Colony Bankcorp Inc

This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management is submitting the say-on-pay proposal to enable shareholders to express their view of the Company’s overall executive compensation program, which includes base salaries, annual cash incentives tied to operating ROAA, EPS, expense metrics and individual goals, restricted stock awards with multi-year vesting, and employment agreements with severance/change-in-control protections. The Board and its Talent Management and Compensation Committee support the program as designed to align executive incentives with Company performance and long-term shareholder value, and they have recommended a vote FOR; they also state they will consider the advisory vote’s outcome when setting future compensation. The proposal is purely advisory and not binding on the Board, but a negative outcome could trigger enhanced shareholder engagement and potential changes to compensation design. The proxy discloses specific pay practices (e.g., annual bonuses paid partially in cash and deferred, equity awards subject to vesting and change-in-control provisions, and clawback/non-compete arrangements) that provide context for investors evaluating alignment of pay and performance. The Company discloses its pay-versus-performance metrics and CAP calculations, which investors can use to assess whether realized pay reflects corporate results. Given the advisory nature, institutional and retail investors will weigh the disclosed governance practices, the disclosed rationale from the Talent Management and Compensation Committee, and industry benchmarking when voting. Management’s clear recommendation FOR, and its commitment to consider shareholder feedback, reduces the risk of a contested outcome but does not eliminate investor scrutiny around long-term alignment, severance protections, and equity vesting on change-in-control events. Overall, this proposal is a standard governance item allowing shareholders to endorse or not endorse the Company’s compensation decisions and signaling mechanism for the Board to respond to shareholder concerns.

This agenda item preserves the ability of the meeting to consider unforeseen or procedural matters that properly arise during the Annual Meeting, rather than presenting a single defined resolution for a vote. The proxy materials state the Board is not aware of any such other business as of the date of the proxy statement, and the named proxies are authorized to vote on any other matters presented in their discretion. From a governance perspective, inclusion of a general 'other business' item is standard practice to allow the meeting to address procedural items, adjournments, or motions that may be necessary to effectuate the meeting. Because brokers and nominees cannot vote on non-routine matters without instructions from beneficial owners, any last-minute, substantive proposal introduced at the meeting could face voting limitations from street-holder shares, potentially affecting outcome and quorum dynamics. The Company’s advance notice and SEC Rule 14a-8 procedures for next year’s meetings reduce the likelihood of substantive new proposals at the meeting itself, so this item is typically non-substantive in practice. Management has not provided a recommendation because there is no specific proposal to endorse or oppose; instead, proxies will exercise judgment if matters are presented. For sophisticated investors, the presence of this item signals that while the Board intends to set the agenda, it will allow proper procedural flexibility at the meeting, and shareholders should review the meeting minutes or subsequent 8-K disclosures for any material actions taken under this catch-all authorization. Overall, this item carries little substantive governance risk in most cases but merits attention if unexpected transactions or proposals arise at the meeting.