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First Bancshares Inc./MS – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On:  Thursday, 2/29/24, at 4:46pm ET   ·   For:  12/31/23   ·   Accession #:  947559-24-11   ·   File #:  0-22507

Previous ‘10-K’:  ‘10-K’ on 3/1/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   27 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/29/24  First Bancshares Inc./MS          10-K       12/31/23  144:22M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   4.30M 
 2: EX-10.11    Material Contract                                   HTML     41K 
 3: EX-10.13    Material Contract                                   HTML     63K 
 4: EX-10.15    Material Contract                                   HTML     41K 
 5: EX-10.17    Material Contract                                   HTML     91K 
 6: EX-21.1     Subsidiaries List                                   HTML     38K 
 7: EX-23.1     Consent of Expert or Counsel                        HTML     38K 
11: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     81K 
                Awarded Compensation                                             
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     42K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     40K 
17: R1          Document and Entity Information                     HTML    110K 
18: R2          Consolidated Balance Sheets                         HTML    147K 
19: R3          Consolidated Balance Sheets (Parenthetical)         HTML     58K 
20: R4          Consolidated Statements of Income                   HTML    163K 
21: R5          Consolidated Statements of Comprehensive Income     HTML     77K 
                (Loss)                                                           
22: R6          Consolidated Statements of Changes in               HTML    123K 
                Stockholders' Equity                                             
23: R7          Consolidated Statements of Changes in               HTML     41K 
                Stockholders' Equity (Parenthetical)                             
24: R8          Consolidated Statements of Cash Flows               HTML    193K 
25: R9          Nature of Business                                  HTML     43K 
26: R10         Summary of Significant Accounting Policies          HTML    154K 
27: R11         Business Combinations                               HTML    142K 
28: R12         Securities                                          HTML    253K 
29: R13         Loans                                               HTML    604K 
30: R14         Premises and Equipment                              HTML     50K 
31: R15         Deposits                                            HTML     48K 
32: R16         Borrowed Funds                                      HTML     55K 
33: R17         Lease Obligations                                   HTML    121K 
34: R18         Regulatory Matters                                  HTML     95K 
35: R19         Income Taxes                                        HTML    103K 
36: R20         Employee Benefits                                   HTML     43K 
37: R21         Stock Plans                                         HTML     51K 
38: R22         Subordinated Debt                                   HTML     50K 
39: R23         Treasury Stock                                      HTML     45K 
40: R24         Related Party Transactions                          HTML     47K 
41: R25         Commitments, Contingencies, and Concentrations of   HTML     65K 
                Credit Risk                                                      
42: R26         Fair Values of Assets and Liabilities               HTML    242K 
43: R27         Revenue From Contracts With Customers               HTML    117K 
44: R28         Parent Company Financial Information                HTML    112K 
45: R29         Operating Segments                                  HTML    122K 
46: R30         Summary of Quarterly Results of Operations and Per  HTML    127K 
                Share Amounts (Unaudited)                                        
47: R31         Derivative Financial Instruments                    HTML     57K 
48: R32         Pay vs Performance Disclosure                       HTML     50K 
49: R33         Insider Trading Arrangements                        HTML     44K 
50: R34         Summary of Significant Accounting Policies          HTML    218K 
                (Policies)                                                       
51: R35         Summary of Significant Accounting Policies          HTML     95K 
                (Tables)                                                         
52: R36         Business Combinations (Tables)                      HTML    133K 
53: R37         Securities (Tables)                                 HTML    253K 
54: R38         Loans (Tables)                                      HTML    590K 
55: R39         Premises and Equipment (Tables)                     HTML     50K 
56: R40         Deposits (Tables)                                   HTML     46K 
57: R41         Borrowed Funds (Tables)                             HTML     51K 
58: R42         Lease Obligations (Tables)                          HTML     95K 
59: R43         Regulatory Matters (Tables)                         HTML     91K 
60: R44         Income Taxes (Tables)                               HTML    103K 
61: R45         Stock Plans (Tables)                                HTML     47K 
62: R46         Related Party Transactions (Tables)                 HTML     43K 
63: R47         Commitments, Contingencies, and Concentrations of   HTML     60K 
                Credit Risk (Tables)                                             
64: R48         Fair Values of Assets and Liabilities (Tables)      HTML    234K 
65: R49         Revenue From Contracts With Customers (Tables)      HTML    110K 
66: R50         Parent Company Financial Information (Tables)       HTML    116K 
67: R51         Operating Segments (Tables)                         HTML    119K 
68: R52         Summary of Quarterly Results of Operations and Per  HTML    126K 
                Share Amounts (Unaudited) (Tables)                               
69: R53         Derivative Financial Instruments (Tables)           HTML     62K 
70: R54         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     82K 
                Narrative (Details)                                              
71: R55         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     44K 
                Change in Goodwill During the Year (Details)                     
72: R56         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     47K 
                Definite-Lived Intangible Assets (Details)                       
73: R57         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     60K 
                Related Amortization Expense of Purchase                         
                Accounting Intangible Assets (Details)                           
74: R58         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     75K 
                Earnings Available to Common Stockholders                        
                (Details)                                                        
75: R59         BUSINESS COMBINATIONS - Narrative (Details)         HTML    124K 
76: R60         BUSINESS COMBINATIONS - Schedule of Recognized      HTML    194K 
                Identifiable Assets Acquired and Liabilities                     
                Assumed (Details)                                                
77: R61         BUSINESS COMBINATIONS - Business Acquisition, Pro   HTML     47K 
                Forma Information (Details)                                      
78: R62         SECURITIES - Narrative (Details)                    HTML     76K 
79: R63         SECURITIES - Summary of Amortized Cost and Fair     HTML     93K 
                Value of Available-For-Sale Securities and                       
                Held-To-Maturity Securities (Details)                            
80: R64         SECURITIES - Cost of HTM Securities, Aggregated by  HTML     51K 
                Credit Quality Indicator (Details)                               
81: R65         SECURITIES - Amortized Cost and Fair Value of Debt  HTML    118K 
                Securities (Details)                                             
82: R66         SECURITIES - Sales and Calls of Securities          HTML     44K 
                (Details)                                                        
83: R67         SECURITIES - Summary of Securities With Unrealized  HTML    112K 
                and Unrecognized Losses (Details)                                
84: R68         LOANS - Composition of Loan Portfolio (Details)     HTML     64K 
85: R69         LOANS - Narrative (Details)                         HTML    127K 
86: R70         LOANS - Summary of Loans Classified as Past Due in  HTML     72K 
                Excess of Thirty Days or More and Loans Classified               
                as Non-Accrual (Details)                                         
87: R71         LOANS - Summary of Carrying Amount of Loans         HTML     52K 
                Acquired in Business Combination with Credit                     
                Deterioration (Details)                                          
88: R72         LOANS - Detail of Troubled Debt Restructurings      HTML     62K 
                (Details)                                                        
89: R73         LOANS - Amortized Cost Basis of Loans that were     HTML     46K 
                Modified to Borrowers by Class of Financing                      
                Receivable (Details)                                             
90: R74         LOANS - Summary of Loans Modified as TDRs for       HTML     49K 
                Which There Was a Payment Default Within 12 Months               
                Following the Modification (Details)                             
91: R75         LOANS - Modifications of Loans Performing           HTML     89K 
                (Details)                                                        
92: R76         LOANS - Collateral Dependent Loans (Details)        HTML     65K 
93: R77         LOANS - Amortized Cost Basis of Loans by Credit     HTML    200K 
                Quality Indicator and Class of Loans Based on the                
                Most Recent Analysis Performed (Details)                         
94: R78         LOANS - Activity in Allowance for Credit Losses     HTML     77K 
                (Details)                                                        
95: R79         LOANS - Loans and Allowance, Broken Down by         HTML     76K 
                Portfolio Segment (Details)                                      
96: R80         PREMISES AND EQUIPMENT - Schedule of Property,      HTML     55K 
                Plant and Equipment (Details)                                    
97: R81         PREMISES AND EQUIPMENT - Narrative (Details)        HTML     40K 
98: R82         DEPOSITS - Narrative (Details)                      HTML     40K 
99: R83         DEPOSITS - Schedule of Maturities of Time Deposits  HTML     52K 
                (Details)                                                        
100: R84         BORROWED FUNDS - Schedule of Debt (Details)         HTML     45K  
101: R85         BORROWED FUNDS - Narrative (Details)                HTML     64K  
102: R86         BORROWED FUNDS - Debt Payments over the Next Five   HTML     52K  
                Years (Details)                                                  
103: R87         LEASES OBLIGATIONS - Narrative (Details)            HTML     43K  
104: R88         LEASES OBLIGATIONS - Right-of-Use Assets and Lease  HTML     64K  
                Liabilities Relating to Operating and Finance                    
                Leases (Details)                                                 
105: R89         LEASES OBLIGATIONS - Lease Costs (Details)          HTML     49K  
106: R90         LEASES OBLIGATIONS - Maturity of Remaining Lease    HTML     78K  
                Liabilities (Details)                                            
107: R91         REGULATORY MATTERS - Narrative (Details)            HTML     49K  
108: R92         REGULATORY MATTERS - Actual Capital Amounts and     HTML     61K  
                Ratios (Details)                                                 
109: R93         REGULATORY MATTERS - Minimum Amounts of Capital     HTML     61K  
                and Ratios (Details)                                             
110: R94         INCOME TAXES - Components of Income Tax Expense     HTML     54K  
                (Details)                                                        
111: R95         INCOME TAXES - Reconciliation of Federal Income     HTML     80K  
                Tax Statutory Rates (Details)                                    
112: R96         INCOME TAXES - Components of Deferred Income Taxes  HTML     78K  
                Included in Consolidated Financial Statements                    
                (Details)                                                        
113: R97         INCOME TAXES - Narrative (Details)                  HTML     39K  
114: R98         Employee Benefits (Details)                         HTML     87K  
115: R99         STOCK PLANS - Schedule of Non-vested Share          HTML     51K  
                Activity (Details)                                               
116: R100        STOCK PLANS - Narrative (Details)                   HTML     84K  
117: R101        Subordinated Debt (Details)                         HTML    124K  
118: R102        TREASURY STOCK - Narrative (Details)                HTML     55K  
119: R103        RELATED PARTY TRANSACTIONS - Narrative (Details)    HTML     42K  
120: R104        RELATED PARTY TRANSACTIONS - Schedule of Related    HTML     45K  
                Party Transactions (Details)                                     
121: R105        COMMITMENTS, CONTINGENCIES, AND CONCENTRATIONS OF   HTML     50K  
                CREDIT RISK - Schedule of Financial Instruments                  
                with Off-Balance Sheet Risk (Details)                            
122: R106        COMMITMENTS, CONTINGENCIES, AND CONCENTRATIONS OF   HTML     59K  
                CREDIT RISK - Narrative (Details)                                
123: R107        COMMITMENTS, CONTINGENCIES, AND CONCENTRATIONS OF   HTML     46K  
                CREDIT RISK - Change in Allowance for OBSC                       
                Exposures (Details)                                              
124: R108        FAIR VALUES OF ASSETS AND LIABILITIES - Fair Value  HTML    124K  
                of Assets Measured on Recurring Basis (Details)                  
125: R109        FAIR VALUES OF ASSETS AND LIABILITIES -             HTML     58K  
                Reconciliation of Activity for Assets Measured at                
                Fair Value based on Significant Unobservable                     
                (Non-market) Information (Details)                               
126: R110        FAIR VALUES OF ASSETS AND LIABILITIES -             HTML     47K  
                Reconciliation of Activity for Liabilities                       
                Measured at Fair Value based on Significant                      
                Unobservable Information (Details)                               
127: R111        FAIR VALUES OF ASSETS AND LIABILITIES -             HTML     77K  
                Quantitative Information About Recurring Level 3                 
                Fair Value Measurements (Details)                                
128: R112        FAIR VALUES OF ASSETS AND LIABILITIES - Fair Value  HTML     61K  
                of Assets Measured on Nonrecurring Basis (Details)               
129: R113        FAIR VALUES OF ASSETS AND LIABILITIES - Fair Value  HTML    125K  
                of Financial Instruments (Details)                               
130: R114        Revenue From Contracts With Customers (Details)     HTML    102K  
131: R115        PARENT COMPANY FINANCIAL INFORMATION - Condensed    HTML     76K  
                Balance Sheets (Details)                                         
132: R116        PARENT COMPANY FINANCIAL INFORMATION - Condensed    HTML     98K  
                Statements of Income (Details)                                   
133: R117        PARENT COMPANY FINANCIAL INFORMATION - Condensed    HTML    100K  
                Statements of Cash Flows (Details)                               
134: R118        OPERATING SEGMENTS - Narrative (Details)            HTML     40K  
135: R119        OPERATING SEGMENTS - Summary (Details)              HTML    131K  
136: R120        Summary of Quarterly Results of Operations and Per  HTML     93K  
                Share Amounts (Unaudited) (Details)                              
137: R121        DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of      HTML     47K  
                Derivative Instruments (Details)                                 
138: R122        DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of      HTML     62K  
                Derivative Assets/Liabilities at Fair Value                      
                (Details)                                                        
139: R123        DERIVATIVE FINANCIAL INSTRUMENTS - Narrative        HTML     43K  
                (Details)                                                        
141: XML         IDEA XML File -- Filing Summary                      XML    266K  
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140: EXCEL       IDEA Workbook of Financial Report Info              XLSX    352K  
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142: JSON        XBRL Instance as JSON Data -- MetaLinks              875±  1.37M  
143: ZIP         XBRL Zipped Folder -- 0000947559-24-000011-xbrl      Zip    953K  


‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


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EXHIBIT 97.1

THE FIRST BANCSHARES, INC.

INCENTIVE COMPENSATION RECOVERY POLICY


1.0 General
1.1 The First Bancshares, Inc. (the “Company”) has adopted this Incentive Compensation Recovery Policy (the “Policy”) in accordance with the applicable listing standards of The Nasdaq Stock Market (“Nasdaq”) and Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To the extent this Policy is in any manner deemed inconsistent with such listing standards, this Policy shall be treated as retroactively amended to be compliant with such listing standards.
1.2 
Each Executive Officer (as defined herein) shall be required to sign and return to the Company the Acknowledgement Form attached hereto as Appendix B.
1.3 The effective date of this Policy is October 2, 2023 (the “Effective Date”).
2.0 Definitions
The following words and phrases shall have the following meanings for purposes of this Policy:
2.1 
Accounting Restatement. An “Accounting Restatement” means any accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).
2.2 
Board. The “Board” means the Board of Directors of the Company.
2.3 
Compensation Committee. The “Compensation Committee” means the Compensation Committee of the Board.
2.4 
Erroneously Awarded Compensation. “Erroneously Awarded Compensation” is the amount of Incentive-Based Compensation Received that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total stockholder return (TSR), where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (i) the amount shall be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive-Based Compensation was Received; and (ii) the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq.
2.5 
Executive Officer. “Executive Officer” means the current or former officers identified as executive officers by the Company in the Company’s filings with the SEC pursuant to Item 401(b) of Regulation S-K and the officers required to file reports under Section 16 of the Exchange Act.




2.6 
Financial Reporting Measure. A “Financial Reporting Measure” is any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measure. Stock price and TSR (and any measures that are derived wholly or in part from stock price or TSR) are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the SEC.
2.7 
Incentive-Based Compensation. The term “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Please refer to Appendix A to this Policy for a list of examples of Incentive-Based Compensation.
2.8 
Received. Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
2.9 
SEC. “SEC” means the United States Securities and Exchange Commission.
3.0 Statement of Policy
3.1 In the event that the Company is required to prepare an Accounting Restatement, the Company will recover reasonably promptly the amount of all Erroneously Awarded Compensation Received by a person:
i.After beginning service as an Executive Officer;

ii. Who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation;
iii. While the Company has a listed class of securities listed on Nasdaq; and
iv. During the three completed fiscal years immediately preceding the date that the Company is required to prepare the Accounting Restatement and any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years. For purposes of this Policy, a transition period between the last day of the Company’s previous fiscal year and the first day of its new fiscal year that comprises a period of nine to twelve months would be deemed a completed fiscal year.
3.2 Notwithstanding the foregoing, this Policy shall only apply to Incentive-Based Compensation Received on or after the Effective Date.
3.3 The Company’s obligation to recover Erroneously Awarded Compensation pursuant to this Policy is not dependent on when the restated financial statements are filed.
3.4 For purposes of determining the relevant recovery period under this Policy, the date that the Company is required to prepare an Accounting Restatement is the earliest to occur of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.




4.0 Certain Exceptions
4.1 The Company must recover Erroneously Awarded Compensation in compliance with this Policy except to the extent that the conditions of paragraphs (i), (ii) or (iii) in this Section 4.1 are met, and the Compensation Committee, or in the absence of such a committee, a majority of the independent directors serving on the Board, has determined that recovery would be impracticable.
i.The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company shall make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to Nasdaq.
ii. Recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impractical to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company shall obtain an opinion of home country counsel, acceptable to Nasdaq, that recovery would result in such a violation, and must provide such opinion to Nasdaq.
iii. Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
5.0 No Indemnification
5.1 The Company shall not indemnify any Executive Officer or former Executive Officer against the loss of Erroneously Awarded Compensation pursuant to this Policy.
6.0 Public Disclosures
6.1 The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the U.S. Federal securities laws, including the disclosure required by the applicable SEC filings.
7.0 Application to Other Persons
7.1 In addition to the Executive Officers and former Executive Officers, this Policy shall apply to any other employee of the Company or its subsidiaries designated by the Compensation Committee or the Board as a person covered by this Policy by notice to the employee (“Other Covered Person”).
7.2 Unless otherwise determined by the Compensation Committee or the Board, this Policy shall apply to an Other Covered Person as if such individual was an Executive Officer during the relevant periods described in Section 3.0.
7.3 The Compensation Committee or the Board may, in its discretion, limit recovery of Erroneously Awarded Compensation from an Other Covered Person to situations in which an Accounting Restatement was caused or contributed to by the Other Covered Person’s fraud, willful misconduct or gross negligence.




7.4 In addition, the Compensation Committee or the Board shall have discretion as to (i) whether to seek to recover Erroneously Awarded Compensation from an Other Covered Person, (ii) the amount of the Erroneously Awarded Compensation to be recovered from an Other Covered Person, and (iii) the method of recovering any such Erroneously Awarded Compensation from an Other Covered Person. In exercising such discretion, the Compensation Committee or the Board may take into account such considerations as it deems appropriate, including whether the assertion of a claim may violate applicable law or prejudice the interests of the Company in any related proceeding or investigation.
8.0 Interpretation; Enforcement
8.1 The Compensation Committee shall have full authority to interpret and enforce this Policy to the fullest extent permitted by law.
8.2 The Compensation Committee shall determine, in its sole discretion, the appropriate means to seek recovery of any Erroneously Awarded Compensation, which may include, without limitation: (i) requiring cash reimbursement; (ii) seeking recovery or forfeiture of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; (iii) offsetting the amount to be recouped from any compensation otherwise owed by the Company to the Executive Officer; (iv) canceling outstanding vested or unvested equity awards; or (v) taking any other remedial and recovery action permitted by law, as determined by the Compensation Committee.
8.3 The Compensation Committee shall determine the repayment schedule for any Erroneously Awarded Compensation in a manner that complies with the “reasonably promptly” requirement set forth in Section 3.1 hereof. Such determination shall be consistent with any applicable legal guidance, by the SEC, judicial opinion or otherwise. The determination with respect to “reasonably promptly” recovery may vary from case to case and the Compensation Committee is authorized to adopt additional rules to further describe what repayment schedules satisfies this requirement.
8.4 To the extent an Executive Officer, former Executive Officer or Other Covered Person refuses to pay to the Company any Erroneously Awarded Compensation, the Company shall have the right to sue for repayment or, to the extent legally permitted, to enforce such person’s obligation to make payment by withholding unpaid or future compensation.
8.5 Any determination by the Compensation Committee or the Board with respect to this Policy shall be final, conclusive, and binding on all interested parties.
9.0 Non-Exclusivity
9.1 Nothing in this Policy shall be viewed as limiting the right of the Company or the Compensation Committee to pursue recoupment under or as provided by the Company’s plans, awards, policies or agreements or the applicable provisions of any law, rule or regulation (including, without limitation, Section 304 of the Sarbanes-Oxley Act of 2002).
10.0 Policy Controls
10.1 If the requirement to recover Erroneously Awarded Compensation is triggered under this Policy, then, in the event of any actual or alleged conflict between the provisions of this Policy and a similar clause or provision in any of the Company’s plans, awards, policies or agreements, this Policy shall be controlling and determinative; provided that, if such other plan, award, policy or agreement provides that a greater amount of compensation shall be subject to clawback, the provisions of such other plan, award, policy or agreement shall apply to the amount in excess of the amount subject to clawback under this Policy.




11.0 Amendment
11.1 The Compensation Committee may amend this Policy, provided that any such amendment does not cause this Policy to violate applicable listing standards of Nasdaq or Rule 10D-1 under the Exchange Act.











































APPENDIX A

Examples of Incentive-Based Compensation


Examples of compensation that constitutes Incentive-Based Compensation for purposes of this Policy include, but are not limited to, the following:

Non-equity incentive plan awards earned based wholly or in part on satisfying a Financial Reporting Measure performance goal.

Bonuses paid from a “bonus pool,” the size of which is determined based wholly or in part on satisfying a Financial Reporting Measure performance goal.

Other cash awards based wholly or in part on satisfying a Financial Reporting Measure performance goal.

Restricted stock, restricted stock units, performance share units, stock options, and stock appreciation rights that are granted or become vested based wholly or in part on satisfying a Financial Reporting Measure performance goal.

Proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested based wholly or in part on satisfying a Financial Reporting Measure performance goal.

Examples of compensation that does not constitute Incentive-Based Compensation for purposes of this Policy include the following:

Salary or salary increases for which the increase is not contingent upon achieving any Financial Reporting Measure performance goal.

Bonuses paid solely at the discretion of the Compensation Committee or Board that are not paid from a bonus pool, the size of which is determined based wholly or in part on satisfying a Financial Reporting Measure performance goal.

Bonuses paid solely upon satisfying one or more subjective standards (e.g., demonstrated leadership) and/or completion of a specified employment period.

Non-equity incentive plan awards earned solely upon satisfying one or more strategic measures (e.g., consummating a merger or divestiture) or operational measures (e.g., opening a specified number of stores, completion of a project, or increase in market share).

Equity awards for which the grant is not contingent upon achieving any Financial Reporting Measure performance goal and vesting is contingent solely upon completion of a specified employment period and/or attaining one or more non-Financial Reporting Measures.


















APPENDIX B

THE FIRST BANCSHARES, INC.

ACKNOWLEDGEMENT OF INCENTIVE COMPENSATION RECOVERY POLICY

By my signature below, I acknowledge and agree that:

I have received and reviewed The First Bancshares, Inc. Incentive Compensation Recovery Policy (the “Policy”) and am fully bound by and subject to the terms of the Policy; and

I will abide by all of the terms of the Policy during and after my employment with the Company, including, without limitation, by promptly repaying or returning to the Company any Erroneously Awarded Compensation (as defined in the Policy) to the extent required by, and in a manner consistent with, the Policy.

Signature:_________________________________
Name (printed):_________________________________
Date:_________________________________



If you have specific questions regarding this Policy please contact [●]



Dates Referenced Herein

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/29/24None on these Dates
For Period end:12/31/23
10/2/23
11/28/22
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/11/24  SEC                               UPLOAD5/09/24    2:39K  First Bancshares Inc./MS
 3/25/24  SEC                               UPLOAD5/09/24    2:46K  First Bancshares Inc./MS


25 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/26/23  First Bancshares Inc./MS          8-K:5,9     5/25/23   11:230K                                   Toppan Merrill/FA
 3/01/23  First Bancshares Inc./MS          10-K       12/31/22  139:23M
 8/01/22  First Bancshares Inc./MS          8-K:1,9     8/01/22   11:1.1M                                   Toppan Merrill/FA
 8/01/22  First Bancshares Inc./MS          S-8         8/01/22    6:136K                                   Toppan Merrill/FA
 5/02/22  First Bancshares Inc./MS          8-K:1,8,9   4/26/22   11:1M                                     Toppan Merrill/FA
 3/12/21  First Bancshares Inc./MS          10-K       12/31/20  134:28M                                    Toppan Merrill/FA
 9/25/20  First Bancshares Inc./MS          8-K:1,2,7,9 9/25/20   16:6.5M                                   Toppan Merrill/FA
 5/11/20  First Bancshares Inc./MS          10-Q        3/31/20   87:16M                                    Toppan Merrill/FA
12/18/19  First Bancshares Inc./MS          8-K:1,8,9  12/18/19    4:6.3M                                   Toppan Merrill/FA
10/21/19  First Bancshares Inc./MS          8-K:5,9    10/15/19    3:153K                                   Toppan Merrill/FA
11/06/18  First Bancshares Inc./MS          8-K:1,9    11/06/18    4:3.9M                                   Toppan Merrill/FA
 9/13/18  First Bancshares Inc./MS          S-4                    5:6M                                     Toppan Merrill/FA
 8/09/18  First Bancshares Inc./MS          10-Q        6/30/18   77:18M                                    Toppan Merrill/FA
 5/01/18  First Bancshares Inc./MS          8-K:1,2,7,9 4/30/18    6:1.1M                                   Toppan Merrill/FA
 3/16/18  First Bancshares Inc./MS          10-K       12/31/17  130:18M                                    Toppan Merrill/FA
11/09/17  First Bancshares Inc./MS          10-Q        9/30/17   74:10M                                    Toppan Merrill/FA
 9/15/17  First Bancshares Inc./MS          S-3                    9:1.7M                                   Toppan Vite NY Inc./FA
 3/16/17  First Bancshares Inc./MS          10-K       12/31/16  130:19M                                    Toppan Merrill/FA
12/09/16  First Bancshares Inc./MS          8-K:1,9    12/06/16    3:257K                                   Business Wire/FA
10/14/16  First Bancshares Inc./MS          8-K:1,3,5,710/12/16    8:8.6M                                   Business Wire/FA
 7/29/16  First Bancshares Inc./MS          8-K:5,9     7/28/16    2:138K                                   Business Wire/FA
 3/30/16  First Bancshares Inc./MS          10-K       12/31/15  120:15M                                    Toppan Merrill/FA
 3/18/16  First Bancshares Inc./MS          8-K:5,9     3/17/16    2:208K                                   Business Wire/FA
 3/29/12  First Bancshares Inc./MS          10-K       12/31/11   48:7.8M                                   Toppan Merrill/FA
 2/01/11  First Bancshares Inc./MS          S-8         2/01/11    4:281K                                   Jones Walker LLP/FA
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Filing Submission 0000947559-24-000011   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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