COLONY BANKCORP INC
For the period ended May 21, 2026. Filed Apr 16, 2026.
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May 21, 2026 · Filed Apr 16, 2026
Contents
Summary of Terms of Compensation Program
Base Salary. The Talent Management and Compensation Committee establishes base salary for each named executive officer to reflect the potential contribution of the executive to the achievement of the Company’s and the Bank’s business objectives and to be competitive with base salaries paid by other institutions. The Company utilizes industry specific salary surveys as a source to evaluate competitiveness of base salaries. The level of each executive officer’s base salary is designed to reward performance for carrying out the required day-to-day activities and responsibilities of each officer’s position. We increase base salaries based upon competitive market needs, our past and expected financial performance and the individual executive’s performance. Base salary is an important component of the compensation program because it fairly compensates individuals for fulfilling their daily responsibilities and obligations. The Talent Management and Compensation Committee determined the initial 2026 base salary for the named executive officers by reviewing salary surveys from different industry groups, considering the environment of the financial industry and discussing with its independent compensation consultant who is knowledgeable about the banking industry’s compensation for executive officers.
The base salary approved and in effect for 2025 and 2026 for each named executive officer is listed on the following chart:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · 2025 Base · · 2026 Base | ||||||
| Executive · · Salary · · Salary | ||||||
| T. Heath Fountain | | $535,000 | | $600,000 | ||
| Roy Dallis Copeland, Jr | | 380,000 | | | 400,000 | |
| Ed Canup | | 275,000 | | | 315,000 | |
Annual Cash Incentive Compensation. Cash incentives for each of the named executive officers are based primarily on performance with regard to goals established by the Talent Management and Compensation Committee. The Talent Management and Compensation committee sets annual target bonuses for all named executive officers. For 2025, performance-based payouts closely approached target levels across the executive team. Specifically, Mr. Fountain earned $309,397 (96.39% of his $314,908 target), Mr. Copeland earned $149,410 (98.30% of his $152,071 target), and Mr. Canup earned $109,326 (99.39% of his $111,274 target).
In 2025, annual cash incentive compensation was based on the level of achievement of five distinct goals, each of which were weighted based on their relative relationship to overall Company and Bank performance including:
| ● | Achieving an operating return on average assets (ROAA) ratio of greater than 0.97% (weighted at 30%); |
| ● | Achieving an operating earnings per share (EPS) greater than $1.78 per share (weighted at 30%); |
| ● | Achieving net operating non-interest expense to average assets (Net NIE) ratio of less than 1.43% (weighted at 20%); and |
| ● | Achieving individual performance goals (weighted at 20%). |
The annual cash incentive awards earned based on 2025 performance were paid to each named executive officer: 80% paid in cash in 2026 with the remaining balance of the award to be paid in 2027.
*Employment Agreements.*The Company is a party to an employment agreement with each of our named executive officers. The employment agreement has a three-year term, in the case of Mr. Fountain (expiring July 30, 2027), and a two-year term, in the case of Messrs. Copeland and Canup (expiring September 13, 2026 and January 19, 2027, respectively) and provides for participation in any annual bonus and employee benefit plans available to other similarly-situated Bank employees. In addition, the Company will provide Mr. Fountain reimbursement for the cost of certain monthly club membership dues. The employment agreements specify the payments and benefits to which he would be entitled upon a termination of employment for specified reasons, as described in greater detail below.
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