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Item 9A. Controls and Procedures

2023-02-28 compared with 2022-03-01 · 36 added, 43 removed, 128 unchanged (38% of the section changed)

5 unchanged sentences

Management’s Report On Internal Control Over Financial Reporting

Management of First Bancorp and its subsidiaries (the “Company”) is responsible for establishing and maintaining effective internal control over financial reporting.

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

7 unchanged sentences

The accompanying consolidated financial statements were prepared in conformity with GAAP and include, as necessary, best estimates and judgments by management.

Management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Select Bancorp, Inc.

and its subsidiary Select Bank & Trust Company (together, “Select”), which was acquired on October 15, 2021, and which is included in the consolidated balance sheets of the Company as of December 31, 2021, and the related consolidated statements of income, comprehensive income, changes in total shareholders' equity, and cash flows for the year then ended.

Select constituted 17.5% and 25.4% of total assets and total shareholders' equity, respectively, as of December 31, 2021.

Select contributed 4.4% of total revenues for the year ended December 31, 2021, and contributed a net loss which equated to 12.8% of the total net income for the year then ended.

Management did not assess the effectiveness of internal control over financial reporting of Select because of the timing of the acquisition which was completed on October 15, 2021.

Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013) (the "Framework").

Based on management’s evaluation under the Framework, management of the Company has concluded the Company maintained effective internal control over financial reporting, as such term is defined in Securities Exchange Act of 1934 Rules 13a-15(f), as of December 31, 2022.

BDO USA, LLP, an independent, registered public accounting firm, has audited the Company’s consolidated financial statements as of and for the year ended December 31, 2021, and audited the Company’s effectiveness of

internal control over financial reporting as of December 31, 2021, as stated in their report, which is included in Item 8 hereof.

BDO USA, LLP, an independent, registered public accounting firm, has audited the Company’s consolidated financial statements as of and for the year ended December 31, 2022, and audited the Company’s effectiveness of internal control over financial reporting as of December 31, 2022, as stated in their reports, which are included in Item 8 hereof.

Changes in Internal Controls

2 unchanged sentences

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

1 unchanged sentence

Executive Compensation

Incorporated herein by reference is the information under the captions “Executive Compensation” and “Board Committees, Attendance and Compensation” from the Company’s definitive proxy statement to be filed pursuant to Regulation 14A.

Incorporated herein by reference is the information under the captions “Executive Compensation,” “Board Committees, Attendance and Compensation,” and "Pay Versus Performance" from the Company’s definitive proxy statement to be filed pursuant to Regulation 14A.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

30 unchanged sentences

Management contracts, compensatory plans and arrangements are marked with an asterisk (*).

2.a Purchase and Assumption Agreement dated as of March 3, 2016 between First Bank (as Seller) and First Community Bank (as Purchaser) was filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on March 7, 2016, and is incorporated herein by reference.

2.b Purchase and Assumption Agreement dated as of March 3, 2016 between First Community Bank (as Seller) and First Bank (as Purchaser) was filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K filed on March 7, 2016, and is incorporated herein by reference.

2.c Merger Agreement between First Bancorp and Carolina Bank Holdings, Inc.

dated June 21, 2016 was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 22, 2016, and is incorporated herein by reference.

2.d Merger Agreement between First Bancorp and ASB Bancorp, Inc.

dated May 1, 2017 was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 1, 2017, and is incorporated herein by reference.

2.e Merger Agreement between First Bancorp and Select Bancorp, Inc.

2.a Merger Agreement between First Bancorp and Select Bancorp, Inc.

dated June 1, 2021 was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 1, 2021, and is incorporated herein by reference .

2.b Merger Agreement between First Bancorp and GrandSouth Bancorporation dated June 21, 2022 was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 21, 2022, and is incorporated herein by reference .

3.a Articles of Incorporation of the Company and amendments thereto were filed as Exhibits 3.a.i through 3.a.v to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2002 , and are incorporated herein by reference.

4 unchanged sentences

Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 26, 2012 , and are incorporated herein by reference.

Articles of Amendment to the Articles of Incorporation were filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed June 14, 2022 , and are incorporated herein by reference.

3.b Amended and Restated Bylaws of the Company were filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on February 9, 2018, and are incorporated herein by reference.

2 unchanged sentences

10.a Form of Indemnification Agreement between the Company and its Directors and Officers was filed as Exhibit 10.a to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, and is incorporated herein by reference.

10.b First Bancorp Senior Management Supplemental Executive Retirement Plan was filed as Exhibit 10.b to the Company's Annual Report on Form 10-K for the year ended December 31, 2018, and is incorporated herein by reference.

10.b First Bancorp Senior Management Supplemental Executive Retirement Plan e ffective January 1, 2009 was filed as Exhibit 10.b to the Company's Annual Report on Form 10-K for the year ended December 31, 2018, and is incorporated herein by reference.

10.c First Bancorp 2007 Equity Plan was filed as Appendix B to the Registrant's Form Def 14A filed on March 27, 2007, and is incorporated herein by reference.

11 unchanged sentences

10.l Amendment to the First Bancorp Senior Management Supplemental Executive Retirement Plan dated March 11, 2014 was filed as Exhibit 10.aa to the Company's Annual Report on Form 10-K for the year ended December 31, 2013, and is incorporated herein by reference.

10.m Employment Agreement between the Company and Eric P.

Credle dated November 7, 2014 was filed as Exhibit 10.a to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, and is incorporated herein by reference.

10.n The Executive Nonqualified Excess Plan Document was filed as Exhibit 10.q to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and is incorporated herein by reference.

10.o The Executive Nonqualified Excess Plan Adoption Agreement dated January 30, 2017 was filed as Exhibit 10.r to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and is incorporated herein by reference.

10.p The Executive Nonqualified Excess Plan Adoption Agreement dated February 26, 2018 was filed as Exhibit 10.s to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and is incorporated herein by reference.

10.q The Company’s Annual Incentive Plan for certain employees and executive officers was filed as Exhibit 10.q to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and is incorporated herein by reference.

10.r Employment Agreement by and among the Company and the Bank and G.

10.m The Executive Nonqualified Excess Plan Document was filed as Exhibit 10.q to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and is incorporated herein by reference.

10.n The Executive Nonqualified Excess Plan Adoption Agreement dated January 30, 2017 was filed as Exhibit 10.r to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and is incorporated herein by reference.

10.o The Executive Nonqualified Excess Plan Adoption Agreement dated February 26, 2018 was filed as Exhibit 10.s to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and is incorporated herein by reference.

10.p The Company’s Annual Incentive Plan for certain employees and executive officers was filed as Exhibit 10.q to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and is incorporated herein by reference.

10.q Employment Agreement by and among the Company and the Bank and G.

Adams Currie Jr.

dated December 23, 2021 was filed as Exhibit 99.1 to the Company's Current Report on Form 8-K on December 23, 2021 and is incorporated by reference.

10.s Employment Agreement by and among the Company and the Bank and Elizabeth B.

10.r Employment Agreement by and among the Company and the Bank and Elizabeth B.

Bostian dated December 23, 2021 as filed as Exhibit 99.2 to the Company's Current Report on Form 8-K on December 23, 2021 and is incorporated by reference.

19 unchanged sentences

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, FIRST BANCORP has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Southern Pines, and State of North Carolina, on the 1st day of March, 2022.

First Bancorp

9 unchanged sentences

Executive Vice President & Chief Accounting Officer

March 1, 2022 March 1, 2022 March 1, 2022

February 28, 2023 February 28, 2023 February 28, 2023

Board of Directors

5 unchanged sentences

Chairman of the Board

March 1, 2022 March 1, 2022

/s/ Daniel T.

/s/ Carlie C.

March 1, 2022 March 1, 2022

February 28, 2023 February 28, 2023

/s/ Mary Clara Capel

/s/ Dexter V.

/s/ Carlie C.

Mary Clara Capel

March 1, 2022 March 1, 2022

February 28, 2023 February 28, 2023

/s/ Suzanne DeFerie

Temple Sloan, III

/s/ Dexter V.

Suzanne DeFerie

February 28, 2023 February 28, 2023

Randolph Potter

February 28, 2023 February 28, 2023

Garrett /s/ O.

Temple Sloan, III

March 1, 2022 March 1, 2022

/s/ Frederick L.

March 1, 2022 March 1, 2022

Gould /s/ Virginia C.

Director Virginia C.

March 1, 2022 March 1, 2022

Temple Sloan, III

February 28, 2023 February 28, 2023

Gould /s/ Frederick L.

Director Frederick L.

February 28, 2023 February 28, 2023

/s/ Michael G.

Mayer /s/ Dennis A.

Mayer /s/ Virginia C.

Director Virginia C.

February 28, 2023 February 28, 2023

McCauley /s/ Dennis A.

Director Dennis A.

March 1, 2022 March 1, 2022

March 1, 2022

February 28, 2023 February 28, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures