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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Colony Bankcorp, Inc.

(Name of Registrant as Specified In Its Charter)

 

 

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COLONY BANKCORP, INC.

Post Office Box 989

115 South Grant Street

Fitzgerald, Georgia  31750

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD

May 27, 2014

This proxy statement is furnished to the shareholders of Colony Bankcorp, Inc. in connection with the solicitation of proxies by its Board of Directors to be voted at the 2014 Annual Meeting of Shareholders and at any adjournments thereof (the “Annual Meeting”).  The Annual Meeting will be held on Tuesday, May 27, 2014, at Colony Bankcorp, Inc. Corporate Offices at 115 South Grant Street, Fitzgerald, Georgia, at 2:00 p.m. local time.

The approximate date on which this proxy statement and the accompanying proxy card are first being sent or given to shareholders is April 26, 2014.

As used in this proxy statement, the terms Colony Bankcorp, Company, Colony, we, our and us all refer to Colony Bankcorp, Inc. and its subsidiary.

Notice Regarding The Internet Availability Of Proxy Materials

We have posted materials related to the 2014 annual meeting on the Internet.  The following materials are available on the Internet at http://materials.proxyvote.com/19623P:

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This proxy statement for the 2014 annual meeting,

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Colony’s 2013 annual report to shareholders, and

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Colony’s annual report on Form 10-K filed with the Securities and Exchange Commission.

VOTING

General

The securities which can be voted at the Annual Meeting consist of Colony Bankcorp’s $1.00 par value common stock (“Colony Bankcorp stock”), with each share entitling its owner to one vote on each matter submitted to the shareholders.  The record date for determining the holders of Colony Bankcorp stock who are entitled to notice of and to vote at the Annual Meeting is April 15, 2014.  On the record date, 8,439,258 shares of Colony Bankcorp stock were outstanding and eligible to be voted.

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Quorum and Vote Required

The presence, in person or by proxy, of a majority of the outstanding shares of Colony Bankcorp stock is necessary to constitute a quorum at the Annual Meeting.  In determining whether a quorum exists at the Annual Meeting for purposes of all matters to be voted on, all votes “for” or “against” as well as all abstentions (including votes to withhold authority to vote) will be counted.

In voting for the proposal to elect nine directors (Proposal No. 1), you may vote in favor of all nominees or withhold your votes as to all or as to specific nominees.  The vote required to approve Proposal No. 1 is governed by Georgia law and is a plurality of the votes cast by the holders of shares entitled to vote, provided a quorum is present.  Any other matter which may be submitted to shareholders at the meeting will be determined by a majority of the votes cast at the meeting, excluding abstentions, votes withheld, and broker non-votes, which will not be counted and will have no effect.

In voting on the proposal to approve the advisory (non-binding) vote on executive compensation (Proposal No. 2), you may vote for or against the proposal or abstain.  The proposal will be deemed approved if a majority of the votes cast at the meeting are voted for Proposal No. 2, excluding abstentions, votes withheld, and broker non-votes, which will not be counted and will have no effect.  The vote is advisory, and will not be binding upon the directors.

In voting on the proposal to approve an amendment to the Company’s articles of incorporation (Proposal No. 3), you may vote for or against the proposal or abstain.  The proposal will be deemed approved if a majority of the votes cast at the meeting are voted for Proposal No. 3, excluding abstentions, votes withheld, and broker non-votes, which will not be counted and will have no effect.

As of March 15, 2014 our directors and executive officers held 1,133,448 shares of Colony Bankcorp stock, or approximately 13.43% of all outstanding stock, and we believe that all of those shares will be voted in favor of all proposals.

Proxies

All properly executed proxy cards delivered pursuant to this solicitation and not revoked will be voted at the Annual Meeting in accordance with the directions given.  In voting by proxy with regard to the election of directors, you may vote in favor of all nominees, withhold your votes as to all nominees or withhold your votes as to specific nominees.  You should specify your choices on the proxy card.  If no specific instructions are given with regard to the matters to be voted upon, the shares represented by a signed proxy card will be voted “for” the proposals listed on the proxy card.  If any other matters properly come before the Annual Meeting, the persons named as proxies will vote upon such matters according to their judgment.

All proxy cards delivered pursuant to this solicitation are revocable at any time before they are voted by giving written notice to our Secretary, Terry L. Hester, at 115 South Grant Street, Fitzgerald, Georgia 31750, by delivering a later dated proxy card, or by voting in person at the Annual Meeting.

All expenses incurred in connection with the solicitation of proxies will be paid by us.  Solicitation may take place by mail, telephone, telegram, or personal contact by our directors, officers, and regular employees of the Company without additional compensation.  The Annual Report of the Company for the year 2013, which includes the Audited Consolidated Financial Statements and accompanying Notes and Managements’ Discussion and Analysis of Financial Condition and Results of Operations, accompanies this proxy statement.

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BUSINESS OF THE COMPANY

Colony Bankcorp, Inc. (the “Company”) is a Georgia business corporation which was incorporated on November 8, 1982.  The Company was organized for the purpose of operating as a bank-holding company under the Federal Bank-Holding Company Act of 1956, as amended, and the bank-holding company laws of Georgia.  On July 22, 1983, the Company, after obtaining the requisite regulatory approvals, acquired 100 percent of the issued and outstanding common stock of Colony Bank (formerly The Bank of Fitzgerald and Colony Bank of Fitzgerald), Fitzgerald, Georgia, through the merger of the Bank with a subsidiary of the Company which was created for the purpose of organizing the Bank into a one-bank holding company.  Since that time, Colony Bank has operated as a wholly-owned subsidiary of the Company.  The Company effected a merger of its subsidiary banks on August 1, 2008 into one surviving subsidiary bank, Colony Bank, while at the same time changing the name of the subsidiary bank, Colony Bank of Fitzgerald, to Colony Bank.

On April 30, 1984, the Company acquired 100 percent of the issued and outstanding common stock of Colony Bank Wilcox (formerly Pitts Banking Company and Community Bank of Wilcox), Pitts, Wilcox County, Georgia in an all stock transaction.  Since the date of acquisition, the Bank operated as a wholly-owned subsidiary of the Company until Colony Bank Wilcox was merged into Colony Bank effective August 1, 2008.

On November 1, 1984, the Company acquired 100 percent of the issued and outstanding common stock of Colony Bank Ashburn (formerly Ashburn Bank), Ashburn, Turner County, Georgia for a combination of cash and interest-bearing promissory notes.  Since the date of acquisition, the Bank operated as a wholly-owned subsidiary of the Company until Colony Bank Ashburn was merged into Colony Bank effective August 1, 2008.

On September 30, 1985, the Company acquired 100 percent of the issued and outstanding common stock of Colony Bank of Dodge County (formerly The Bank of Dodge County), Eastman, Dodge County, Georgia in an all stock transaction.  Since the date of acquisition, the Bank operated as a wholly-owned subsidiary of the Company until Colony Bank of Dodge County was merged into Colony Bank effective August 1, 2008.

On July 31, 1991, the Company acquired 100 percent of the issued and outstanding common stock of Colony Bank Worth (formerly Worth Federal Savings and Loan Association and Bank of Worth), Sylvester, Worth County, Georgia in a cash and stock transaction.  Since the date of acquisition, the Bank operated as a wholly-owned subsidiary of the Company until Colony Bank Worth was merged into Colony Bank effective August 1, 2008.

On November 8, 1996, the Company organized Colony Management Services, Inc. to provide support services to each subsidiary.  Services include loan and compliance review, internal auditing and data processing.  Colony Management Services, Inc. operated as a wholly-owned subsidiary of the Company until Colony Management Services, Inc. was merged into Colony Bank effective August 1, 2008.

On November 30, 1996, the Company acquired 100 percent of Colony Bank Southeast (formerly Broxton State Bank), Broxton, Coffee County, Georgia in an all stock transaction.  Since the date of acquisition, the Bank operated as a wholly-owned subsidiary of the Company until Colony Bank Southeast was merged into Colony Bank effective August 1, 2008.

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On March 2, 2000, Colony Bank Ashburn purchased the capital stock of Colony Mortgage Corp (formerly Georgia First Mortgage Company) in a business combination accounted for as a purchase.  Colony Mortgage Corp is primarily engaged in residential real estate mortgage lending in the state of Georgia.  Colony Mortgage Corp operated as a subsidiary of Colony Bank effective with the August 1, 2008 merger until October 1, 2012 when the corporation was dissolved.

On March 29, 2002, the Company acquired 100 percent of Colony Bank Quitman, FSB (formerly Quitman Federal Savings Bank), Quitman, Brooks County, Georgia in a cash and stock transaction.  Since the date of acquisition, the Bank operated as a wholly-owned subsidiary of the Company until Colony Bank Quitman, FSB was merged into Colony Bank effective August 1, 2008.

On March 19, 2004, Colony Bank Ashburn purchased Flag Bank – Thomaston Office in a business combination accounted for as a purchase.  Since the date of acquisition, the Thomaston office operated as a branch office of Colony Bank Ashburn until August 1, 2008 when it became a branch office of Colony Bank.

On June 17, 2004, Colony formed Colony Bankcorp Statutory Trust III for the purpose of establishing a special purpose entity to issue trust preferred securities.

On April 13, 2006, Colony formed Colony Bankcorp Capital Trust I for the purpose of establishing a special purpose entity to issue trust preferred securities.

On March 12, 2007, Colony formed Colony Bankcorp Capital Trust II for the purpose of establishing a special purpose entity to issue trust preferred securities.  Proceeds from this Trust were used to pay off trust preferred securities issued on March 26, 2002 through Colony Bankcorp Statutory Trust I.

On September 14, 2007, Colony formed Colony Bankcorp Capital Trust III for the purpose of establishing a special purpose entity to issue trust preferred securities.  Proceeds from this Trust were used to pay off trust preferred securities issued on December 19, 2002 through Colony Bankcorp Statutory Trust II.

Colony Bankcorp, Inc. is a bank holding company headquartered in Fitzgerald, Georgia that consists of one operating subsidiary, Colony Bank.  The Company conducts a general full service commercial, consumer and mortgage borrowing business through twenty-nine offices located in the central, south and coastal Georgia cities of Albany, Ashburn, Broxton, Centerville, Chester, Columbus, Cordele, Douglas, Eastman, Fitzgerald, Leesburg, Moultrie, Pitts, Quitman, Rochelle, Savannah, Soperton, Sylvester, Thomaston, Tifton, Valdosta and Warner Robins.

Because Colony Bankcorp, Inc. is a bank-holding company, its principal operations are conducted through its subsidiary bank.  It has 100% ownership of its subsidiary and maintains systems of financial, operational and administrative controls that permit centralized evaluation of the operations of the subsidiary bank in selected functional areas including operations, accounting, marketing, investment management, purchasing, human resources, computer services, auditing, compliance and credit review.

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Responsibility for management of the bank remains with its respective Board of Directors and officers.  Services rendered by the Company are intended to assist bank management and to expand the scope of available banking services.

Colony Bankcorp, Inc. common stock is quoted on the NASDAQ Global Market under the symbol “CBAN”.

EMPLOYEES

As of December 31, 2013, Colony Bankcorp, Inc. and its subsidiaries employed 311 full-time employees and 17 part-time employees.

Proposal No. 1

Election of Directors

Our Board of Directors consists of nine members, seven of whom are non-employee directors.  The Company’s bylaws provide that the Board of Directors shall consist of not less than three nor more than twenty-five persons, with the exact number to be fixed and determined from time to time by resolution of the Board of Directors, or by resolution of the shareholders at any annual or special meeting of shareholders.

The Board of Directors has voted that the Board consist of nine members for the Company’s ensuing fiscal year.

The Nomination Committee, consisting of independent directors B. Gene Waldron, Jonathan W.R. Ross, Mark Massee and Jerry Harrell, recommended to the full Board a slate of directors for consideration in the shareholders proxy for the Annual Meeting.  The Board of Directors, based on the Nomination Committee recommendations, has nominated the following persons for submission to the shareholders for election for a one-year term expiring at the 2015 annual meeting:

Each of the nominees is currently a director.

The Board of Directors recommends that you vote “FOR” the proposal to elect the nine nominees names above.

Each of the nominees has consented to serve if elected.  If any nominee should be unavailable to serve for any reason, the Board may designate a substitute nominee (in which event the persons named as proxies will vote the shares represented by all valid proxy cards for the election of such substitute nominee), allow the vacancy to remain open until a suitable candidate is located, or reduce the number of directors.

Information as of December 31, 2013 about each of the nominees is set forth below.  Their ownership of Colony Bankcorp stock is set forth in the table on page thirteen.

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Directors and Nominees

Scott L. Downing.  Mr. Downing, age 42, is the President of SDI Investments.  Mr. Downing is very active in community affairs and is currently serving as Vice Chair ACCG for Economic Development, Ben Hill County Commissioner and Hospital Foundation Board Member.  He previously served as a Director of the Colony Bank Fitzgerald charter until the merger in 2008 and presently serves as an advisory board member of Colony Bank Fitzgerald office since 2008.  Mr. Downing has been a Director of Colony Bankcorp since January 2012.

The Board of Directors believes that Mr. Downing’s broad business background dealing with regulatory issues and bank board experience will provide invaluable expertise in oversight and setting policy for the company and makes him an excellent candidate for Director of the Company.

M. Frederick Dwozan, Jr.  Mr. Dwozan, age 64, is the President/CEO/Owner of Hospice Care Options, I.V. Care Options, D&B Homecare, and Prescription Shop.  These entities provide care to critically ill patients with home IV therapy, nutritional support, pain and disease management, hospice care, and medical equipment in 68 Georgia counties.  He previously served as a Director of Colony Bank Dodge until the merger in 2008 and presently serves as an advisory board member of Colony Bank Dodge office since 2008.  Mr. Dwozan has been a Director of Colony Bankcorp since January 2012.

The Board of Directors believes that Mr. Dwozan’s broad business and bank board experience will provide invaluable expertise in oversight and setting policy for the company and makes him an excellent candidate for Director of the Company.

Edward J. Harrell.  Mr. Harrell, age 69, is a Partner of the Macon law firm, Martin Snow, LLP where he has been affiliated the past forty-five years.  Mr. Harrell has served as a Director of Colony Bank since the Company merger in August 2008.  Mr. Harrell has been a Director of Colony Bankcorp since December 2002 and served as Vice Chairman of the Board from May 2008 until June 2013.

The Board of Directors believes that Mr. Harrell’s legal expertise and his experience in the banking industry makes him an excellent candidate for Director of the Company.

Terry L. Hester.  Mr. Hester, age 59, has been Executive Vice President and Chief Financial Officer of Colony Bankcorp since June 1994 and Secretary of Colony Bankcorp since May 2003.  He also served as Acting President and Chief Executive Officer from June 1993 to June 1994 and has served as Treasurer since 1982.  Mr. Hester has served as a Director of Colony Bank since the Company merger in August 2008.  He previously served as a Director of Colony Bank Wilcox and Quitman charters until the merger in 2008 and presently serves as an advisory board member of Colony Bank Wilcox and Quitman offices since 2008.  Mr. Hester has been a Director of Colony Bankcorp since March 1990.

The Board of Directors believes that Mr. Hester’s experience as an accountant and his experience in the banking industry makes him an excellent candidate for Director of the Company.

Davis W. King, Sr. Mr. King, age 68, is Chairman/President of King Enterprise and Associates, Inc. and has been involved in the operations and ownership of long term health care facilities for the past forty-five years.  He served as assistant administrator of three facilities and administrator of Palmyra Nursing Home, Inc.  At present, Mr. King serves on the Georgia Health Care Association Owner-Operator Reimbursement and Legislative Committees.  He previously served as a Director of Colony Bank Worth until the merger in 2008 and presently serves as an advisory board member of Colony Bank Worth office since 2008.  Mr. King has been a Director of Colony Bankcorp since January 2012.

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The Board of Directors believes that Mr. King’s broad business background in the operation of nursing homes and dealing with nursing home regulatory issues and bank board experience will provide invaluable expertise in oversight and setting policy for the company and makes him an excellent candidate for Director of the Company.

Edward P. Loomis, Jr. Mr. Loomis, age 60, has served as President and Chief Executive Officer of the Company since May 2012.  Mr. Loomis is an experienced executive officer and has over thirty years of experience in the banking industry.  From 2005 to 2006, Mr. Loomis served as the Interim President and Chief Executive Officer of Rivoli Bank & Trust located in Macon, Georgia.  He served from 2008 to 2009 as the Chief Operating Officer of Atlantic Southern Bank located in Macon, Georgia.  From 2009 to 2011, Mr. Loomis served as Atlantic Southern Bank’s President and Chief Executive Officer.  Mr. Loomis has served as a Director of Colony Bank since May 2012.  Mr. Loomis has been a Director of Colony Bankcorp since May 2012.

The Board of Directors believes that Mr. Loomis’ background in executive leadership roles and his experience in the banking industry makes him an excellent candidate for Director of the Company.

Mark H. Massee.  Mr. Massee, age 60, is President of Massee Builders, Inc.  This commercial building construction firm has operated since 1978, of which, Mr. Massee has been affiliated the past thirty-six years.  Mr. Massee presently serves as Mayor of the City of Fitzgerald.  He has served as Director of Colony Bank since 1996.  Mr. Massee has been a Director of Colony Bankcorp since February 2007 and has served as Vice Chairman of the Board since June 2013.

The Board of Directors believes that Mr. Massee’s experience in commercial real estate and management makes him an excellent candidate for Director of the Company.

Jonathan W.R. Ross.  Mr. Ross, age 50, is President of Ross Construction Company, a heavy highway commercial construction company that Mr. Ross has operated the past thirteen years.  Mr. Ross has served as a Director of Colony Bank since the Company merger in August 2008.  He previously served as a Director of the Colony Bank Worth charter until the merger in 2008 and presently serves as an advisory board member of Colony Bank Sylvester office since 2008.  Mr. Ross has been a Director of Colony Bankcorp since May 2007.

The Board of Directors believes that Mr. Ross’ business and management experience makes him an excellent candidate for Director of the Company.

B. Gene Waldron.  Mr. Waldron, age 54, is the Owner of Deep South Farm Center, LLC, President of Tri-County Gin, Inc., President of Deep South Peanut, Inc. and President of Waldron Enterprises, Inc.  He has been involved in agri-business the past thirty-four years.  Mr. Waldron has served as a Director of Colony Bank since the company merger in August 2008.  He previously served as a Director and Chairman of the Board of the Colony Bank Southeast charter until the merger in 2008 and presently serves as an advisory board chairman of Colony Bank Douglas office since 2008.  Mr. Waldron has been a Director of Colony Bankcorp since April 2002 and has served as Chairman of the Board since January 2012.

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The Board of Directors believes that Mr. Waldron’s agri-business experience makes him an excellent candidate for Director of the Company.

Each director serves until the Annual Meeting following his election or until such later time as his successor is elected and qualifies or there is a decrease in the number of directors.

Executive Officers

Edward P. Loomis, Jr., Terry L. Hester, Henry F. Brown, Jr., M. Eddie Hoyle, Jr. and Lee A. Northcutt were the named executive officers of Colony Bankcorp, Inc. during 2013.  Messrs. Loomis and Hester were previously reported on as nominee for election as directors.

Mr. Brown presently serves as Executive Vice President and Chief Credit Officer of the Company since December 2011.  He has served as Senior Credit Administrator and Regional Credit Officer since the Company merger in August 2008.  He served as Vice President from 2002 – 2008 overseeing loan review administration and has been employed with the Company since 1996.

Mr. Hoyle has served as Executive Vice President and West Regional Banking Executive Officer since June 2011.  He has been employed with the Company since February 2011.  Prior to joining the Company, Mr. Hoyle was employed by Habersham Bank for approximately 10 years and most recently served as Senior Vice President/Commercial Lending.  He has been in the banking industry since March 1979.

Mr. Northcutt has served as Executive Vice President and East Regional Banking Officer since December 2009.  He previously served as an executive officer with Farmers and Merchants Bank, Lakeland, Georgia from 2003 to December 2009 and as City President of Main Street Bank, Covington, Georgia from 2000 to 2003.  He has approximately thirty-five years banking background.

Messrs. Brown, Hoyle and Northcutt were employees during 2013.  Pursuant to Securities and Exchange Commission executive compensation disclosure requirements, Messrs. Loomis, Hester, Brown, Hoyle and Northcutt are included in the Company’s 2013 Summary Compensation Table.

Executive officers do not hold office for a fixed term but may be removed by the Board of Directors with or without cause.  Other than the employment agreement with the Company’s CEO, Mr. Loomis, the Company does not have any employment or change-in-control agreements with any of the other named executive officers.

Governance of the Company

Our Board of Directors believes that the purpose of corporate governance is to ensure that shareholder value is maximized in a manner consistent with legal requirements and the highest standards of integrity.  Colony Bankcorp, through its Board of Directors and management, has long sought to meet the highest standards of corporate governance.  The Board has adopted and adheres to corporate governance guidelines which the Board and senior management believe promotes this purpose, are sound and represent best practices.  We continually review these governance practices, Georgia law (the state in which we are incorporated), the rules and listing standards of the NASDAQ Stock Market, and the Securities and Exchange Commission (“SEC”) regulations, as well as best practices suggested by recognized governance authorities.

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Currently, our Board of Directors has nine members, seven of whom meet the NASDAQ standard for independence.  Only independent directors serve on our Audit Committee, Governance Committee, Compensation Committee and Nomination Committee.

In June 2013 the Board of Directors re-appointed B. Gene Waldron as Chairman, a position Mr. Waldron has held since January 2012.  In this capacity Mr. Waldron has frequent contact with Mr. Loomis and other members of management on a broad range of matters and has additional corporate governance responsibilities for the Board.  The Board of Directors has determined that Mr. Waldron met the rules of NASDAQ standard for independence.

In assessing potential directors for our Board, we look for candidates who possess a wide range of experience, skills, areas of expertise, knowledge and business judgment.  A director candidate should also have demonstrated superior performance or accomplishments in his or her professional undertakings.

Our Board of Directors conducts regular meetings, generally on a monthly basis, and also conducts some of its business through the six committees described below.  Our Board of Directors met twelve times during the year and each director attended at least 75% of the meetings of the full Board and of the committee or committees on which he serves.

Leadership Structure of the Board

In accordance with the Company’s Bylaws, the Board of Directors elects our Chief Executive Officer and our Chairman, and each of these positions may be held by the same person or may be held by two persons.  Currently, B. Gene Waldron serves as both Chairman of the Company and the Bank and Edward P. Loomis, Jr. serves as both President and Chief Executive Officer of the Company and the Bank.  The Board of Directors believes that separating the Chairman and Chief Executive Officer roles fosters clear accountability, effective decision-making, and alignment on corporate strategy and provides an effective leadership model for the Company.  In light of the active involvement by all independent directors, the Board of Directors has not specified a lead independent director at this time.  The Board of Directors believes that the current structure of the Board of Directors is appropriate to effectively manage the affairs of the Company and the best interests of the Company’s stockholders.

Board’s Role in Risk Oversight

The Board of Directors is actively involved in oversight of risks that could affect the Company and the Bank.  This oversight is conducted primarily through committees of the Board, as disclosed in the descriptions of each of the committees below, but the full Board has retained responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company and the Bank.

Committees of the Board of Directors

The Executive Committee is appointed by the Chairman of the Board of Directors of the Company, subject to election by the full Board.  The purpose of the Executive Committee is to conduct necessary business and make decisions on behalf of the full Board between regular Board meetings.  Mr. Harrell, Mr. Loomis, Mr. Waldron, Mr. Downing, Mr. Ross, and Mr. Massee were members of this committee during the year.  The committee met several times during the year.

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The Compensation Committee is appointed by the Chairman of the Board of Directors of the Company, subject to election by the full Board.  The purpose of the Compensation Committee is to ensure that the Chief Executive Officer, other executive officers and key management of the Company are compensated effectively in a manner consistent with the compensation strategy of the Company, internal equity considerations, competitive practice, and any requirements of appropriate regulatory bodies, to establish guidelines and oversee the administration of executive compensation plans and arrangements as well as certain employee benefit plans and to recommend any changes to the Director’s compensation package.  The Compensation Committee does not use the services of a compensation consultant.  The Chief Executive Officer makes recommendations to the Compensation Committee on executive compensation except for his own compensation.  The Compensation Committee does not delegate its authority to other persons or groups.  Mr. Harrell, Mr. Waldron and Mr. Ross were members of this committee during the year.  As of December 31, 2013, the members of the Compensation Committee met the independence requirements of the Company’s Corporate Governance Guidelines and the rules of NASDAQ.  The committee met three times during the year.  The Compensation Committee operates under the Corporate Governance Charter attached as Exhibit B.  The Charter was not amended in 2013.  The Corporate Governance Charter is not available on the Company’s website.

The Governance Committee is appointed by the Chairman of the Board of Directors of the Company, subject to election by the full Board.  The purpose of the Governance Committee is to take a leadership role in shaping the corporate governance of the Company, to develop and recommend to the Board a set of corporate governance guidelines and to address committee structure and operations.  Mr. Harrell, Mr. Dwozan, Mr. Ross and Mr. Waldron were members of this committee during the year.  As of December 31, 2013 the members of the Governance Committee met the independence requirements of the Company’s Corporate Governance Guidelines and the rules of NASDAQ.  The committee met one time during the year.  The Corporate Governance Charter is attached as Exhibit B.  The Charter was not amended in 2013.

The Asset-Liability Management Committee is appointed by the Chairman of the Board of Directors of the Company, subject to election by the full Board.  The purpose of the Asset-Liability Management Committee is to monitor all aspects of the Company’s Asset/Liability Management functions as set forth in Colony Bankcorp, Inc. Asset/Liability Management Policy.  Mr. Hester, Mr. Dwozan, Mr. King and Mr. Waldron were members of this committee during the year.  The committee met four times during the year.

The Nomination Committee is appointed by the Chairman of the Board of Directors of the Company, subject to election by the full Board.  The purpose of the Nomination Committee is to make recommendations to the Board on qualifications and selection criteria for Board members and review the qualifications of potential candidates for the Board and to make recommendations to the Board on nominees to be elected at the Annual Meeting of Stockholders.  Mr. Ross, Mr. Harrell, Mr. Waldron and Mr. Massee were members of this committee during the year.   Each of the members of the Committee was deemed independent as defined in the listing standards of NASDAQ.  The Committee operates under the Corporate Governance Charter attached as Exhibit B.  The Charter was not amended in 2013.  The Charter is not currently available on the Company’s website.  The Committee does not currently have a policy or process for identifying and evaluating nominees.  However, in addition to meeting the qualification requirements set forth by the Georgia Department of Banking & Finance, a possible director-candidate must also meet the following criteria to be considered by the Nominating Committee:  independence; highest personal and professional ethics and integrity; willing to devote sufficient time to fulfilling duties as a Director; impact on the diversity of the Board’s overall experience in business, government, education, technology and other areas relevant to the Company’s business; impact on the diversity of the Board’s composition in terms of age, skills, ethnicity and other factors relevant to the Company’s business; and number of other public company boards on which the candidate may serve (generally, should not be more than three public company boards in addition to the Company).  The Committee does not currently have a policy with regard to the consideration of any director candidates recommended by shareholders.  The Board of Directors has determined such a policy has been unnecessary in the past and will charge the Nomination Committee to evaluate the appropriateness of developing such a policy in the coming year.  The committee met one time during the year.

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The Audit Committee is appointed by the Chairman of the Board of Directors of the Company, subject to election by the full Board.  The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities for the Company’s accounting and financial reporting processes and audits of the financial statements of the Company by monitoring the integrity of the Company’s financial statements, the independence and qualifications of its external auditor, the Company’s system of internal controls, the performance of the Company’s internal audit process and external auditor and the Company’s compliance with laws, regulations and the Directors and Senior Financial Officers Code of Ethical Conduct and the Code of Conduct.  Mr. Waldron, Mr. Massee, Mr. Downing, Mr. King and Mr. Ross were members of this committee during the year.  As of December 31, 2013, the members of the Audit Committee met the independence requirements of the Company’s Corporate Governance Guidelines and the Rules of NASDAQ.  The committee met twelve times during the year.

Audit Committee Charter

The Board of Directors has adopted a written charter for the Audit Committee, a copy of which is attached to this Proxy Statement as Exhibit A.  The Charter is not available on the Company’s website.  The Board of Directors reviews and approves changes to the Audit Committee charter annually.  The Charter was not amended in 2013.

Independence of Audit Committee Members

The Company’s Audit Committee is comprised of Mark H. Massee, B. Gene Waldron, Jonathan W.R. Ross, Scott L. Downing and Davis King, Sr.  Each of these members meets the requirements for independence as defined by the applicable listing standards of NASDAQ and SEC regulations applicable to listed companies.  In addition, the Board of Directors has determined that at least one member of the Audit Committee meets the rules of NASDAQ standard of having accounting or related financial management expertise.  Mr. Massee was elected the financially sophisticated individual on the Audit Committee in lieu of naming a “financial expert”.

The Audit Committee does not include a financial expert as defined by the Sarbanes Oxley Act of 2002 and the Company has not named a financial expert because the Board of Directors has determined the financial acumen of each member of the Audit Committee to be very strong and capable of satisfactorily discharging their duties and responsibilities to the Board of Directors and the shareholders.

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Audit Committee Report

The Audit Committee reports as follows with respect to the audit of the Company’s 2013 audited consolidated financial statements.

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The Committee has reviewed and discussed the Company’s 2013 audited consolidated financial statements with the Company’s management;

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The Committee has discussed with the independent auditors, McNair, McLemore, Middlebrooks, & Co., LLC, the matters required to be discussed by SAS 61, which include, among other items, matters related to the conduct of the audit of the Company’s consolidated financial statements;

·

The Committee has received written disclosures and the letter from the independent auditors required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Committee concerning independence and discussed with the auditors the auditors’ independence from the Company and its management; and

·

Based on review and discussions of the Company’s 2013 audited consolidated financial statements with management and discussions with the independent auditors, the Audit Committee recommended to the Board of Directors that the Company’s 2013 audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

Stock Ownership

Security Ownership of Certain Beneficial Owners

As of March 15, 2014, the Company’s records and other information from outside sources indicated the following were beneficial owners of more than five percent of the outstanding shares of the Company’s common stock:

(1) Includes 905,420 shares held by Robert Sidney Ross; 99,771 shares held by Ross of Georgia, Inc.; and 139,302 shares held by family trusts and 508 shares held by spouse.  Mr. Ross disclaims beneficial ownership of those shares held by family trusts and held by spouse.

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Directors and Executive Officers

The following table sets forth information as of March 15, 2014 regarding the ownership of Colony Bankcorp stock by each Colony Bankcorp director (including nominees for director) and by the named executive officers of Colony Bankcorp and its subsidiaries, and by all directors and executive officers as a group.

(1)

Includes shares owned by spouses and minor children of officers and directors, as well as shares owned by trusts or businesses in which officers and directors have a significant interest.  The information contained herein shall not be construed as an admission that any such person is, for purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities not held of record by that person or entity.

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SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid or earned by cash of the named executive officers for the fiscal years ended December 31, 2013, 2012 and 2011.  Other than the employment agreement with the Company’s CEO, Mr. Loomis, the Company does not have any employment or change-in-control agreements with any of the other named executive officers.

2013 SUMMARY COMPENSATION TABLE

2004 Restricted Stock Grant Plan.

·

401(k) contributions allocated by the Company to each of the named executive officers pursuant to Colony Bankcorp, Inc. 401(k) Plan (see below for more fully described plan); and

·

The value attributable to life insurance benefits, personal use of Company-provided automobiles, country club membership, director fees, and dividend income (see below for a more full description of benefits under the heading “Perquisites and Other Benefits”).

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Long-Term Equity Stock Award

In 2004, the Board of Directors adopted and the shareholders approved the Colony Bankcorp, Inc. 2004 Restricted Stock Grant Plan.  The plan enables our Board of Directors, or a committee thereof, to grant up to 143,500 shares of Colony Bankcorp, Inc. common stock to key officers and employees of Colony Bankcorp, Inc. and our subsidiary.  The purpose of this plan is to attract, retain and develop strong management as the Company continues to expand, and to induce key individuals who render services that contribute materially to our success to remain with us for the long-term.  Shares granted vest over a three year period.  During the three year vesting period and under conditions set forth in Colony Bankcorp Inc.’s 2004 Restricted Stock Grant Plan, the shares are subject to forfeiture.  In the event of a change in control of the Company, as defined in the Plan, all unvested stock grants immediately become fully vested.

The Restricted Stock Grant Plan assists the Company to:

·

enhance the link between the creation of stockholder value and long-term executive incentive compensation;

·

provide an opportunity for increased equity ownership by executives; and

·

maintain competitive levels of total compensation.

The Compensation Committee (the “Committee”) recommended for the Board of Director’s approval that no stock grant awards be awarded for fiscal year 2013.  The primary focus of the Committee is to retain key individuals and to increase equity ownership by executives with the stock grant awards.  The compensation committee is motivated to keep our executive compensation packages competitive with peer companies.  The compensation committee reviews, at least annually, the peer company disclosures regarding executive compensation in order to ensure that our overall compensation package compares favorably.  One of the areas monitored is stock option plans or in our case a stock grant award plan.  The CEO works daily with executive officers and top level officers and offers his input each year as to recommendations for stock awards based on the executive officers and top level officers’ production and performance to the overall company strategy.  The recommendation is for named executives other than himself and the CFO.  Stock awards for the CEO and CFO are determined and set by the compensation committee, while awards for the other named executive officers and top level officers are considered upon the recommendation of the CEO.  The CEO makes no recommendations in regard to his compensation.  It was deemed prudent by the compensation committee to not grant any 2013 stock grant awards.

Colony Bankcorp, Inc. 401(k) Plan

The Company has adopted a 401(k) Plan which provides for the Board of Directors to make a discretionary contribution to the 401(k) Plan out of profits in an amount not to exceed 10 percent of the total annual eligible compensation of the employees eligible to participate in the plan.  Employees are eligible for a Company contribution after completion of one year of service.  The contribution by the Company is allocated among the participants based on participant’s total eligible compensation.  The employee’s interest vests over a period of six years.

The Committee recommended that no contribution be made for fiscal year 2013.  The Committee’s recommendation to not make a company contribution was based upon company earnings performance for 2013.

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Perquisites and Other Personal Benefits

The Company provides named executive officers with perquisites and other personal benefits that the Company and the Committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for key positions.  The Committee periodically reviews the levels of perquisites and other personal benefits provided to named executive officers.

The named executive officers are provided use of company automobiles, membership in country clubs, term life insurance coverage and director fees as part of their perquisites and other benefits.  Detailed below is an analysis of 2013 perquisites and other benefits for fiscal year ended December 31, 2013.

(1)	This represents dollar value as calculated in accordance with IRS guidelines on personal use of company automobile provided to named executive officers.

 

(2)	This represents dollar value as calculated in accordance with IRS guidelines on term life insurance provided to named executive officers.

 

Perquisites and other personal benefits for fiscal year ended December 31, 2013 are included in the All Other Compensation column of the 2013 Summary Compensation Table above.

The Committee takes into consideration the overall compensation package in making their decisions regarding the various elements of the package.  The Committee views the most significant elements of the compensation package to be base salary, performance-based cash incentive payout, stock grant awards and the profit sharing contribution.  Perquisites and other personal benefits are common place for executives in the banking industry and compare favorably to other peer companies.  The Committee determined that the Company’s executive compensation is competitive with the peer companies.

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2013 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

The Company does not have a stock option plan, thus no disclosure for any option awards.

DIRECTOR COMPENSATION

The Company uses cash incentive compensation to attract and retain qualified candidates to serve on the Board.  In setting director compensation, the Company considers the significant amount of time that Directors expend in fulfilling their duties to the company as well as the skill-level required by the Company of members of the Board.

Cash Compensation Paid to Board Members

For fiscal year ended December 31, 2013, members of the Board (except the Chairman) received $900 for each monthly board meeting attended ($800 each month not in attendance) and $200 monthly for each committee that the director serves.  The Chairman received $1,400 and the Vice-chairman received $950 for each monthly board meeting attended in addition to the monthly committee fees.  The Chairman and Vice-chairman receive $1,300 and $850, respectively, each month not in attendance.  Directors who are employees of the Company do not receive any committee fees.

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2013 DIRECTOR COMPENSATION TABLE

Subsidiary Director Compensation

Directors of the Company also receive compensation for attending local advisory board meetings as follows:

Directors who are not employees of Colony Bank receive $400 for each local advisory board meeting attended.

Colony Bank, wholly-owned subsidiary, has deferred compensation plans covering certain former directors and certain officers choosing to participate through individual deferred compensation contracts.  In accordance with terms of the contracts, the Bank is committed to pay the directors deferred compensation over a specified number of years, beginning at age 65.  In the event of a director’s death before age 65, payments are made to the director’s named beneficiary over a specified number of years, beginning on the first day of the month following the death of the director.

Liabilities accrued under the plans totaled $892,294 as of December 31, 2013.  Benefit payments under the contracts were $188,240 in 2013.  Provisions charged to operations totaled $75,777 while income recognized on plan assets was $164,073, thus a net gain for calendar year 2013 of $88,296.  No current directors of Colony Bankcorp, Inc. or Colony Bank participate in the deferred compensation plans.

Transactions with the Company

Loans.  The Company’s directors and officers from time to time have borrowed funds from the Company’s subsidiary for various business and personal reasons.  Such loans are made in strict compliance with state and Federal statutes and regulations of the Federal Deposit Insurance Corporation and the Georgia Department of Banking and Finance.  Such loans were made in the ordinary course of business; were made on substantially the same terms, including interest rates and collateral, as were prevailing at the time for comparable transactions with persons not related to the lender; and did not involve more than normal risk of collectibility or present other unfavorable features.

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As of December 31, 2013, certain officers, executive officers, directors, and companies in which they are an executive officer or partner or in which they have a 10% or more beneficial interest, were indebted to the bank in the aggregate amount of $4,064,588.  Such loans were (1) made in the ordinary course of business; (2) were made on substantially the same terms, including interest rates and collateral, as were prevailing at the time for comparable transactions with other persons; and (3) did not involve more than normal risk of collectibility or present other unfavorable features.

The Company and its subsidiaries utilized the services of Martin Snow, LLP during 2013.  Mr. Edward J. Harrell is a director of the Company and a partner in that law firm.

Legal Proceedings

There are no “material” pending legal proceedings, other than ordinary routine litigation incidental to the business of the Company, to which the Company or its subsidiary is a party or of which any of their property is subject.  Material proceedings are defined as claims for damages where the amount involved, exclusive of interest and cost, exceeds ten percent of the current assets of the Company and its subsidiary on a consolidated basis.

During the previous ten (10) years, no director, person nominated to become a director, or executive officer of the Company was the subject of a legal proceeding that is material to an evaluation of the ability or integrity of any such person.

Shareholder Communication with the Board of Directors

Our Board of Directors does not have an established written policy or process for security holders to send communications to the Board of Directors.  However, it has been the practice of the Company to direct any such communications to the Chairman of the Board, who would, in his or her discretion, discuss the communications with the Board at a regular Board meeting.  The Board has determined this policy and process to be satisfactory in allowing security holders to communicate directly with the Board of Directors.

The Company does not have a formal policy regarding director attendance at the Company’s Annual Meeting.  However, directors are encouraged to attend and all were in attendance at last year’s Annual Meeting.

Markets for the Registrant’s Common Stock and Related Stockholder Matters

Effective April 2, 1998, Colony Bankcorp, Inc. common stock is quoted on the NASDAQ Global Market under the symbol “CBAN”.  Prior to this date, there was no public market for the common stock of the registrant.

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The following table sets forth the high, low and close sale prices per share of the common stock as reported on the NASDAQ Global Market, and the dividends declared per share for the periods indicated.

 

No cash dividends were paid on its common stock in 2013.  The Company’s board of directors suspended the payment of dividends in the third quarter of 2009.  The par value of common stock is $1 per share.

 

As of December 31, 2013, the Company had approximately 1,960 shareholders of record.

Compliance with Section 16(a) of the 1934 Act

Section 16(a) of the Securities Exchange Act of 1934 and regulations of the SEC require our executive officers and directors and persons who beneficially own more than ten percent of any class of our equity securities, as well as certain affiliates of such persons to file initial reports of ownership of any equity securities of Colony Bankcorp and subsequent reports of changes in ownership of such securities with the SEC.  Such persons also are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.  Based solely on our review of the copies of such reports that we have received and written representation from such reporting persons that no other reports were required, we believe that, during the fiscal year ended December 31, 2013, all Section 16(a) filing requirements applicable to our directors and executive officers were complied with in a timely manner.

Independent Public Accountants

The firm of McNair, McLemore, Middlebrooks & Co., LLC, Macon, Georgia, has served as our independent accountants each year since 1995, and we consider them to be well qualified.  Our Audit Committee has selected McNair, McLemore, Middlebrooks & Co., LLC, to serve as our independent accountants for the fiscal year ending December 31, 2013.  Representatives of that firm will be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so.  They will be available to answer your questions at that time.

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During fiscal years 2013 and 2012, the Company retained its principal auditor, McNair, McLemore, Middlebrooks & Co., LLC, to provide services in the following categories and amounts:

All non-audit services are pre-approved by the Audit Committee.

The Audit Committee has considered the provision of non-audit services by our principal accountants and has determined that the provision of such services were consistent with maintaining the independence of the Company’s principal accountants.

Financial Information Systems Design and Implementation Fees.  The Company did not retain its principal accountant to perform Financial Information Systems Design or Implementation services in fiscal year 2013.

Changes in and Disagreement with Accountants on Accounting and Financial Disclosure.  There was no accounting or disclosure disagreement or reportable event with the current auditors that would have required the filing of a report on Form 8-K.

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Proposal No. 2 – Non-Binding Advisory Vote On Executive Compensation

Section 14A(a)(1) of the Securities Exchange Act of 1934 requires the Company to permit a non-binding advisory vote (at least once every three years) on the compensation of its Named Executive Officers, as described and presented in the “Executive Compensation” section of this 2013 Proxy Statement, and the accompanying tables and narrative disclosure.

This proposal, commonly known as a “say-on-pay” proposal, gives the Company’s shareholders the opportunity to endorse or not endorse our executive compensation program and policies through the following resolution:

“Resolved, that the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K located in the ‘Executive Compensation’ section of the 2013 Proxy Statement, and the accompanying executive compensation tables and narrative discussions is hereby APPROVED.”

Because your vote is advisory, it will not be binding upon the Board of Directors.  However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation.

The Board of Directors unanimously recommends a vote “FOR” this proposal.

Proposal No. 3 – Approval of Amendment To The Company’s Articles of Incorporation

On February 18, 2014, the Board of Directors unanimously voted to approve the following amendment to the Company’s articles of incorporation:

“In discharging their duties, and in determining what is believed to be in the best interests of Colony Bankcorp, Inc., the board of directors, committees of the board of directors, and individual directors, in addition to considering the effects of any action on  Colony Bankcorp, Inc. or its shareholders, may consider the interests of the employees, customers, suppliers, and creditors of Colony Bankcorp, Inc. and its subsidiaries, the communities in which offices or other establishments of Colony Bankcorp, Inc. and its subsidiaries are located, and all other factors that such directors consider pertinent.  This paragraph grants solely discretionary authority to the directors and shall not be deemed to provide to any constituency any right to be considered.”

You are being asked to vote for or against the proposed amendment, or you may withhold your vote.

Believing that it is in the best long-term interest of the Company for the Board to have ample flexibility in managing the Company and in making decisions on the Company’s behalf that may have wide-ranging repercussions on a number of various constituencies, the Board voted to approve this amendment to ensure that it is properly equipped with the tools to achieve those goals.  The Georgia legislature amended the Georgia Corporations Code in 1989 to add the above-quoted provision as an optional provision that a corporation may elect to include in its articles of incorporation, and the Board has determined to revise the Company’s articles of incorporation to include this provision.  The management of the Company is conducted on a daily basis under the direction of the Chief Executive Officer (CEO) selected by the Board.  The Board and management agree that shareholder value is optimized by operating the Company in an ethical and forthright manner and by responsibility addressing the concerns of its various constituencies, which include the Company’s employees and customers, government officials, the Company’s suppliers, the communities the Company serves, and the public at large.  Board members oversee the management of the Company and advise and counsel the CEO and the executive management team about policy matters, business affairs, and overall Company strategy.  The Board believes that amending the Company’s articles of incorporation in the manner identified above will ensure that the Board is able to manage the Company’s business with the highest standards of ethical conduct and in conformity with applicable laws and regulations.

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The Board of Directors unanimously recommends a vote “FOR” this proposal.

Shareholder Proposals for Next Year’s Meeting

Any shareholder proposal intended to be presented at the Company’s annual meeting of shareholders to be held in 2015, including any proposal intended to be included in the Company’s proxy statement and form of proxy for that meeting, must be in writing and must be received by the Company, directed to the attention of the Corporate Secretary, not later than 5:00 p.m., Eastern Time, on December 27, 2014, which is 120 calendar days before the anniversary of the mailing date of this year’s proxy materials.  Any such proposal must comply in all respects with the Company’s bylaws and with the rules and regulations of the SEC.  Upon timely receipt of any such proposal, the Company will determine whether to include it, if requested, in its proxy statement and proxy in accordance with applicable rules and regulations governing the solicitation of proxies.

Other Matters Which May Come Before the Annual Meeting

Our Board of Directors knows of no matters other than those referred to in the accompanying Notice of Annual Meeting of Shareholders which may properly come before the Annual Meeting.  However, if any other matter should be properly presented for consideration and voting at the Annual Meeting or any adjournments thereof, it is the intention of the persons named as proxies on the enclosed form of proxy card to vote the shares represented by all valid proxy cards in accordance with their judgment of what is in Colony Bankcorp’s best interest.

Annual Reports

Upon receipt of a written request, we will furnish, without charge, any owner of common stock of the Company a copy of its annual report as filed with the Securities and Exchange Commission on form 10-K (the “10-K”) for the fiscal year ended December 31, 2013, including financial statements and the schedules thereto.  Copies of exhibits to the 10-K are also available upon specific request and payment of a reasonable charge for reproduction.  Such requests should be directed to the Secretary of the Company at the address indicated on the front of this proxy statement.

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Exhibit A

COLONY BANKCORP, INC.

AUDIT COMMITTEE CHARTER

The Audit Committee (the "Committee") is appointed by the Chairman of the Board of Directors (the  "Board")   of  the company,  subject  to election  by the full  Board,  to  assist  the Board  in fulfilling  its  oversight  responsibilities   for  the  company's  accounting  and  financial  reporting processes and audits of the financial statements of the company by monitoring (1) the integrity of the  company's  financial  statements,   (2) the  independence   and  qualifications   of  its  external auditor,  (3) the  company's  system  of  internal  controls,  (4) the  performance  of  the company's internal  audit  process  and  external   auditor,  and  (5) the  company's   compliance   with  laws, regulations  and  the Directors  and Senior  Financial  Officers  Code of  Ethical  Conduct  and the Code of Conduct. The Committee shall prepare the report required by the rules of the Securities and Exchange Commission (the "Commission")  to be included in the company's annual meeting proxy statement.

The Committee has authority to conduct or authorize examinations into any matters within its scope of responsibility.  It has sole authority to (1) appoint, compensate, retain and directly oversee the work of the company's external auditor (subject to shareholder approval if applicable), (2) resolve any disagreements between management and the auditors regarding financial reporting, and (3) pre-approve all audit services and permitted non-audit services provided to the company by its external auditor.  It also has authority to:

·

Retain outside advisors, including counsel, as it determines necessary to carry out its duties.

·

Seek any information it requires from employees – all of whom are directed to cooperate with the Committee's requests – or external parties.

·

Meet with company officers, external auditors, or outside counsel, as necessary.

·

Review and approve all related-party transactions.

The company shall provide appropriate funding, As determined by the Committee, for payment of compensation to any registered public accounting firm engaged for the purpose of rendering or issuing an audit report or related work or performing other audit, review or attest services for the company; for payment to any advisors employed by the Committee; and for payment of necessary administrative expenses of the Committee.

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The Committee will consist of at least three members of the board of directors.  The Board Chairman will appoint Committee members on the recommendation of the company's Governance, Compensation and Nominations Committee, subject to election by the full Board. The Committee members shall elect the Committee Chairman.  Committee members may be replaced by the Board.  Each Committee   member shall meet the NASDAQ independence definitions set forth in Rule 4200(a)(14) and in other applicable rules.   In addition,  Committee members must not receive any payment other than payment for board or Committee service, consistent with Section 1OA(m) of the Exchange Act and Rule 1OA-3 issued thereunder and must not be an affiliated person of the company or any subsidiary, consistent with Section 1OA(m) of the Exchange Act and Rule 1OA-3 issued thereunder.  Each Committee member must be able to read and understand financial statements.   At least one member must have past employment experience in finance or accounting, requisite professional certification in finance or accounting, or any other comparable experience or background which results in the individual's financial sophistication, including having been a chief executive officer, chief financial officer, or other senior officer with financial oversight responsibilities.  Any member that satisfies the definition of audit committee financial expert under Item 401(h) of Regulation S-K or Item 401(e) of Regulation S-B is presumed to be financially sophisticated.  If no member of the Committee satisfies the definition of audit committee financial expert, the Committee shall direct the company to include appropriate disclosures in Commission filings as required by the Commission rules and regulations then in effect.

The Committee will meet as often as it determines is appropriate, but not less frequently than quarterly.  All Committee members are expected to attend each meeting, in person or via telephone or video conference.  The Committee periodically will hold private meetings with management, the internal auditor and the external auditor. The Committee may invite any officer or employee of the company, the external auditor, the company's outside counsel, the Committee's counsel or others to attend meetings and provide pertinent information.  Meeting agendas will be prepared by the individual serving as chief audit executive (the "CAE") and provided in advance to members, along with appropriate briefing materials. Minutes will be kept by a member of the Committee or a person designated by the Committee.

The committee will carry out the following responsibilities:

 

·

Financial Statements

 

o

Review and discuss with management and the external auditor significant accounting and financial reporting issues, including complex or unusual transactions and judgments concerning significant estimates or significant changes in the company's selection or application of accounting principles, and recent professional, accounting and regulatory pronouncements and initiatives, and understand their impact on the company's financial statements.

o

Review with management and the external auditor the results of the audit,  including any difficulties encountered  in the course  of the audit work, any restrictions on  the scope of activities or access to requested information and any significant disagreements with management.

o

Review and discuss with management and the external auditor  the annual  financial statements along with any off-balance sheet structures, including disclosures made in management's discussion and analysis, and recommend to the board of directors whether they should be included in the company's Form 10-K.

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o

Review and discuss with management and the external auditor interim financial statements, including the results of  the  external auditor's review of the quarterly financial statements, before filing the company's Form I0-Q with the Commission or other applicable regulatory filings with regulators.

o

Review disclosures made to the Committee by the company's CEO and CFO during their certification process for the Form 10-K and Forms I0-Q  about  any  significant deficiencies in the design or operation  of internal  controls or  material  weaknesses therein and any fraud involving management or other employees who have a significant role in the company's internal controls.

o

At least annually prior to the filing of the audit report with the Commission (and more frequently if appropriate), review and discuss reports from the external auditor on (I) all critical accounting policies and practices to be used, (2) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, including ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the external auditor and (3) other material written communications between the external auditor and management, such as any management letter or schedules of   unadjusted differences.

o

Review with management and the external auditor all matters required to be communicated to the Committee under generally accepted auditing standards, including matters required to be discussed by Statement on Auditing Standards No. 61 relating to conduct of the audit.  No. 61 relating to conduct of the audit.

o

Discuss with management the company's earnings press releases, including the use of "pro forma" or "adjusted" non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies.  Such discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made).  The Committee does not need to discuss each release in advance.

o

Understand how management prepares interim financial information and the nature and extent of internal and external auditor  involvement.

 

·

Internal Controls

o

Consider the effectiveness of the company's internal control systems, including information technology security and control.

o

Understand the scope of internal audit's and external auditor's reviews of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management's responses.

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·

Internal Audit

o

Review with management, the external auditor and the CAE the charter, plans, activities, staffing and organizational structure of the internal audit function, and any recommended changes thereto, as well as staff qualifications.

o

Review significant reports to management prepared by internal audit and management's responses.

o

Ensure there are no unjustified restrictions or limitations on the CAE's scope of activities or access to information, and review and concur in the appointment, replacement, or dismissal of the CAE.

o

On  a  regular  basis,  meet  separately  with  the  CAE  to discuss  any  matters  that  the Committee or internal audit believes should be discussed privately.

o

Require  the CAE to report,  functionally, to the Committee.

·

External Audit

o

Require the external auditor to report directly to the Committee.

o

Meet with the external auditor to discuss the external auditor's proposed audit planning, scope, staffing and approach, including coordination of its effort with internal audit.

o

Obtain and review a report from the external auditor regarding its quality control procedures, and material issues raised by the most recent internal quality control review, or peer review, of the firm or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more of the independent audits carried out by the firm, and any steps taken to deal with any such issues and all relationships between the external auditor and the company.

o

Evaluate, and present to the board of directors its conclusions, regarding the qualifications, performance and independence of the external auditor, including considering whether the auditor's quality controls are adequate and permitted non­ audit services are compatible with maintaining the auditor's independence, taking into account the opinions of management and the internal auditors.

o

Ensure the rotation of the audit partners as required by law and consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the external audit firm on a regular basis.

o

Establish policies concerning the company's hiring of employees or former employees of the external auditor, as required by law and by applicable listing standards.

o

On a regular basis, meet separately with the external auditor to discuss any matters that the Committee or external auditor believes should be discussed privately.

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·

Compliance

o

Review the effectiveness of the system for monitoring compliance with laws and regulations. The results of management's investigation and follow-up (including disciplinary action) of any instances of noncompliance should also be reviewed.

o

Obtain from the external auditor assurance that Section IOA(b) of the Securities and Exchange Act of 1934 has not been implicated (regards illegal acts and appropriate responses by company and external auditor).

o

Advise the board of directors with respect to the company's policies and procedures regarding compliance with applicable laws and regulations and with the Directors and Senior financial Officers Code of Ethical Conduct and the Code of Conduct, including review of the process for communicating these Codes to company personnel and for monitoring  compliance.

o

Establish procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls or auditing matters and   the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

o

Review and discuss with management and the external auditor any correspondence with, or the findings of any examinations by, regulatory agencies, published reports or auditor observations that raise significant issues regarding the company's financial statements or accounting policies.

o

Obtain regular updates from management and company counsel regarding compliance matters and legal matters that may have a significant impact on the financial statements or the company's compliance policies.

·

Reporting Responsibilities

o

Regularly report to the board of directors about Committee activities, issues and related recommendations.

o

Provide an open avenue of communication between internal audit, the external auditor and the board of directors.

o

Review any other reports the company issues that relate to Committee responsibilities.

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·

Other Responsibilities

o

Perform other activities related to this charter as requested by the board of directors.

o

Institute and oversee special investigations as needed.

o

Review and assess the adequacy of the Committee charter, annually, requesting board approval for proposed changes, and ensure appropriate disclosure as may be required by law or regulation.

o

Annually review the Committee's own performance.

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Exhibit B

COLONY BANKCORP, INC.

GOVERNANCE, COMPENSATION, AND NOMINATION COMMITTEES CHARTER

 

The Chairman of the Board of Directors of Colony Bankcorp, Inc. (the "Board"), shall appoint annually Governance, Compensation, and Nomination Committees (the "Governance Committees"), each comprised of three or more Directors independent of management.  The appointments will be subject to election by the full Board.  One of the members of the Governance Committee shall be elected Chairman by the committee members.  The members of the Governance Committees shall meet the independence requirements of the Company's Corporate Governance Guidelines and the Rules of NASDAQ as approved by the Securities and Exchange Commission and as they may be amended from time to time.

The Governance Committees are granted the authority to perform the duties enumerated in this Charter and, upon the direction and approval of the Board, to investigate any human resources, board governance, or compensation activity of the Company.

The Board delegates to the Governance Committees strategic and administrative responsibility on a broad range of issues as follows:  to ensure that the Chief Executive Officer (CEO), other executive officers, and key management of the Company are compensated effectively in a manner consistent with the compensation strategy of the Company, internal equity considerations,  competitive practice, and any requirements of appropriate regulatory bodies; to establish guidelines and oversee the administration of executive compensation plans and arrangements as well as certain employee benefit plans; to recommend to the Board changes in board composition, new candidates and changes to the Director's compensation package.  The Governance Committees are also responsible for taking a leadership role in shaping the corporate governance of the Company.

The Nomination Committee shall be responsible for the following:

·

Make recommendations to the Board with respect to the size and composition of the Board.

·

Make recommendations to the Board on the minimum qualifications and standards for director nominees and the selection criteria for Board members and review the qualifications of potential candidates for the Board.

·

Make recommendations to the Board on nominees to be elected at the Annual Meeting of Stockholders.

·

Seek and identify a qualified director nominee, in the event that a director vacancy   occurs, to be recommended to the Board for either appointment by the Board to serve the remainder of the term of a director position that is vacant or election at the annual meeting of the stockholders.

 

·

Adopt procedures, as needed, detailing the company's process for identifying and evaluating candidates to be nominated as directors.

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The Compensation Committee shall be responsible for the following:

 

·

Duties with regard to Director Compensation:

 

o

Recommend to the Board any changes to the director’s compensation package.

 

·

Duties with regard to Executive Compensation:

 

o

Review and approve the Company's stated compensation strategy to ensure that there is a strong link between the economic interests of management and shareholders, that management members are rewarded appropriately for their contributions to Company growth and profitability, and that the executive compensation strategy supports organization objectives and shareholder interests.

o

Review and approve the individual elements of total compensation for the CEO. This includes base salary, incentives, stock awards, benefits and perquisites. The Committee shall review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and set the CEO's compensation level based on that evaluation.

 

o

Review and approve the individual elements of total compensation for Colony Bankcorp, Inc. executive management.  Review and approve general elements of total compensation for key management and other officers.

 

o

Review and approve the design, performance measures, and award opportunities for the Company's executive compensation plans.

 

o

Review and approve the terms and conditions of stock compensation and the number of shares reserved for stock grants and awards.

 

o

Oversee the administration and operation of the Cash Incentive Plan, Executive Stock Grant Plan, 401(k) Plan, and any other executive compensation plans and arrangements.

 

o

Communicate to shareholders the Company's compensation philosophy, policies, and practices as required by the Securities and Exchange Commission.

 

·

Duties with regard to Employee Benefits:

 

o

Oversee the administration and operation of the 401(k) Plan, the Cash Incentive Bonus Plan, the Profit Sharing Compensation Plan, and other designated employee benefit plans.

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·

The Governance Committee shall develop and recommend to the Board a set of corporate governance guidelines, and periodically review and reassess the adequacy of those guidelines and recommend any proposed changes to the Board for approval.

·

The Governance Committee shall address committee structure and operations, committee reporting to the Board, committee member qualifications and committee member appointment and removal.

·

The Governance Committee shall adopt a process whereby it receives comments from Directors and reports annually to the Board with an assessment of the Board's performance, to be discussed with the full board.

·

The Governance Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.  The Governance Committee shall annually review its own performance.

Primary staff support for the Governance Committees shall be provided by Colony Management Services, Inc.  General Counsel of the Company shall assist on corporate governance matters. Further, the Governance Committees shall also have authority to obtain advice and assistance from internal or external sources, including accounting, audit, and other advisors.

The Governance Committees shall meet quarterly or at other times as the Chairmen of the Governance Committees shall designate.  As necessary or desirable, the Chairmen of the Governance Committees may request that certain members of management be present at meetings of the Governance Committees.

The Governance Committees shall report to the Board actions of each Committee at the next regularly scheduled meeting of the Board or, as required by the nature of its duties on its activities, and shall make recommendations to the Board as the Governance Committees decide are appropriate.  The Governance Committees shall keep minutes for each meeting.  The Governance Committees Chairmen shall review and approve the Governance Committees minutes, and they shall be filed with the Corporate Secretary for retention with the records of the Company.

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Exhibit C

COLONY BANKCORP, INC. & SUBSIDIARIES

SELECTED FINANCIAL DATA

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COLONY BANKCORP, INC. & SUBSIDIARIES

SELECTED FINANCIAL DATA

(1) Not meaningful due to net loss recorded.

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COLONY BANKCORP, INC. AND SUBSIDIARIES

QUARTERLY RESULTS OF OPERATIONS

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Exhibit D

COLONY BANKCORP, INC. AND SUBSIDIARIES

INTEREST RATE SENSITIVITY

The following table is an analysis of the Company’s interest rate-sensitivity position at December 31, 2013.  The interest-bearing rate-sensitivity gap, which is the difference between interest-earning assets and interest-bearing liabilities by repricing period, is based upon maturity or first repricing opportunity, along with a cumulative interest rate-sensitivity gap.  It is important to note that the table indicates a position at a specific point in time and may not be reflective of positions at other times during the year or in subsequent periods.  Major changes in the gap position can be, and are, made promptly as market outlooks change.