Bradford Langs
About Bradford Langs
Bradford N. Langs, age 59, serves as President and Chief Strategy Officer (CSO) of Carter Bank & Trust and is an executive officer of Carter Bankshares, Inc. He joined the Bank in 2017 as EVP/CSO and has served as President & CSO since 2020 . In 2024, company EPS was $1.06 and net income was $24.5 million; cumulative TSR value of a $100 investment stood at $74.69 at year-end 2024, contextualizing incentive outcomes and pay-for-performance alignment . 2024 annual incentives paid at 114% of target on financial metrics, with an additional 25% discretionary overlay tied to credit/risk developments, while 2022-2024 PSUs paid 0% amid a large NPL drag—an important indicator of execution risk moderation and improved 2024 performance discipline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carter Bank & Trust | President & Chief Strategy Officer | 2020–present | Executive leadership of strategy; executive officer of Company |
| Carter Bank & Trust | EVP & Chief Strategy Officer | 2017–2019 | Enterprise strategy leadership |
| Coastal States Bank | Chief Risk Officer; Chief Credit Officer; Treasurer | 2009–2017 | Risk, credit and treasury leadership at prior bank |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed in the 2025 proxy for Mr. Langs |
Fixed Compensation
Base salary and cash/perquisite components (fiscal years):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $480,628 | $514,282 | $555,167 |
| Bonus – Discretionary ($) | — | $77,250 | $74,337 |
| All Other Compensation ($) | $42,713 | $45,001 | $47,325 |
| Total ($) | $873,219 | $636,533 | $1,026,011 |
Base salary progression and merit action:
| Year | Base Salary ($) | % Increase |
|---|---|---|
| 2023 | $515,000 | — |
| 2024 | $556,200 | 8.0% |
Perquisites detail (2024):
| Item | Amount ($) |
|---|---|
| Medical | $21,398 |
| 401(k) match | $13,800 |
| Disability insurance | $592 |
| Life insurance premiums | $2,982 |
| Car allowance | $6,000 |
| Tax gross-up (auto) | $2,553 |
| Total | $47,325 |
Performance Compensation
Annual Incentive Plan (AIP) structure and 2024 outcomes
- Target opportunity: 35% of base salary for President & CSO .
- Payout form: ~70% cash / ~30% time-vested restricted stock (3-year ratable) .
2024 AIP metrics and performance:
| Metric | Weight | Target | Actual/Result | Payout calibration | Notes |
|---|---|---|---|---|---|
| Core EPS | 25% | $0.83 | $1.05 | Contributed to 114% weighted payout | Non-GAAP definition per plan |
| Core ROAA | 25% | 0.42% | 0.53% | Contributed to 114% weighted payout | Non-GAAP per plan |
| Core ROATCE | 25% | 5.47% | 6.54% | Contributed to 114% weighted payout | Non-GAAP per plan |
| Core Efficiency | 25% | 71.83% | 80.95% | Contributed to 114% weighted payout | Non-GAAP per plan |
| Weighted payout (non-discretionary) | — | — | — | 114% of target | — |
| Discretionary overlay | — | — | — | +25% → 139% total | Related to reserve release/credit risk profile of largest NPL |
2024 AIP payout sizing (President & CSO):
| Payout Band | Amount ($) |
|---|---|
| Threshold | $38,934 |
| Target | $194,670 |
| Maximum | $233,604 |
| Actual Non-Discretionary (earned for 2024 performance) | $194,670 |
| Discretionary Bonus (additional paid) | $74,337 |
Say‑on‑pay support context: 86.1% approval in 2024; Committee considers feedback in setting pay .
Long‑Term Incentive Plan (LTIP)
Grant mix: 70% performance units (PSUs) + 30% time‑based RS (5‑year cliff), under the 2018 Omnibus Plan .
2024 PSU grant design (Performance Period 2024–2026):
| Goal | Weight | Threshold | Target | Stretch |
|---|---|---|---|---|
| ROAA (vs ABAQ peer percentile) | 25% | 54th pct → 80% earn | 67th pct → 100% | 74th pct → 110% |
| Core Efficiency Ratio (peer percentile) | 25% | 54th pct → 80% | 67th pct → 100% | 74th pct → 110% |
| TSR (peer percentile) | 25% | 54th pct → 80% | 67th pct → 100% | 74th pct → 110% |
| Non‑Performing Assets Ratio (peer percentile) | 25% | 54th pct → 80% | 67th pct → 100% | 74th pct → 110% |
2024 awards to Mr. Langs:
| Award | Grant Date | Quantity | Vesting/Payment | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Time‑based RS | 1/5/2024 | 3,596 shares | 5‑year cliff on 1/5/2029 | $46,352 |
| PSUs (2024–2026) | 1/5/2024 | Threshold 1,678; Target 8,391; Max 9,230 | Earned on performance; paid in shares within 70 days post 12/31/2026 | $108,160 |
Prior cycle performance (2012 PUs granted in 2022, perf. period 2022–2024):
| Goal (2022–2024) | Achieved Percentile | Earned % |
|---|---|---|
| ROAA | 24th | 0% |
| Core Efficiency | 18th | 0% |
| Non‑Performing Assets Ratio | 0th | 0% |
Result: 2022 PSU cycle paid 0% and units were forfeited in Feb 2025 .
Stock vested in 2024:
| Shares Vested | Value Realized ($) |
|---|---|
| 2,958 | $40,828 |
Equity Ownership & Alignment
Beneficial ownership (as of April 4, 2025):
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Bradford N. Langs | 25,895 | * (<1%) |
Outstanding equity awards (as of 12/31/2024) – Mr. Langs:
| Grant | Type | Unvested/Unearned Quantity | Market/Payout Value ($) | Vesting Terms |
|---|---|---|---|---|
| 2/17/2022 | Restricted Stock | 894 | $15,725 | 1/3 per year over 3 years |
| 3/7/2022 | Restricted Stock | 2,812 | $49,463 | 5‑year cliff on 3/7/2027 |
| 3/7/2022 | PSUs (2022–2024) | 976 (threshold placeholder at FYE) | $17,168 | Forfeited in Feb 2025 after 0% earn |
| 2/14/2023 | Restricted Stock | 3,236 | $56,921 | 1/3 per year over 3 years |
| 1/5/2024 | Restricted Stock | 3,596 | $63,254 | 5‑year cliff on 1/5/2029 |
| 1/5/2024 | PSUs (2024–2026) | 1,678 (threshold at FYE) | $29,516 | Earn based on 2024–2026 results |
Policies and alignment safeguards:
- Hedging, short sales, margin, and pledging prohibited (grandfathered pledges only) under Insider Trading Policy; no pledges disclosed for Mr. Langs (pledge noted only for Chairman Haskins) .
- Clawbacks: Dodd‑Frank restatement clawback plus supplemental policy covering detrimental conduct and broader incentive recoupment .
Insider reporting note: Two Form 4 transactions were reported late for Mr. Langs during 2024 .
Employment Terms
Employment agreement (amended and restated 11/20/2020; original term began 6/19/2017; auto‑renews annually):
| Term | Key Provision |
|---|---|
| Base salary | $556,200 (current; Board discretion for increases) |
| Auto allowance | $500/month |
| AIP eligibility | Annual plan participation; 35% target used for 2024 |
| Severance (no CoC) | 12 months base salary + 12 months health coverage upon termination without cause or for Good Reason (release required) |
| Severance (CoC, double‑trigger within 2 years) | 2× base salary (lump sum), highest annual bonus from prior 3 years (lump sum), + 18 months health coverage; “best net” 280G cutback applies |
| Restrictive covenants | Confidentiality, non‑competition, non‑piracy, non‑solicitation; required to receive severance (durations not specified in proxy) |
Illustrative potential payments (assumes event on 12/31/2024; stock $17.59):
| Scenario | Cash Severance ($) | Equity Vesting ($) | Health Care ($) | Total ($) |
|---|---|---|---|---|
| Death | — | 123,165 | — | 123,165 |
| Incapacity | — | 123,165 | — | 123,165 |
| Termination w/o Cause or for Good Reason (no CoC) | 556,200 | — | 21,398 | 577,598 |
| Termination w/o Cause or for Good Reason (within 2 yrs after CoC) | 1,381,407 | 40,680 | 32,097 | 1,454,184 |
| For Cause / w/o Good Reason | — | — | — | — |
| CoC (no termination) | — | 82,485 | — | 82,485 |
Compensation Structure Analysis
- Mix shift and leverage: 2024 pay featured higher non‑discretionary AIP payout (114% of target) plus a discretionary 25% overlay tied to specific credit developments; 70/30 cash‑stock split for AIP creates moderate near‑term vesting supply (3‑year RS) vs longer‑dated LTIP RS (5‑year cliff) and PSUs (3‑year) .
- Performance rigor: 2024 PSU hurdles raised to 67th/74th percentile targets for peer‑relative outcomes across ROAA, core efficiency, TSR, and NPAs—tightening alignment with upper‑tier performance; prior 2022 PSU tranche forfeited at 0% highlighting real downside when metrics miss .
- Peer benchmarking: Compensation calibrated near peer median with Pearl Meyer; 22‑bank peer set by size/strategy; Committee adjusts annually .
- Governance safeguards: Hedging/pledging prohibitions, dual clawbacks, insider trading policy, and equity plan minimum vesting standards reduce misalignment risk .
Equity Ownership & Vesting Pressure Indicators
- Near‑term vesting: AIP RS from 2023 continues to vest ratably; 2,958 shares vested in 2024 for Mr. Langs ($40,828 realized), implying ongoing tax‑withholding and potential minor liquidity events, though no option overhang exists (no options outstanding) .
- Medium‑term supply: 5‑year cliff RS tranches from 2022 and 2024 concentrate vesting in 2027 and 2029, respectively; 2024–2026 PSUs settle within 70 days post‑period if earned, creating a 1Q 2027 focal point for potential share delivery .
- Pledging/hedging: Prohibited (grandfathered pledges only); no pledge disclosed for Mr. Langs—reducing forced‑sale risk .
Performance & Track Record Highlights
- Pay vs performance: Over 2020–2024, CAP (Compensation Actually Paid) tracked TSR, EPS, and net income trends; 2024 TSR value of $74.69 (from $100 base), EPS of $1.06, and net income of $24.5 million reflect improved performance post‑2023 credit issues .
- 2024 execution: Exceeded targets on core EPS, ROAA, and ROATCE; exercised discretion related to reserve release and risk profile improvements of the largest NPL relationship, lifting total AIP payout to 139% .
- 2022–2024 miss: PSU metrics fell below threshold across ROAA, core efficiency, and NPA ratio (0% payout), evidencing prior‑period credit/efficiency headwinds .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 86.1% in favor; Committee uses feedback in annual design decisions .
Risk Indicators & Red Flags
- Form 4 reporting timeliness: Two late Form 4s for Mr. Langs in 2024 (administrative process improvement opportunity) .
- Equity award outcomes: 0% earn on 2022 PSU cycle highlights sensitivity to asset quality/efficiency; 2024 PSU design embeds higher peer‑relative thresholds to reinforce discipline .
- Hedging/pledging/derivatives: Prohibited under Insider Trading Policy, mitigating misalignment risk .
Compensation Peer Group (Design Context)
- Peer set: 22 regional banks (~$2.0–$8.5B assets) with Pearl Meyer advising; Company assets $4.5B vs peer median $4.6B (as of 12/31/2023) .
- Targeting: Programs calibrated near median with selective variances; 2024 LTIP increased emphasis on relative performance .
Expertise & Qualifications
- Functional depth: Strategy leadership since 2017; prior CRO/CCO/Treasurer roles denote comprehensive risk/credit/treasury background in banking .
- Executive tenure: With Carter since 2017; President & CSO since 2020 .
Investment Implications
- Alignment: Elevated 2024 PSU rigor (67th/74th percentile hurdles) and clawback/hedging limits support strong alignment; 70/30 AIP cash/stock mix plus 3‑year RS vesting spreads insider supply over time .
- Retention: Employment agreement provides 12‑month severance (no CoC) and 2× base + highest bonus (CoC double‑trigger), competitive but not excessive; medium‑term retention reinforced by 2027/2029 cliff RS and 2027 PSU settlement .
- Execution risk: Prior PSU forfeiture (2022–2024) underscores sensitivity to asset quality and efficiency; 2024 AIP payout (with discretion tied to NPL developments) suggests near‑term performance momentum but continued need for sustained credit/efficiency execution into the 2024–2026 PSU window .
- Trading signals: No pledging and staggered RS/PSU timelines reduce forced‑sale risk; watch Q1 2027 for PSU settlement and 2027/2029 cliff vests as potential supply inflection points, and monitor insider Form 4 cadence given previous late filings .