JAXB (MM)

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.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-2

JACKSONVILLE BANCORP, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 24, 2015

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Jacksonville Bancorp, Inc., which will be held on Tuesday, April 28, 2015, beginning at 9:00 a.m., Eastern Time. The meeting will be held at The Jacksonville Bank, 7880 Gate Parkway, Jacksonville, Florida 32256. The purpose of the meeting is to consider and vote upon the proposals explained in the notice and the Proxy Statement.

A formal notice describing the business to come before the meeting, a Proxy Statement and a proxy card are enclosed. We have also enclosed for your review the Annual Report on Form 10-K for Jacksonville Bancorp, Inc. for the year ended December 31, 2014, which contains detailed information concerning our 2014 financial performance and activities.

Your vote is very important to us and we want your shares to be represented at the meeting. Whether or not you plan to attend the Annual Meeting in person, please vote your shares immediately by telephone, by Internet or by mail. If you vote by mail, please sign, date and return the enclosed proxy card in the accompanying postage-paid envelope as promptly as possible. If you later decide to attend the Annual Meeting and vote in person, or if you wish to revoke your proxy for any reason before the vote at the Annual Meeting, you may do so and your proxy will have no further effect.

Thank you for taking the time to vote.

Sincerely,

Donald F. Glisson, Jr.
Chairman of the Board

Jacksonville Bancorp, Inc.

100 North Laura Street, Suite 1000
Jacksonville, Florida 32202

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Holders of Common Stock:

Notice is hereby given that the Annual Meeting of Shareholders of Jacksonville Bancorp, Inc. (the “Company”) will be held on Tuesday, April 28, 2015, at 9:00 a.m., Eastern Time, at The Jacksonville Bank, 7880 Gate Parkway, Jacksonville, Florida 32256, to consider and act upon the following matters:

Only shareholders of record of the Company’s common stock at the close of business on February 27, 2015 are entitled to receive notice of, and to vote on, the business that may come before the Annual Meeting.

To avoid the unnecessary expense of further solicitation, we urge you to immediately indicate your voting instructions by telephone, by Internet or by mail. If you vote by mail, please sign, date and return the enclosed proxy card as promptly as possible in the accompanying postage-paid envelope to ensure your representation at the Annual Meeting. You may revoke the proxy at any time before it is exercised by following the instructions set forth in Voting of Proxies on the first page of the accompanying Proxy Statement. Please note that if you choose to vote in person at the Annual Meeting and you hold your shares through a securities broker in street name, you must obtain a proxy from your broker and bring that proxy to the meeting. If you wish to attend the Annual Meeting and need directions, please call us at 904-421-3040.

BY ORDER OF THE BOARD OF DIRECTORS

Kendall L. Spencer
President & Chief Executive Officer

March 24, 2015

PLEASE VOTE AS SOON AS POSSIBLE.
YOUR VOTE IS VERY IMPORTANT TO US NO MATTER HOW MANY SHARES YOU OWN.

************************************

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 28, 2015

The Proxy Statement and Annual Report on Form 10-K are available at
www.jaxbank.com or with your 16-digit control number at www.proxyvote.com.

TABLE OF CONTENTS

Jacksonville Bancorp, Inc.

100 North Laura Street, Suite 1000
Jacksonville, Florida 32202

PROXY STATEMENT
Annual Meeting of Shareholders

This Proxy Statement and the accompanying notice and proxy card are being furnished to you as a holder of Jacksonville Bancorp, Inc. common stock, $.01 par value per share, in connection with the solicitation of proxies by the Company’s Board of Directors (the “Board”) for the 2015 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held on Tuesday, April 28, 2015, beginning at 9:00 a.m., Eastern Time, at The Jacksonville Bank, 7880 Gate Parkway, Jacksonville, Florida 32256. This Proxy Statement and the accompanying notice and proxy card are first being mailed to holders of the Company’s common stock on or about March 24, 2015.

Unless the context requires otherwise, references in this statement to “we,” “us” or “our” refer to Jacksonville Bancorp, Inc., its wholly owned subsidiary, The Jacksonville Bank, and the Bank’s wholly owned subsidiary, Fountain Financial, Inc., on a consolidated basis. References to the “Company” denote Jacksonville Bancorp, Inc. The Jacksonville Bank is referred to as the “Bank.”

VOTING OF PROXIES

The proxy card accompanying this Proxy Statement is being solicited by the Board. Shares represented by a proxy properly signed and returned, unless subsequently revoked, will be voted at the Annual Meeting in accordance with the instructions marked on the proxy. If a proxy is signed and returned without indicating any voting instructions, the shares represented by the proxy will be voted FOR approval of the proposals stated in this Proxy Statement and in the discretion of the persons named in the proxy on other matters that may properly come before the Annual Meeting.

If you have executed and delivered a proxy, you may revoke such proxy at any time before it is voted by attending the Annual Meeting and voting in person, by giving written notice of revocation of the proxy or by submitting a signed proxy bearing a later date. Any notice of revocation or later dated proxy should be sent to Broadridge Financial Solutions, Inc. (“Broadridge”), who is assisting the Company in the tabulation of proxies, at 51 Mercedes Way, Edgewood, New York 11717, Attention: Vote Processing Department. In order for the notice of revocation or later proxy to revoke the prior proxy, Broadridge must receive such notice or later proxy before the vote of shareholders at the Annual Meeting. Unless you vote at the meeting or take other action, your attendance at the Annual Meeting will not revoke your proxy. If your shares are held in street name (for example, held in the name of a bank, broker or other holder of record), you must obtain a proxy, executed in your favor, from your bank, broker, or other holder of record to be able to vote at the Annual Meeting.

VOTING REQUIREMENTS AND PROCEDURES

The Company’s Amended and Restated Bylaws (the “Bylaws”) provide that a majority of the shares of common stock entitled to be cast and held by holders of the outstanding shares of common stock entitled to vote constitutes a quorum at a meeting of shareholders. Our Bylaws require that directors be elected by a majority of the votes cast unless the election is contested. A majority of votes cast means that the number of shares voted for a director exceeds the number of votes cast against the director. In a contested election, where the number of nominees for director exceeds the number of directors to be elected, directors are elected by a plurality of the votes cast. Each of Proposal 2 (Ratification of Appointment of Independent Auditor) and Proposal 3 (Say-on-Pay) will be approved if votes cast for the proposal exceed the votes cast against the proposal.

If you hold your shares in street name and you do not provide your broker with timely voting instructions, New York Stock Exchange (NYSE) rules permit brokerage firms to vote at their discretion on certain “routine” matters. At this meeting, the only routine matter is the ratification of our independent auditor (Proposal 2). Brokerage firms may not vote without instructions from you on the other proposals. Without your voting instructions on items that require them, a “broker non-vote” will occur. Abstentions and broker non-votes will be considered present for purposes of constituting a quorum but will have no effect under Florida law with respect to the votes on the proposals.

If you hold your shares in street name and have questions or concerns about your proxy card, you are strongly encouraged to contact your bank, broker or other holder of record through which you hold the Company’s common stock.

VOTING SECURITIES

The Board has fixed the close of business on February 27, 2015 as the record date for determining the holders of its common stock entitled to receive notice of, and to vote at, the Annual Meeting. At the close of business on February 27, 2015, there were issued and outstanding 3,180,300 shares of the Company’s common stock entitled to vote at the Annual Meeting held by approximately 413 registered holders. You are entitled to one vote upon each matter properly submitted at the Annual Meeting for each share of common stock held on the record date. Shareholders may not cumulate their votes in the election of directors.

PURPOSE OF MEETING

The Company anticipates that its shareholders will act upon the following business at the meeting:

PROPOSAL 1: ELECTION OF DIRECTORS

The directors nominated for election at the Annual Meeting are Donald F. Glisson, Jr. and John P. Sullivan in Class 3. Each nominee is an incumbent director who was recommended by the Nominating and Corporate Governance Committee and nominated by the Board. If elected, each nominee will serve on the Board until our 2016 Annual Meeting of Shareholders and until his successor shall have been elected and qualified, or until his prior death, resignation, retirement, disqualification, or removal from office. Although there are currently directorship vacancies on the Board, proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. The Nominating and Corporate Governance Committee is currently evaluating how to fill the existing vacancies on the Board.

The Bylaws require that each director be elected by a majority of the votes cast with respect to such director unless the election is contested. In a contested election, where the number of nominees for director exceeds the number of directors to be elected, directors are elected by a plurality of the votes cast. If an incumbent director in an uncontested election does not receive a majority of votes cast for his election, the director is required to promptly submit an irrevocable letter of resignation to the Board. Within 90 days of the certification of the election results, the Board must accept the resignation.

The Board is comprised of individuals with a variety of complementary skills derived from their diverse backgrounds and experiences. All of the Company’s directors share an ability to make independent analytical inquiries, and the overall composition of the Board demonstrates a balance of diversity, including with respect to perspectives, backgrounds, professional experiences, differences in viewpoint, education, skills, age and national origin. Certain information with respect to each of the Company’s directors, including the nominees for director in Class 3, is provided below. Except as otherwise indicated, each person has been or was engaged in his present or last principal occupation, in the same or a similar position, for more than five years.

CLASS 3 DIRECTORS—Term expires at the 2015 Annual Meeting of Shareholders

CLASS 1 DIRECTORS—Term expires at the 2016 Annual Meeting of Shareholders

CLASS 2 DIRECTORS— Term expires at the 2016 Annual Meeting of Shareholders

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NOMINEE.

BOARD OF DIRECTORS, GOVERNANCE AND COMMITTEES

Board of Directors.   Eight directors currently serve on the Board. Information regarding each of our Class 3 director nominees, along with our Class 1 and Class 2 directors, is provided under “Proposal 1: Election of Directors” above. In accordance with the Company’s Bylaws, the Board has established the size of the Board as 12 directors, and is currently evaluating how to fill the existing vacancies. All directors of the Company also currently serve on the board of directors of the Bank.

The Company’s directors are currently divided into three classes. However, the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles”), provide for a phased-in declassification of the Board and the annual election of directors. The term of office for those nominees elected as Class 3 directors at this Annual Meeting is one year and will expire at the Annual Meeting of Shareholders in 2016. As of our 2016 Annual Meeting of Shareholders, the Board will no longer be divided into three classes and each director will be elected for a one-year term at the 2016 Annual Meeting and thereafter.

Corporate Governance.   The Board is committed to good business practices, transparency in financial reporting, the highest level of corporate governance and the highest ethical, moral and legal standards in the conduct of its business and operations. We believe that these standards form the basis for our reputation of integrity in the marketplace and are essential to our efficiency and continued overall success.

Communications with the Board of Directors.   The Board has established a process for shareholders to communicate with members of the Board. If you would like to contact the Board, you can do so by forwarding your concern, question or comment to the Company’s President and Chief Executive Officer, Kendall L. Spencer, at 100 North Laura Street, Jacksonville, Florida 32202, who will relay the information to the Board at or prior to the Board’s next meeting.

Independence.   The Board has determined that six of its eight members are independent as defined under the NASDAQ Marketplace Rules: Messrs. Delaney, Glisson, Goldstein, Greene, Sullivan and Winfield. Mr. Spencer is considered to be an “inside” director because of his employment as President and Chief Executive Officer of the Company and Chief Executive Officer of the Bank. Mr. Schwenck is not independent because of his past employment as President and Chief Executive Officer of the Company, and as Chief Executive Officer of the Bank, prior to his retirement in June 2012. He remains on the boards of directors of the Company and the Bank and is the Chairman of the Board of the Bank. The five other individuals who served on the Board in 2014, but who are not currently directors of the Company, were also independent under the NASDAQ Marketplace Rules: James M. Healey, William R. Klich, John W. Rose, Charles F. Spencer and Terrie G. Spiro. The independent directors of the Company hold executive sessions from time to time without the Chief Executive Officer or any other member of management present. In 2014, the independent directors held six executive sessions after Board meetings; two executive sessions after Audit Committee meetings; and one executive session after a Nominating and Corporate Governance Committee meeting.

Meetings.   During fiscal year 2014, the Board held eight regular meetings and one special meeting, and all directors attended at least 75% of the aggregate number of meetings of the Board and committees on which they served. Board members are encouraged, but not required, to attend the Annual Meeting, and all eight of the then-current Board members attended the Annual Meeting of Shareholders in 2014.

Committees.   The Board maintains an Audit Committee, an Organization and Compensation Committee, a Nominating and Corporate Governance Committee and an Executive Committee, which are described below. The

Board elects the members of these committees annually, and membership may change throughout the year based on varying circumstances at the discretion of the Board. In addition, the Chairman of the Board serves as an ex-officio member of all committees of the Board.

Audit Committee.   The Audit Committee is responsible for the matters set forth in its written charter, adopted by the Board, a copy of which is available on the Company’s website at www.jaxbank.com. The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities by reviewing the Company’s financial reports, systems of internal controls regarding finance, accounting, legal compliance and ethics, and evaluating the independence of the Company’s independent auditor. The Audit Committee held eight meetings in 2014. The current members of the Audit Committee are John A. Delaney, Donald F. Glisson, Jr. (ex-officio), A. Hugh Greene, John P. Sullivan (Chairman) and Gary L. Winfield, M.D. All members of the Audit Committee are independent as defined by rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the NASDAQ Marketplace Rules.

Audit Committee Pre-Approval Policies and Procedures. In accordance with the Sarbanes-Oxley Act of 2002, the Audit Committee is required to pre-approve all auditing services and permissible nonaudit services, including related fees and terms, to be performed for the Company by its independent auditor subject to the de minimus exceptions for nonaudit services described under the Exchange Act, which are approved by the Audit Committee prior to the completion of the audit. In 2014, the Audit Committee pre-approved all services performed for the Company by its independent auditor.

Audit Committee Financial Expert.   The Board of Directors has determined that John P. Sullivan is an audit committee financial expert. Mr. Sullivan is independent as defined by the NASDAQ Marketplace Rules and the rules promulgated under the Exchange Act.

Organization and Compensation Committee.   The Organization and Compensation Committee, the charter of which is available on the Company’s website at www.jaxbank.com, is responsible for oversight of compensation matters, employment issues and personnel policies. The Organization and Compensation Committee’s primary responsibilities are to:

The Organization and Compensation Committee may retain one or more compensation consultants or other advisors to assist it with these duties and shall have available to it such support personnel, including management staff, outside auditors, attorneys and consultants as it deems necessary to discharge its responsibilities. In 2014, neither the Organization and Compensation Committee nor Company management engaged any compensation consultants.

The Organization and Compensation Committee held six meetings in 2014. The current members of the Organization and Compensation Committee are John A. Delaney, Donald F. Glisson, Jr. (ex-officio), Robert B. Goldstein, A. Hugh Greene and John P. Sullivan (Chairman), all of whom are independent as defined under the NASDAQ Marketplace Rules.

Consideration of the following year’s total compensation starts during the fourth quarter of each year. During the fourth quarter meetings, matters such as changes in the market data, plan philosophy and design, expected performance and historical performance are discussed. Final determinations of salaries and annual incentive targets are made at the Organization and Compensation Committee’s meeting in connection with the Board’s regular meeting

in January. At that meeting, the Organization and Compensation Committee is able to review prior year performance and the status of prior awards of long-term incentive compensation. The Organization and Compensation Committee has found that considering these matters in this manner allows it to not only factor in the prior year’s financial results and the next year’s operating plan, but also to better assess the prior year’s compensation. Occasionally, grants of long-term incentive compensation or changes in compensation are made at other meetings of the Organization and Compensation Committee.

The Company’s President and Chief Executive Officer is involved in making compensation recommendations for other executive officers, which are considered by the Organization and Compensation Committee.

Nominating and Corporate Governance Committee.   The Nominating and Corporate Governance Committee is responsible for formulating policies governing the Board and its committees as set out in its charter, a copy of which is available on the Company’s website at www.jaxbank.com. The responsibilities include:

The Nominating and Corporate Governance Committee held six meetings in 2014. The current members of the Nominating and Corporate Governance Committee are John A. Delaney (Chairman), Donald F. Glisson, Jr. (ex-officio), Robert B. Goldstein, A. Hugh Greene, John P. Sullivan and Gary L. Winfield, M.D., all of whom are independent as defined under the NASDAQ Marketplace Rules.

Executive Committee.   The Executive Committee is comprised of the chairperson of each committee of the Board and the Bank’s board of directors, along with the Chairman of the Board of both the Company’s and the Bank’s boards of directors. The Executive Committee was created to act on critical issues and to make emergency decisions between Board meetings, if necessary, and acts on behalf of the entire Board.

Director Nominations.   In the event of selecting a new director nominee, the Nominating and Corporate Governance Committee will develop a pool of potential director candidates for consideration based on each candidate’s business and professional experience, involvement in the community and understanding of the business and operations of the Company. Candidates must possess the skills and capacity necessary to provide strategic direction to the Company, be willing to represent the interests of all shareholders, be able to work in a collegial board environment and be available to devote the necessary time to the business of the Company. While the Board does not have a formal policy with respect to director diversity, it has a desire for an overall balance of diversity of perspectives, backgrounds and experiences. The Nominating and Corporate Governance Committee recognizes that a Board with a diverse set of skills, experiences, education and perspectives creates a governing body best suited to provide oversight of the long-term interests of the Company’s shareholders, employees and customers.

The Nominating and Corporate Governance Committee will consider candidates for Board seats who are recommended by the Company’s shareholders, but a formal policy has not been adopted with respect to consideration of such candidates because shareholder recommendations may be informally submitted and considered by the Nominating and Corporate Governance Committee under its charter. Under the Company’s Articles, notice of a proposed director nomination must be made (i) with respect to an election of directors to be held at an annual meeting, not less than 60 days nor more than 90 days prior to the anniversary of the last annual meeting (or if the date is changed by more than 20 days from such anniversary date, within ten days after the date the Company mails or otherwise gives notice of the date of such meeting), and (ii) with respect to an election to be held at a special meeting called for that purpose, not later than the close of business of the tenth day following the date on which notice of the meeting was first mailed to shareholders. The shareholder making the nomination must be entitled to vote in the election of directors and the nomination may only be made in a meeting of the Company’s shareholders called for the election of directors at which such nominator shareholder is present in person or by proxy. The notice of the proposed director nomination must state (1) the name, age, business address and, if known, residence address of each nominee proposed in such notice; (2) the principal occupation or employment of each such nominee during the past five years; (3) the number of shares of the Company’s common stock beneficially owned by such nominee; (4) the particular experience, qualifications, attributes or skills that qualify each such nominee to serve as a director of the

Company; (5) whether each such nominee has ever been at any time a director, officer or beneficial owner of 5% or more of any class of capital stock, partnership interests or other equity interest of any person and, if so, a description thereof; (6) any directorships or similar positions held by such nominee in the last five years in any person with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or of a registered investment company; (7) whether, in the last ten years, each such nominee has been convicted in a criminal proceeding or has been subject to a judgment, order, finding or decree of any federal, state or other governmental, regulatory or self-regulatory entity, concerning any violation of federal, state or other law, or any administrative proceeding or proceeding in bankruptcy, in order to evaluate the ability or integrity of the nominee; (8) the name and address of the nominator and the number of shares of our common stock held by the nominator, and a written confirmation that the nominator is and will remain a shareholder of the Company through the meeting; (9) a representation that the nominator intends to appear in person or by proxy at the meeting to make such nomination; (10) full disclosure of the existence and terms of all agreements and understandings between the nominator or any other person and the nominee with respect to the nominee’s nomination, or possible election and service to the Board, or a confirmation that there are no such arrangements or understandings; (11) the written consent of each such nominee to serve as a director, if elected; and (12) any other information reasonably requested by the Company. Any notices of proposed director nominations should be sent to the President and Chief Executive Officer, Kendall L. Spencer, Jacksonville Bancorp, Inc., 100 North Laura Street, Jacksonville, Florida 32202. Directors should possess qualities such as understanding the business and operations of the Bank and corporate governance principles.

Board Leadership Structure and Role in Risk Oversight.   With respect to the roles of Chairman and Chief Executive Officer, the Board exercises its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. The Board believes it is beneficial to the Company’s shareholders to separate these positions and has designated Donald F. Glisson, Jr. as Chairman of the Board and Kendall L. Spencer as President and Chief Executive Officer. While the Board believes that the Chief Executive Officer should be a member of the Board, the Board considers it advantageous to independence, perspective, oversight and objectivity to have a separate, independent board member to serve as Chairman of the Board. The roles have been separated since the inception of the Company in 1999, and the Company has been well served by this leadership structure. The Board believes this arrangement conforms to industry best practices but may reconsider this leadership structure from time to time based on then-current circumstances.

The Board has oversight responsibility with respect to the Company’s risk management processes. This includes understanding the Company’s philosophy and strategy towards risk management and mitigation. The Board regularly reviews information regarding the Company’s financial, credit, liquidity, operational, legal, regulatory, compliance, reputational and strategic risks based on reports from management. The Audit Committee is primarily responsible for overseeing the process by which risks are managed. This includes determining that management has established effective risk management practices to identify, assess, and manage the organization’s most significant risk exposures. Management routinely reports to the Audit Committee on risk management processes and the risk identification and evaluation results. In addition, because our operations are conducted primarily through the Bank, we maintain an asset liability committee of the Bank’s board of directors as well as an asset liability committee at the Bank management level (together, the “ALCO Committees”). The ALCO Committees are charged with monitoring our liquidity and funds position and regularly review the rate sensitivity position; loans-to-deposits ratios; and average maturities for certain categories of liabilities. The ALCO Committee of the Bank’s board of directors reports to the Bank’s board at least quarterly and otherwise, as needed. The Bank’s Loan Committee also assists the board with enterprise risk management. The Loan Committee is primarily responsible for the identification and management of credit risk.

EXECUTIVE OFFICERS OF THE COMPANY

The Company’s executive officers, other than Kendall Spencer who also serves as a director, are listed below. Each officer is elected by the Board annually and holds office for the term set forth in the officer’s written employment agreement or until the officer’s successor has been elected and qualified.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth for the fiscal years ended December 31, 2014 and December 31, 2013 the compensation paid or accrued for services in all capacities to the Company’s Chief Executive Officer and the two other most highly compensated officers in 2014 (collectively, the “named executive officers”).

No bonuses were awarded to the named executive officers in 2013 or 2014. In October 2013, (i) Mr. Hall was granted options to purchase 15,000 shares of common stock, and (ii) Ms. Kendall was granted options to purchase 10,000 shares of common stock. These options have an exercise price of $10.20 per share, and vest in equal annual increments of 25% over a four-year period beginning on the first anniversary of the grant date. In December 2013, Mr. Spencer was granted options to purchase 30,000 shares of common stock at an exercise price of $13.00 per share, which options vest in equal annual increments of 33 1/3% over a three-year period beginning on the first anniversary of the grant date. Please see “Outstanding Equity Awards at Year End” for more information regarding these awards. No options were awarded to the named executive officers in 2014.

All common stock and nonvoting common stock share amounts in this Proxy Statement have been retrospectively adjusted, as applicable, to reflect the 1-for-20 reverse stock split that was effective on October 24, 2013.

OUTSTANDING EQUITY AWARDS AT YEAR END

The following table details all outstanding equity grants for the named executive officers as of December 31, 2014:

OPTION EXERCISES AND STOCK VESTING

There were no option exercises by executive officers in the last fiscal year, and no executive officers have been granted or hold restricted stock.

RETIREMENT AND PENSION BENEFITS

The Company does not offer a retirement plan for executive officers or other employees, but does offer participation in the Jacksonville Bancorp, Inc. 401(k) Plan (the “Plan”) to all employees, including executive officers. The Plan is a qualified retirement plan that was adopted to provide employees with the opportunity to save for retirement on a tax-advantaged basis. Employees may elect to contribute a portion of their compensation to the Plan after six months of full-time employment, and the Company may make a discretionary matching contribution to the Plan on their behalf equal to a uniform percentage of their salary deferrals. The Company determines the amount of the discretionary percentage each year. The participants under the Plan may elect to reduce their compensation by a specific percentage or dollar amount and have that amount contributed to the Plan as either a Pre-Tax 401(k) deferral or a Roth 401(k) deferral. The vesting schedule for profit sharing contributions covers a five-year period as follows:

EMPLOYMENT AGREEMENTS AND ARRANGEMENTS

The following information relates to employment agreements and arrangements between the Company and/or Bank and each of the named executive officers. Other than as described below, there are no potential payments to a named executive officer upon termination or a change in control.

Scott M. Hall. Under the Company’s and the Bank’s employment agreement with Scott M. Hall (as may be amended from time to time, the “Hall Agreement”), Mr. Hall currently earns a base salary of $210,000, which may be increased from time to time at the sole discretion of the Board, and he may earn an annual cash bonus of up to 33 1/3% of his base salary, which actual amount will be determined at the sole discretion of the Board. No bonus was awarded in 2014. Mr. Hall is entitled to participate in employee benefit plans in which the Company’s or the Bank’s executive officers are permitted to participate. He is also entitled to receive reimbursement for certain authorized expenses and paid vacation time pursuant to the Bank’s policy, and participates in and receives the benefits of any medical and health care benefit plans provided to Bank employees.

The Hall Agreement had an initial term of three years from May 13, 2009, and thereafter has been subject to automatic extension for additional one-year periods. During the term of the Hall Agreement and for a period of one year thereafter, Mr. Hall has agreed not to compete with the Bank or the Company within the Jacksonville metropolitan statistical area or in any county where the Bank has offices.

If Mr. Hall’s employment is terminated by the Company or the Bank without “cause” (as set forth in the Hall Agreement), if Mr. Hall terminates his employment for “good cause” (as set forth in the Hall Agreement) other than as a result of a “change in control” (as set forth in the Hall Agreement) or if he terminates his employment upon 30 days’ written notice, Mr. Hall will be entitled to receive his base salary for a period of one year following termination. In addition, any unvested portion of Mr. Hall’s October 2013 grant of options to purchase up to 15,000 shares of the Company’s common stock (the “Hall Options”) will become immediately vested if Mr. Hall’s employment is terminated by the Company or the Bank without “cause” or if Mr. Hall terminates his employment for “good cause” other than as a result of a change in control. If Mr. Hall’s employment is terminated by him for “good cause” as a result of a change in control that results in a change in Mr. Hall’s position or duties within one year of the change in control, Mr. Hall is entitled to receive his base salary for a period of 2.9 years following termination and any unvested portion of the Hall Options will become immediately vested; provided, that Mr. Hall agrees to a termination date up to 12 months following notice of his termination and agrees to provide transition services during such period, if requested by the Company or the Bank. If Mr. Hall’s employment is terminated by the Company or the Bank for “cause,” he is not entitled to any severance payment under the Hall Agreement.

Valerie A. Kendall. Under the Company’s and the Bank’s employment agreement with Valerie A. Kendall (as may be amended from time to time, the “Kendall Agreement”), Ms. Kendall currently earns a base salary of $200,000, which may be increased from time to time at the sole discretion of the Board, and she may earn an annual cash bonus of up to 33 1/3% of her base salary, which actual amount will be determined at the sole discretion of the Board. No bonus was awarded in 2014. Ms. Kendall is entitled to participate in employee benefit plans in which the Company’s or the Bank’s executive officers are permitted to participate. She is also entitled to receive reimbursement for certain authorized expenses and paid vacation time pursuant to the Bank’s policy, and participates in and receives the benefits of any medical and health care benefit plans provided to Bank employees.

The Kendall Agreement had an initial term of three years from May 13, 2009, and thereafter has been subject to automatic extension for additional one-year periods. During the term of the Kendall Agreement and for a period of one year thereafter, Ms. Kendall has agreed not to compete with the Bank or the Company within the Jacksonville metropolitan statistical area or in any county where the Bank has offices.

If Ms. Kendall’s employment is terminated by the Company or the Bank without “cause” (as set forth in the Kendall Agreement) or if Ms. Kendall terminates her employment for “good cause” (as set forth in the Kendall Agreement) other than as a result of a “change in control” (as set forth in the Kendall Agreement), Ms. Kendall will be entitled to receive her base salary for a period of one year following termination, and any unvested portion of Ms. Kendall’s October 2013 grant of options to purchase up to 10,000 shares of the Company’s common stock (the “Kendall Options”) will become immediately vested. If Ms. Kendall terminates her employment for “good cause” after a change in control that results in a change in Ms. Kendall’s position or duties within one year following the effective date of the change in control, Ms. Kendall will be entitled to receive her base salary for a period of 2.9 years following termination, and any unvested Kendall Options will become immediately vested; provided, that Ms. Kendall agrees to a termination date up to 12 months following notice of her termination and agrees to provide transition services during such period, if requested by the Company or the Bank. If Ms. Kendall’s employment is terminated by the Company or the Bank for “cause,” she is not entitled to any severance payment under the Kendall Agreement.

Kendall L. Spencer. Under the Company’s and the Bank’s employment agreement with Kendall L. Spencer (as may be amended from time to time, the “Spencer Agreement”), Mr. Spencer currently earns a base salary of $258,000, which may be increased from time to time at the sole discretion of the Board, and he may earn an annual cash bonus in the sole discretion of the Board. No bonus was awarded in 2014. Under the Spencer Agreement, the Bank agreed to grant to Mr. Spencer an option to purchase up to 30,000 shares of the Company’s common stock at an exercise price equal to the fair market value of the common stock (the “Spencer Options”). He is entitled to participate in employee benefit plans in which the Company’s or the Bank’s executive officers are permitted to participate. Mr. Spencer is also entitled to receive reimbursement for certain authorized expenses and paid vacation time pursuant to the Bank’s policy, and participates in and receives the benefits of any medical and health care benefit plans provided to Bank employees.

The Spencer Agreement had an initial term of one year beginning December 10, 2013, and thereafter has been subject to automatic extension for additional one-year periods. During the term of the Spencer Agreement and for a period of one year thereafter, Mr. Spencer has agreed not to compete with the Bank or the Company within the Jacksonville statistical metropolitan area.

If Mr. Spencer’s employment is terminated by the Company or the Bank without “cause” (as set forth in the Spencer Agreement), Mr. Spencer will be entitled to receive his base salary for a period of one year following termination, and any unvested portion of the Spencer Options will become immediately vested. If Mr. Spencer terminates his employment for “good cause” (as set forth in the Spencer Agreement) other than as a result of a “change in control” (as defined in the Spencer Agreement), Mr. Spencer will be entitled to receive his base salary for two months following termination and any unvested Spencer Options will become immediately vested. If Mr. Spencer’s employment is terminated as a result of a change in control, Mr. Spencer will be entitled to receive his base salary for a period of two years following termination, and any unvested Spencer Options will become immediately vested; provided, that Mr. Spencer agrees to a termination date up to 12 months following notice of his termination and agrees to provide transition services during such period, if requested by the Company or the Bank. If Mr. Spencer’s employment is terminated by the Company or the Bank for “cause,” Mr. Spencer is not entitled to any severance payment and under the agreement, there will be no accelerated vesting of the Spencer Options.

DIRECTOR COMPENSATION

Non-employee directors have agreed to a cash-only compensation plan for payment of director fees, payable quarterly at various rates for the preceding quarter, based on attendance at Board and committee meetings either in person or by telephone, except as set forth below.

For the year ended December 31, 2014, the standard components of non-employee compensation for Company directors were as follows:

For the year ended December 31, 2014, the standard components of non-employee director compensation for Bank directors were as follows:

The following table summarizes non-employee director compensation paid in 2014, except as set forth below:

EQUITY COMPENSATION PLANS INFORMATION

The following table sets forth the securities authorized for issuance under the Company’s equity incentive plans as of December 31, 2014:

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has granted loans to and accepted deposits from its executive officers, directors and their immediate family members in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other customers not related to the Company and which did not involve more than the normal risk of collectability or present other unfavorable features.

Insiders’ transactions with the Bank will be promptly and fully disclosed to the Board. Fees and payments to insiders will be appropriate based on the type, level, quality and value of goods or services the Bank is receiving. Fees and other payments will directly relate to, and be based solely upon, the fair value of goods or services received, compensation for goods or services that meet legitimate needs of the Bank, and be made only to service providers who have the necessary expertise to provide the services.

LINES OF CREDIT

On January 1, 2011, certain of the Company’s directors, and in some cases their affiliated entities or family members, participated in extending a line of credit to the Company in the aggregate amount of $2.0 million. Each such lender and the Company executed a loan agreement evidencing the line of credit, and the Company executed a revolving loan note in favor of each lender, forms of which documents have been filed with the Securities and Exchange Commission (the “SEC”). Interest on principal outstanding under the line of credit accrued at 8% per annum and was payable quarterly in arrears. To the extent that any line of credit was not fully drawn, a non-utilization fee was calculated and paid quarterly at an annual rate of 2% on the revolving loan commitment less the daily average principal amount outstanding. All amounts borrowed under the line of credit were due and payable by the Company by January 1, 2015, unless payable sooner pursuant to the provisions of the loan agreement. In connection with the Company’s December 2012 private placement, a portion of the Company’s debt outstanding under the line of credit was cancelled in consideration of the issuance of shares of Series A preferred stock in the private placement to certain holders of such debt. The remainder of this line of credit was paid down in October 2013 and no amounts were outstanding under the line of credit in 2014. Our directors and their related persons were paid an aggregate of $2,394 in non-utilization fees in 2014 in connection with this line of credit. More specific information about outstanding amounts under the line of credit in 2013 relating to our then-current directors and their related persons is provided below.

In September/October 2011, an additional line of credit in the aggregate of $2.0 million was extended to the Company by certain of the Company’s directors and, in some cases, their affiliated entities or family members. Each such lender and the Company executed a loan agreement evidencing the line of credit, and the Company executed a revolving loan note in favor of each lender, forms of which documents have been filed with the SEC. Interest on principal outstanding under the line of credit accrued at 8% per annum and was payable quarterly in arrears. To the extent that any line of credit was not fully drawn, a non-utilization fee was calculated and paid quarterly at an annual rate of 2% on the revolving loan commitment less the daily average principal amount outstanding. All amounts borrowed under the line of credit were due and payable by the Company by January 1, 2015, unless payable sooner pursuant to the provisions of the loan agreement. The terms of this additional line of credit were substantially the same as the January 2011 line of credit. In connection with the Company’s December 2012 private placement, a portion of the Company’s debt outstanding under the line of credit was cancelled in consideration of the issuance of shares of Series A preferred stock in the private placement to certain holders of such debt. The remainder of this line of credit was paid down in October 2013 and no amounts were outstanding under the line of credit in 2014. Our directors and their related persons were paid an aggregate of $1,197 in non-utilization fees in 2014 in connection with this line of credit. More specific information about outstanding amounts under the line of credit in 2013 relating to our then-current directors and their related persons is provided below.

PUBLIC OFFERING OF UNSUBSCRIBED SHARES

As previously disclosed, in September and October 2013, the Company completed the sale of $5 million in common stock, or 500,000 shares (post-split), to participating shareholders in the Company's rights offering and to purchasers in its public offering of the shares unsubscribed for in the rights offering. On October 4, 2013, Endeavour Regional Bank Opportunities Fund L.P. purchased 250,000 shares of common stock in the public offering of unsubscribed shares, for a total of $2,500,000. As a result of such purchase, Endeavour became a greater than 5% holder of the Company’s common stock.

CERTAIN DIRECTOR RELATIONSHIPS

Our directors, Robert B. Goldstein and John P. Sullivan, and our former director John W. Rose, are affiliates of CapGen Capital Group IV LP (“CapGen”), our largest shareholder, and may be deemed to beneficially own shares of Company stock owned by CapGen. See “Security Ownership of Directors and Officers and Certain Beneficial Owners” for more information about CapGen’s ownership of Company stock.

Donald F. Glisson, Jr., Chairman of the Board, served as the Company’s interim principal executive officer from June 2013 through December 2013. On September 26, 2013, the Board approved director fees payable to Mr. Glisson in the amount of $10,000 per month to be paid retroactively as of July 1, 2013, in consideration of Mr. Glisson’s then-current role as the interim principal executive officer of the Company. In conjunction with the appointment of Kendall L. Spencer as the Company’s new President and Chief Executive Officer in December 2013, Mr. Glisson was named Executive Chairman and in connection with such position, the Board approved director fees payable to Mr. Glisson in an aggregate amount of $10,000 per month. Effective September 1, 2014, the amount of director fees payable to Mr. Glisson was reduced to $2,500 per month.

AUDIT COMMITTEE REPORT

As set forth in its charter, the Audit Committee assists the Board by reviewing financial reports the Company provides to governmental bodies or the public, monitoring the adequacy of the Company’s internal controls regarding finance and accounting, reviewing the Company’s auditing, accounting, and financial reporting processes generally, and verifying the independence of the Company’s independent auditor. All auditors employed or engaged by the Company report directly to the Audit Committee. To fulfill its responsibilities, the Audit Committee recommends the selection of auditors, reviews an annual risk assessment to ensure sufficient audit coverage and reviews all reports of auditors and examiners, as well as management’s responses to such reports, to ensure the effectiveness of internal controls and the implementation of remedial action. The Audit Committee also recommends to the Board whether to include the audited financial statements in the Annual Report on Form 10-K.

In discharging its oversight responsibility as to the audit process, the Audit Committee obtained from the independent auditor a formal written statement describing their relationships with the Company that might bear on their independence, consistent with Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees; discussed with the auditor any relationships that may impact their objectivity and independence; considered whether the provision of nonaudit services was compatible with maintaining the auditor’s independence; and satisfied itself as to their independence. The Audit Committee also discussed with management and the independent auditor the quality and adequacy of the Company’s internal controls, and the accounting function’s organization, responsibilities, budget and staffing. The Audit Committee further reviewed with the independent auditor their audit plans, audit scope and identification of audit risks.

The Audit Committee discussed with the independent auditor all communications required by generally accepted auditing standards, including those described in Auditing Standard No. 16, Communications with Audit Committees, and with and without management present, discussed and reviewed the results of the independent auditor’s examination of the financial statements.

The Audit Committee reviewed and discussed the Company’s audited financial statements as of and for the year ended December 31, 2014 with management and the independent auditor. Management has the responsibility for preparation of the Company’s financial statements, and the independent auditor has the responsibility for examination of those statements. Based on this review and the discussions with management and the independent auditor, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for filing with the SEC.

The foregoing is submitted by the Audit Committee: John A. Delaney, Donald F. Glisson, Jr. (ex-officio), A. Hugh Greene, John P. Sullivan (Chairman) and Gary L. Winfield, M.D.

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS AND CERTAIN BENEFICIAL OWNERS

The following table indicates the common stock beneficially owned by each of the Company’s named executive officers and directors, by each person known by us to own beneficially more than 5% of the Company’s common stock, and by all of the Company’s executive officers and directors as a group. Unless otherwise noted, all shares are held directly by the beneficial owner listed and such person has the sole voting and investment power over such shares. Unless otherwise noted, all amounts are determined as of February 27, 2015 when there were 3,180,300 shares of common stock outstanding and 2,614,821 shares of nonvoting common stock outstanding (on a post-split basis).

*Less than 1%

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Exchange Act requires the Company’s executive officers and directors and any persons owning more than ten percent of a class of the Company’s stock to file certain reports on ownership and changes in ownership with the SEC. We believe that the Company’s executive officers, directors and ten percent shareholders filed on a timely basis all reports required by Section 16(a) of the Exchange Act relating to transactions in 2014 involving the Company’s equity securities beneficially owned by them, except for (i) one Form 4 filed by A. Hugh Greene reporting two transactions on an untimely basis, and (ii) one Form 3 and one Form 4 filed by Endeavour Regional Bank Opportunities Fund L.P. reporting four transactions on an untimely basis. In making this statement, we have relied upon examination of the copies of Forms 3, 4 and 5 provided to us and the written representations of the Company’s directors, officers and ten percent shareholders.

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

Crowe Horwath LLP, a registered public accounting firm that is independent of us, has been the Company’s independent auditor since 2004. Crowe Horwath LLP has been recommended by the Audit Committee and approved by the Board as the Company’s independent auditor for 2015. Ratification of the Company’s independent auditor is not required by the Company’s Bylaws or otherwise, but the Board has decided to seek such ratification as a matter of good corporate practice. If the selection of Crowe Horwath LLP is not ratified by the shareholders, the Audit Committee will consider the appointment of a different independent registered public accounting firm as the Company’s independent auditor.

Representatives of Crowe Horwath will be present at the Annual Meeting, will have an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THIS PROPOSAL 2.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents the fees paid to Crowe Horwath LLP for the fiscal years ended December 31, 2014 and 2013, all of which were pre-approved by the Audit Committee:

PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Company is seeking a non-binding advisory vote from our shareholders to approve the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the Section 14A of the Exchange Act. This proposal gives our shareholders an opportunity to express their views on the Company’s executive compensation.

The Company’s executive compensation programs are designed to attract, motivate and retain our executive officers, who are critical to our success. Under these programs, our named executive officers are rewarded for the achievement of our near-term and longer-term financial and strategic goals and for driving corporate financial performance and stability. The programs contain elements of cash and equity-based compensation and are designed to align the interests of our executives with those of our shareholders. Our executive compensation programs also incorporate a pay-for-performance philosophy that supports our business strategy and aligns the interests of our executives with our shareholders. The Board believes this link between compensation and the achievement of our near-term and longer-term business goals has helped our performance over time and does not encourage excessive risk-taking by management.

The Board invites you to review carefully the disclosure under “Executive Compensation” in this Proxy Statement, and cast a vote for or against the following advisory resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to SEC rules in this Proxy Statement, including the compensation tables and narrative discussion under “Executive Compensation,” is hereby APPROVED.”

Because your vote is advisory, it will not be binding upon the Board. However, our Organization and Compensation Committee and Board value the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for named executive officers. We include this shareholder advisory vote annually and the next such vote will occur at the 2016 Annual Meeting of Shareholders.

The Board of Directors recommends a vote “FOR” this proposal 3.

SHAREHOLDER PROPOSALS

Under the SEC’s rules, shareholders who wish to include a proposal in the Company’s Proxy Statement and form of proxy relating to the 2016 Annual Meeting of Shareholders should deliver a written copy of their proposal to the Company’s principal executive offices no later than November 25, 2015. Proposals must comply with the SEC proxy rules relating to shareholder proposals in order to be included in the Company’s proxy materials. Shareholders should refer to Rule 14a-8 of the Exchange Act, which sets standards for eligibility and specifies the types of proposals that are not appropriate for inclusion in the Proxy Statement. Proposals should be directed to Kendall L. Spencer, President and Chief Executive Officer, Jacksonville Bancorp, Inc., 100 North Laura Street, Jacksonville, Florida 32202. To nominate a director at the 2016 Annual Meeting or if you wish to bring any other matter before our 2016 Annual Meeting, you must be a shareholder and deliver written notice to our President and Chief Executive Officer no earlier than January 29, 2016 and no later than February 28, 2016. The specific requirements as to the written notice to be provided in connection with a director nominee or other shareholder proposal are described in our Articles. Also, the written notice requirements regarding shareholder recommendations for director nominees are summarized in the section of this Proxy Statement captioned “Board of Directors, Governance and Committees—Director Nominations.” The Company may solicit proxies in connection with next year’s Annual Meeting of Shareholders that confer discretionary authority to vote on any shareholder proposals of which the Company does not receive notice by February 8, 2016. A copy of our Articles has been filed with the SEC and will be furnished to shareholders without charge upon written request to the Corporate Secretary.

DELIVERY TO SHAREHOLDERS SHARING ADDRESS

We are providing to the Company’s shareholders a copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 simultaneously with delivery of this Proxy Statement. You may obtain additional copies of the Proxy Statement or Annual Report on Form 10-K filed with the SEC by writing to Corporate Secretary, Jacksonville Bancorp, Inc., 100 North Laura Street, Jacksonville, Florida 32202.

We are delivering only one Proxy Statement and Annual Report on Form 10-K to multiple shareholders sharing an address unless we have received contrary instructions from one or more of the shareholders. We will promptly deliver upon written or oral request a separate copy of this Proxy Statement or the Annual Report on Form 10-K to a shareholder at a shared address to which a single copy was sent. If you are a shareholder residing at a shared address and would like to request an additional copy of the Proxy Statement or Annual Report on Form 10-K now or with respect to future mailings, or to request to receive only one copy of the Proxy Statement or Annual Report on Form 10-K if you are currently receiving multiple copies, please send your request to the Corporate Secretary at the address noted above or call us at 904-421-3040.

OTHER MATTERS

As of the date of this Proxy Statement, the Board does not anticipate that other matters will be brought before the Annual Meeting. If, however, other matters are properly brought before the Annual Meeting, the persons appointed as proxies will have the discretion to vote or act thereon according to their best judgment.

COST OF SOLICITATION

We will bear the cost of solicitation of proxies, including expenses in connection with the preparation and mailing of this Proxy Statement. The Company will solicit primarily through the mail, and its officers, directors and employees may solicit by personal interview, telephone, facsimile or e-mail. These people will not receive additional compensation for such solicitations, but the Company may reimburse them for their reasonable out-of-pocket expenses.

Holders of common stock are requested to vote immediately by telephone, by Internet or by completing, signing and dating the accompanying proxy card and promptly returning it in the enclosed addressed, postage-paid envelope.

Kendall L. Spencer
President and Chief Executive Officer

March 24, 2015