		  23,100  4,995  —  —  —  —  28,095 

    George H. Fann, Jr. 

    		  26,500  4,995  —  —  —  —  31,495 

    W. James Kitchens, Jr. 

    		  24,100  4,995  —  —  —  —  29,095 

    J. Thomas Johnson(3)

    		  24,300  4,995  —  —  —  142,500  171,795 

    James C. Leventis(4)

    		  13,500  4,995  —  —  —  30,100  48,595 

    Alexander Snipe, Jr. 

    		  21,300  4,995  —  —  —  —  26,295 

    Roderick M. Todd, Jr. 

    		  22,300  4,995  —  —  —  —  27,295 

    Loretta R. Whitehead

    		  22,700  4,995  —  —  —  —  27,695 

    Mitchell M. Willoughby

    		  28,700  4,995  —  —  —  —  33,695 

    (1)

    The company has implemented a director deferred compensation plan wherebyUnder the First Community Corporation 2006 Non-Employee Director Deferred Compensation Plan (the “Director Deferred Compensation Plan”), on or before December 31st of any calendar year, the director canmay elect to defer theall or any part of annual retainer and earned monthly fees. Formeeting fees payable in respect of the amounts deferred under the planfollowing calendar year to the director receives units that canfor service on the board of directors or a committee of the board.This column also reflects fees elected to be exchangeddeferred for stock when the director retires. The amounts reflected in this column include the deferred amounts.

    year ended December 31, 2015.

    (2)

    On May 15, 2012,March 12, 2015, each non-officer director was granted 604427 shares of restricted stock as part of the overall board compensation plan. The shares were valued at $8.27$11.70 per share, which was the closing price of the company's common stock on May 14, 2012 as reported by The NASDAQ Stock Market.share. The shares were fully vested on January 1, 2013.2016. The value of restricted stock grants shown above equals the grant date fair value in accordance with FASB ASC Topic 718.

    (3)

    Mr. Johnson was paid $12,500 per month for the nine months ended September 30, 2012, under the terms of his employment, consulting and noncompete agreement entered into upon consummation of the DutchFork merger on October 1, 2004 and $30,000 for the year ended December 31, 20122015 under the terms of his supplemental executive retirement agreement, which agreement is further described below

    below.

    21

    (4)

    James C. Leventis retired as an executive officer of the bank and terminated his employment Mr. Potter entered into a consulting agreement in Februaryconnection with the acquisition of 2010. Mr. Leventis did not receive any severanceSavannah River Financial Corporation. The agreement was for a 12-month period and provided for a monthly payment in the amount of $13,333 and a supplemental payment to cover health insurance in the amount of $750 per month. The consulting agreement ended on January 31, 2015. The amount paid under his employment agreement. Hethis agreement for 2015 was paid $30,100 for$14,083.

    (5)Ms. Whitehead retired from the year ended December 31, 2012 under the terms of his supplemental executive retirement agreement, which agreement is further described below. Mr. Leventis' term expired at theBoard on May 16, 2012 annual meeting. He did not seek reelection as he had reached the mandatory retirement age based on the company's bylaws.


    20, 2015.

     

    The following table summarizes the fee amounts deferred for each director electing all or partial deferral.

    Name Fees
    Deferred ($)(1)    		Accumulated
    Share
    Units(#)(1)    		 Accumulated Share
    Units Since
    Inception(1)
    Richard K. Bogan  25,124   2,099   16,408 
    C. Jimmy  Chao  33,274   2,778   24,743 
    O. A. Ethridge  292   24   1,056 
    George H. Fann  38   3   137 
    J. Thomas Johnson  2,114   172   7,656 
    W. James Kitchens, Jr.  26,229   2,200   4,974 
    Alexander Snipe, Jr.  28,963   2,417   22,044 
    Loretta R. Whitehead(2)  248   20   899 
    Mitchell M. Willoughby  16,040   1,375   13,094 
    J. Randolph Potter  528   43   1,913 

    Name
    		 2012
    Fees
    Deferred
    ($)(1)    		 Accumulated
    Share Units
    #(1)    		 Accumulated
    Share Units
    Since
    Inception    		 

    Richard K. Bogan

    		 $1,872  227  11,841 

    Chimin J. Chao

    		  27,738  3,264  16,217 

    O. A. Ethridge

    		  156  19  986 

    George H. Fann

    		  20  2  128 

    J. Thomas Johnson

    		  1,130  130  7,148 

    W. James Kitchens, Jr. 

    		  78  9  493 

    Alexander Snipe, Jr. 

    		  23,491  2,768  14,498 

    Loretta R. Whitehead

    		  133  16  840 

    Mitchell M. Willoughby

    		  13,878  1,619  8,714 
    (1)
    Amounts include dividend allocation on accumulated units.

     

    (1)As noted above, under the Director Deferred Compensation Plan, on or before December 31st of any calendar year, the director may elect to defer all or any part of annual retainer and monthly meeting fees payable in respect of the following calendar year to the director for service on the board of directors or a committee of the board. The “Fees Deferred” column reflects the amount of deferred fees for the year ended December 31, 2015. Units of common stock are credited to the director’s account at the time such compensation would otherwise have been payable absent the election to defer equal to (i) the otherwise payable amount divided by (ii) the fair market value of a share of common stock on the last trading day preceding the credit date. The amounts reflected in the “Accumulated Share Units” column reflect the number of units of common stock accumulated during the year ended December 31, 2015, including dividend allocations, and the amounts reflected in the “Accumulated Share Units Since Inception” column reflect the number of units of common stock accumulated since the director began deferring annual retainer and monthly board and committee fees, including dividend allocations. In general, the director’s vested account balance will be distributed in a lump sum of the common stock on the 30th day following termination of service on the board, including termination of service as a result of death or disability.
    (2)Ms. Whitehead retired from the Board on May 20, 2015.

    In connection with theirhis prior employment by the company, the company entered into a supplemental executive retirement agreementsagreement with each of James C. Leventis and J. Thomas Johnson. If either suchthe director dies after his benefit has commenced, the remaining benefits will be paid to the executive'sdirector’s beneficiaries at the same time and in the same amounts that would have been distributed to the executivedirector had he survived. Pursuant to theirthe respective supplementsupplemental executive retirement agreements,agreement, Mr. Johnson is entitled to receive $30,000 annually for seventeen years, beginning in October 2009, and Mr. Leventis is entitled to receive $30,100 annually for ten years, beginning in March of 2010.2009. Mr. Johnson was paid $30,000 in 2012 under the plan, and Mr. Leventis was paid $30,100 in 20122015 under the plan.


    22


    Security Ownership of Certain
    Beneficial Owners and Management

     

    The following table sets forth information known to the Companycompany with respect to beneficial ownership of the Company'scompany’s common stock as of March 31, 20132016 for (i) each director and nominee, (ii) each holder of 5.0% or greater of the Company'scompany’s common stock, (iii) the Company'scompany’s named executive officers, and (iv) all executive officers and directors as a group. Unless otherwise indicated, the mailing address for each beneficial owner is care of First Community Corporation, 5455 Sunset Boulevard, Lexington, South Carolina, 29072.

    Name Number of Shares
    Owned(1)    		 Right to
    Acquire(2)    		 % of Beneficial
    Ownership(3)
    Richard K. Bogan  6,234   —     .09%
    Thomas C. Brown  24,259   7,740   .48%
    C.  Jimmy Chao  37,373       .56%
    Michael C. Crapps  78,369   1,290   1.19%
    Anita B. Easter  20,608   —     .31%
    O.A. Ethridge  24,445   4,730   .44%
    George H. Fann, Jr.  76,193   24,080   1.49%
    W. James Kitchens, Jr.  7,895   34,400   .63%
    J. Thomas Johnson  33,384   —     .50%
    J. Randolph Potter  15,684   —     .23%
    David K. Proctor  32,062   430   .49%
    E. Leland Reynolds  22,042   —     .33%
    Joseph G. Sawyer  37,516   —     .56%
    Paul S. Simon  27,351   —     .41%
    Alexander Snipe, Jr.  5,776   —     .09%
    Roderick M. Todd, Jr.  9,344   —     .14%
    Mitchell M. Willoughby  41,633   4,300   .69%
    Maltese Capital Holdings, LLC, et al(4)  406,200       6.07%
    Manulife Asset Management (US) LLC, et al(5)  362,674       5.42%
    Wellington Management Group, LLP(7)  580,491       8.67%
    Banc Funds Company LLC, et al(6)  410,819       6.14%
                 
    All executive officers and directors as a group (17 persons)  500,168   76,970   8.52%

    Name
    		 Number of
    Shares Owned(1)    		 Right to
    Acquire(2)    		 % of Beneficial
    Ownership(3)    		 

    Richard K. Bogan

    		  4,973     .09%

    Thomas C. Brown

    		  22,998  7,740  .58%

    Chimin J. Chao

    		  36,112     .68%

    Michael C. Crapps

    		  96,151  6,290  1.93%

    Anita B. Easter

    		  23,528     .44%

    O.A. Ethridge

    		  23,184  4,730  .53%

    George H. Fann, Jr. 

    		  68,115  24,080  1.73%

    W. James Kitchens, Jr. 

    		  6,634  34,400  .77%

    J. Thomas Johnson

    		  30,335  4,300  .65%

    David K. Proctor

    		  28,279  5,430  .64%

    Joseph G. Sawyer

    		  27,411  6,720  .64%

    Alexander Snipe, Jr. 

    		  4,515     .09%

    Roderick M. Todd, Jr. 

    		  7,983     .15%

    Loretta R. Whitehead

    		  17,623     .33%

    Mitchell M. Willoughby

    		  24,436  4,300  .54%

    Sandler O'Neill Asset Management, LLC, et al(4)

    		  450,600     8.52%

    Manulife Asset Management (US) LLC, et al(5)

    		  365,000     6.90%

    All executive officers and directors as a group (15 persons)

    		  
    1,237,877    		  
    97,990    		  
    24.79
    %

    (1)

    Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, to the company'scompany’s knowledge the persons named in the table above have sole voting and investment power with respect to all shares of common stock beneficially owned.

    (2)

    Includes shares that may be acquired within the next 60 days as of March 31, 20132016 by exercising vested stock options but does not include any unvested stock options. On December 16, 2011,2012, the company sold 2,500 units, with each unit consisting of an 8.75%a subordinated note due in 2019, $1,000 principal amount, and a warrant to purchase 43 shares of common stock of the company at an exercise price equal to $5.90 per share, to certain accredited investors, including directors and executive officers of the company,company. Warrants for an aggregate purchase price of $2,500,000. The subordinated debt was subsequently redeemed by the company on November 15, 2012. The warrants97,180 common shares remain outstanding and are exercisable at any time and expire December 16, 2019. WarrantsOutstanding warrants issued to directors and executive officers have been included in the table.

    (3)

    For each individual, this percentage is determined by assuming the named person exercises all options which he or she has the right to acquire within 60 days, but that no other persons exercise any options or warrants. For the directors and executive officers as a group, this percentage is determined by assuming that each director and executive officer exercises all options which he or she has the right to acquire within 60 days, but that no other persons exercise any warrant or options. The calculations are based on 5,290,4526,693,042 shares of common stock outstanding on March 31, 2013.
    2016.

    23

    (4)

    Based on information set forth in a Schedule 13G/A filed with the SEC on February 14, 201311, 2016 by Sandler O'Neill AssetMaltese Capital Management, LLC and certain related entities. Sandler O'Neill AssetMaltese Capital Management, LLC beneficially owned 450,600452,682 shares of Common Stockcommon stock as of December 31, 2012,2015, with shared voting power over 450,600452,682 shares and shared dispositive power over 450,600452,682 shares. The address of Sandler O'Neill Asset Management LLCMaltese Capital Management, LLC is 150 East 52nd Street, 30th Floor, New York, New York 10022.

    (5)

    Based on information set forth in a Schedule 13GF filed with the SEC on February 13, 20138, 2016 by Manulife Asset Management (US) LLC and certain related entities. Manulife Asset Management (US) LLC beneficially owned 365,000362,674 shares of Common Stockcommon stock as of December 31, 2012,2015, with sole voting power over 365,000362,674 shares and sole dispositive power over 365,000362,674 shares. The address of Manulife Asset Management (US) LLC is 101 Huntington Avenue,197 Clarendon Street, Boston, Massachusetts 02199.
    02116.


    (6) Based on information set forth in a Schedule 13G/A filed with the SEC on February 4, 2016 by Banc Funds Company, LLC and certain related entities. Banc Funds Company, LLC beneficially owned 398,019 shares of common stock as of December 31, 2015, with sole voting power over 410,819 shares and sole dispositive power over 410,819 shares. The address of The Banc Funds Company LLC is 20 North Wacker Drive, Suite 3300, Chicago IL, 60606.

    (7) Based on information set forth in a Schedule 13G filed with the SEC on February 16, 2016 by Wellington Management Group, LLP and certain related entities. Wellington Management Group, LLP beneficially owned 580,491 shares of common stock as of December 31, 2015, with shared voting power over 580,491 shares and shared dispositive power over 580,491 shares. The address of Wellington Management Group, LLP is 280 Congress Street, Boston, MA 02210.

    Certain Relationships and Related Transactions

     

    The bank has had, and expects to have in the future, loans and other banking transactions in the ordinary course of business with directors (including our independent directors) and executive officers of the Companycompany and its subsidiaries, including members of their families or corporations, partnerships or other organizations in which such officers or directors have a controlling interest. These loans are made on substantially the same terms (including interest rates and collateral) as those available at the time for comparable transactions with persons not related to the bank and did not involve more than the normal risk of collectability or present other unfavorable features.

     

    In addition, our bank subsidiary is subject to the provisions of Section 23A of the Federal Reserve Act, which places limits on the amount of loans or extensions of credit to, or investments in, or certain other transactions with, affiliates and on the amount of advances to third parties collateralized by the securities or obligations of affiliates. The bank is also subject to the provisions of Section 23B of the Federal Reserve Act which, among other things, prohibits an institution from engaging in certain transactions with certain affiliates unless the transactions are on terms substantially the same, or at least as favorable to such institution or its subsidiaries, as those prevailing at the time for comparable transactions with nonaffiliated companies.

     

    The aggregate dollar amount of loans outstanding to directors and executive officers of the bank was approximately $10.9$5.7 million at March 31, 2013.2016.


    Section 16(a) Beneficial Ownership Reporting Compliance

     

    Section 16(a) of the Securities Exchange Act of 1934 requires that the company'scompany’s executive officers, directors and persons who own more than 10% of any registered class of the company'scompany’s equity securities file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than 10% shareholders are required by regulation to furnish the company with copies of all Section 16(a) reports they file.

            Basedfile.Except for certain reports discussed below, based solely on review of Forms 3, 4 and 5 and any representations made to the company, the company believes that all such reports for these persons were filed in a timely fashion during 2012.2015.


    24


    Under the company’s Director Deferred Compensation Plan, on or before December 31st of any calendar year, directors may elect to defer all or any part of their annual retainer and monthly meeting fees payable in respect of the following calendar year for service on the board of directors or a committee of the board. Units of common stock of the Company are credited to the director’s account at the time such compensation would otherwise have been payable absent the election to defer equal to (i) the otherwise payable amount divided by (ii) the fair market value of a share of common stock on the last trading day preceding the credit date. Directors Richard K. Bogan, C. Jimmy Chao, O. A. Ethridge, George H. Fann, J. Thomas Johnson, W. James Kitchens, Jr., Alexander Snipe, Jr., Mitchell M. Willoughby and J. Randolph Potter accumulated 2,099 units, 2,778 units, 24 units, 3 units, 172 units, 2,200 units, 2,417 units, 1,375 units and 43 units of the company’s common stock, respectively, between January 1, 2015 and December 31, 2015 and accumulated a total of 16,408 units, 24,743 units, 1,056 units, 137 units, 7,656 units, 4,974 units, 22,044 units, 13,094 units and 1,913 units of the company’s common stock, respectively, between the date th    e director began deferring annual retainer and monthly board and committee fees and December 31, 2015. The directors were not previously aware that, in addition to the previous disclosures made by company in its annual proxy statements, the directors are required to provide transaction reporting under Section 16(a) with respect to the number of units of common stock allocable to the director and, as a result, the directors inadvertently failed to file a Form 5 as required under Section 16(a) after each year in which units of common stock were acquired. Each director subsequently reported on Form 5 his or her aggregate number of units of common stock accumulated since the director began deferring annual retainer and monthly board and committee fees.

    Independent Registered Public Accountants

     

    We have selected Elliott Davis Decosimo, LLC, to serve as our independent registered public accounting firm for the year ending December 31, 2012.2016. A representative of Elliott Davis Decosimo, LLC, willis expected to be present at the annual meeting and will have the opportunity to make a statement if desired, and is expected to be available to respond to appropriate questions.


    Audit Fees

      Year Ended December 31, 2015 Year Ended December 31, 2014
    Audit Fees(1) $101,080  $100,480 
    Audit-Related Fees(2)      24,850   28,255 
    Tax Fees     21,665   13,865 
    Other  —     —   
    Total $147,595  $142,600 

     
    		 Year Ended
    December 31, 2012    		 Year Ended
    December 31, 2011    		 

    Audit Fees(1)

    		 $96,875 $95,400 

    Audit-Related Fees(2)

    		  89,955  33,900 

    Tax Fees

    		  13,170  10,095 

    Other(3)

    		  6,750  6,500 
          

    Total

    		 $206,750 $145,895 
          

    (1)

    Audit Feesconsisted primarily of the audit of the company'scompany’s annual consolidated financial statements and for reviews of the condensed consolidated financial statements included in the company'scompany’s quarterly reports on formForm 10-Q.

    (2)

    Audit Related Feesfor 20122015 and 20112014 consisted primarily of procedures related to offering documents, the audit of the Company's 401 (k)company’s 401(k) plan, audit, HUD compliance audit, and miscellaneous accounting and research discussions.

    (3)
    Other fees for 2012 and 2011, consisted of fees related to Bank Secrecy Act compliance.


    Oversight of Accountants; Approval of Accounting Fees

     

    Under the provisions of its charter, the audit/compliance committee is responsible for the retention, compensation, and oversight of the work of the independent auditors. The committee reviews any proposed services to insure that securities laws do not prohibit them and approves the scope of all services prior to being performed. All of the accounting services and fees reflected in the table above have been reviewed and approved by the audit/compliance committee, and individuals who were not employees of the independent auditor performed none of the services.


    25

    Shareholder Proposals for the 20142017 Annual Meeting of Shareholders

     If shareholders wish

    Any shareholder of the company desiring to include a proposal pursuant to be includedRule 14a-8 under the Securities Exchange Act of 1934 in the company'scompany’s proxy statement and form of proxy relating tofor action at the 20142017 annual meeting of shareholders they must deliver a written copy of theirthe proposal to the principal executive offices of the company no later than December 9, 2013. To ensure prompt receipt by12, 2016, unless the company,date of the 2017 annual meeting of shareholders is more than 30 days before or after May 18, 2017, in which case the proposal shouldmust be sent certified mail, return receipt requested. Proposals must complyreceived a reasonable time before we begin to print and send our proxy materials. Only proper proposals that are timely received and in compliance with the company's bylaws relating to shareholder proposals in order toRule 14a-8 will be included in the company'scompany’s 2017 proxy materials.statement.

     Any

    Under our bylaws, shareholder proposalproposals not intended for inclusion in the company’s 2017 proxy statement pursuant to Rule 14a-8 but intended to be maderaised at anthe 2017 annual meeting but which is not requested to be included in our proxy materials, must comply with our bylaws. Proposalsof shareholders, including nominations for election of director(s) other than the board’s nominees, must be delivered to our principal executive offices notreceived no later than 90 days in advance of the 2017 annual meeting.meeting of shareholders and must comply with the procedural, informational and other requirements outlined in our bylaws.


     

    26

     

    FIRST COMMUNITY CORPORATION

    5455 Sunset Boulevard
    Lexington, South Carolina 29072
    www.firstcommunitysc.com

    PROXY SOLICITED FOR ANNUAL MEETING
    OF SHAREHOLDERS OF

    FIRST COMMUNITY CORPORATION

    To be held on May 22, 201318, 2016

     

    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

     

    The undersigned hereby constitutes and appoints David K. Proctor and Joseph G. Sawyer, and each of them, as his or her true and lawful agents and proxies with full power of substitution in each, to represent and vote, as indicated below, all of the shares of Common Stock of First Community Corporation that the undersigned would be entitled to vote at the Annual Meeting of Shareholders of the company to be held on May 22, 2013 at The South Carolina State Museum, Palmetto Gallery, 301 Gervais Street, Columbia, S.C. 29201,18, 2016 at 11:00 a.m. local time, at Saluda Shoals Park, Environmental Center, 5605 Bush River Road, Columbia, South Carolina, 29212, and at any adjournment, upon the matters described in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement, receipt of which is acknowledged. These proxies are directed to vote on the matters described in the Notice of Annual Meeting of Shareholders and Proxy Statement as follows:

     

    This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted “for” Proposal No. 1 to elect fourfive Class I directors to serve on the board of directors each for three-year terms,terms; “for” Proposal No. 2 to approve the compensation of our named executive officers as disclosed in the proxy statement (this is a non-binding, advisory vote), for a frequency of three years for Say-on-Pay proposals for Proposal No. 3 (this is a non-binding, advisory vote),; and “for” Proposal No. 43 to ratify the appointment of Elliott Davis Decosimo, LLC as our independent registered public accounting firm for the year ending December 31, 2013.2016. This proxy also delegates discretionary authority to the proxies to vote with respect to any other business which may properly come before the meeting or any adjournment or postponement thereof.

     

    1.PROPOSAL to elect the following four Class I director nominees to serve on the board of directors each for three-year terms.

    1.PROPOSAL to elect the following five director nominees to serve on the board of directors, each to serve a term as follows.

     

    Class I Director Nominees – Terms Expiring at the 2019 Annual Meeting of Shareholders

     

    Richard K. Bogan, M.D.

    MD

    Anita B. Easter

    Michael C. Crapps

    George H. Fann, Jr., D.M.D.

    DMD

    oMichael C. Crapps  

    		J. Randolph Potter
    Anita B. Easter

    ☐FORall nominees listed
    		☐WITHHOLD AUTHORITY☐AGAINST
    (except as marked to the contrary)

    oWITHHOLD AUTHORITY
    to vote for all nominees

    oAGAINST

     

    INSTRUCTION:INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), write that nomineesnominee’s name(s) in the space provided below.

     

    2.PROPOSAL to approve the compensation of our named executive officers as disclosed in this proxy statement (this is a non-binding, advisory vote).

    o FOR

    o AGAINST

    o ABSTAIN

     

    3.PROPOSAL to approve the frequency of the vote on compensation of our named executive officers (this is a non-binding, advisory vote).

     

    o ONE YEAR

    2.

    o TWO YEARS

    o THREE YEARS

    o ABSTAIN

    PROPOSAL to approve the compensation of our named executive officers as disclosed in this proxy statement (this is a non-binding, advisory vote).

     

    4.PROPOSAL to ratify the appointment of Elliott Davis, LLC as our independent registered public accounting firm for the year ending December 31, 2013.

    ☐oFOR FOR

    ☐AGAINST

    ☐oABSTAIN AGAINST

    o ABSTAIN

    5. At their discretion upon such other matters as may properly come before the meeting.

     

    Dated:

    3.

    2013.

    SignaturePROPOSAL to ratify the appointment of Shareholder(s)

    Signature of Shareholder(s)

    Print name clearly

    Print name clearly

    Elliott Davis Decosimo, LLC as our independent registered public accounting firm for the year ending December 31, 2016.

     


    ☐FOR☐AGAINST☐ABSTAIN

    4.At their discretion upon such other matters as may properly come before the meeting.

    Dated:     

    Signature of Shareholder(s)Signature of Shareholder(s)
    Print name clearlyPrint name clearly

     

    Please sign exactly as name or names appear on your stock certificate. Where more than one owner is shown on your stock certificate, each owner should sign. Persons signing in a fiduciary or representative capacity shall give full title. If a corporation, please sign in full corporate name by authorized officer. If a partnership, please sign in partnership name by authorized person.

     

    INSTRUCTIONS FOR VOTING YOUR PROXY

     

    Note that if your shares are held in “street name,” you will need to obtain a proxy form from the institution that holds your shares in order to vote at our annual meeting.

     

    We offer three alternative methods of voting this proxy:

     

    ·

    By Telephone (using(using a touch-tone telephone): 1-800-579-1639

    ·

    Through the Internet (using(using a browser)www.proxyvote.com

    ·

    By Mail (using(using the attached proxy card and postage-paid envelope)

     

    Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you had returned your proxy card. We encourage you to use these cost-effectivecost- effective and convenient methods of voting, 24 hours a day, 7 days a week.

     

    TELEPHONE VOTINGAvailable until 3:00 a.m.11:59 p.m. Eastern Daylight Time on May 22, 201317, 2016, the day before the meeting date

     

    ·

    This method of voting is available for residents of the U.S. and Canada

    ·

    On a touch-tone telephone, call TOLL FREE 1-866-818-9355, 24 hours a day, 7 days a week

    ·

    •On a touch-tone telephone, callTOLL FREE 1-800-690-690324 hours a day, 7 days a week
    In order to vote via telephone, have the voting form in hand, call the number above and follow the instructions

    ·

    Your vote will be confirmed and cast as you directed

     

    INTERNET VOTINGAvailable until 3:00 a.m.11:59 p.m. Eastern Daylight Time on May 22, 201317, 2016, the day before the meeting date

     

    ·

    Visit the Internet voting website athttps://www.proxyvotenow.com/fccowww.proxyvote.com


    ·

    In order to vote online, have the voting form in hand, go to the website listed above and follow the instructions

    ·

    Your vote will be confirmed and cast as you directed

    ·

    You will only incur your usual Internet charges

     

    VOTING BY MAIL

     

    ·

    Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope

    ·

    If you are voting by telephone or through the Internet,please do not return your proxy card

     



    QuickLinks

    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
    April 8, 2013

    VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. FIRST COMMUNITY CORPORATION 5455 Sunset Boulevard Lexington, South CarolinaSUNSET BLVD. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS LEXINGTON, SC 29072
    ATTN: JOE SAWYER If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FO

    R YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All To withhold authority to vote for any All All Except individual nominee(s), mark “For All The Board of Directors recommends you vote FOR Except” and write the number(s) of the nominee(s) on the line below. the following: 0 0 0 1. Class I Director Nominees Nominees 01 Richard K. Bogan, MD 02 Michael C. Crapps 03 Anita B. Easter 04 George H. Fann, Jr. DMD 05 J. Randolph Potter. The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2 To approve the compensation of our named executive officers as disclosed in this proxy statement (this is a 0 0 0 non-binding, advisory vote). 3 To ratify the appointment of Elliott Davis Decosimo, LLC as our independent registered public accounting firm 0 0 0 for the year ending December 31, 2016. NOTE: At their discretion upon such other matters as may properly come before the meeting. R1.0.1.25 Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or 0000276522_1 partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report and Notice &‘‘

    “Proxy Statement forare available at www.proxyvote.com FIRST COMMUNITY CORPORATION Annual Meeting of Shareholders to be Held on May 22, 2013
    Voting Information
    Proposal No. 1: Election18, 2016 11:00 AM This proxy is solicited by the Board of Directors
    Proposal No. 2: Non-Binding, Advisory Vote on Compensation The undersigned hereby constitutes and appoints David K. Proctor and Joseph G. Sawyer, and each of them, as his or her true and lawful agents and proxies with full power of substitution in each, to represent and vote, as indicated below, all of the Named Executive Officers
    Proposal No. 3: Advisory, Non-Binding Vote onshares of Common Stock of First Community Corporation that the Frequency of Approval ofundersigned would be entitled to vote at the Compensation of the Named Executive Officers
    Proposal No. 4: Ratification of Appointment of Independent Registered Public Accounting Firm
    CORPORATE GOVERNANCE
    EXECUTIVE COMPENSATION AND OTHER INFORMATION Compensation of Directors and Executive Officers
    Summary Compensation Table
    Outstanding Equity Awards at December 31, 2012
    Security Ownership of Certain Beneficial Owners and Management
    Certain Relationships and Related Transactions
    Section 16(a) Beneficial Ownership Reporting Compliance
    Independent Registered Public Accountants
    Audit Fees
    Oversight of Accountants; Approval of Accounting Fees
    Shareholder Proposals for the 2014 Annual Meeting of Shareholders
    of the company to be held on May 18, 2016 at Saluda Shoals Park, Environmental Center, 5605 Bush River Road, Columbia, SC 29212 at 11:00 a.m. local time, and at any adjournment, upon the matters described in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement, receipt of which is acknowledged. These proxies are directed to vote on the matters described in the Notice of Annual Meeting of Shareholders and Proxy Statement as follows: This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted “for” Proposal No. 1 to elect five director nominees to serve on the board of directors; “for” Proposal No. 2 to approve the compensation of our named executive officers as disclosed in the proxy statement (this is a non-binding, advisory vote); and “for” Proposal No. 3 to ratify the appointment of Elliott Davis Decosimo, LLC as our independent registered public accounting firm for the year ending December 31, 2016. This proxy also delegates discretionary authority to the proxies to vote with respect to any other business which may properly R1.0.1.25 come before the meeting or any adjournment or postponement thereof. 0000276522_2 Continued and to be signed on reverse side