Catharine L. Midkiff
About Catharine L. Midkiff
Independent director of Carter Bankshares, Inc. (CARE); age 65 as of April 24, 2025; director since 2018. Former GE Capital executive with 20+ years in risk management, operations, and finance across the U.S., Asia, and Europe; retired in 2017. Credentials include CPA, B.Comm (Finance & Accounting) from the University of Virginia, Six Sigma Master Black Belt, and specialty programs at Wharton (asset‑based finance) and the Commercial Finance Association. Designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Capital (General Electric Capital Corporation) | Executive roles in risk management, operations, finance across Asia, Europe, U.S. | >20 years; retired 2017 | Led multi‑regional risk/ops/finance functions; deep credit and process improvement expertise (Six Sigma). |
| General Electric entities (U.S., Japan, Korea, Thailand, Hong Kong) | Vice President and Director | Various years prior to GE Capital retirement | Cross‑border governance and operational leadership. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships or committee roles disclosed in CARE proxy biographies. |
Board Governance
- Independence: Listed as independent under Nasdaq/SEC standards.
- Committee assignments and chair roles:
- Audit Committee member; designated “audit committee financial expert.”
- Investment/Interest Rate Risk Committee chair.
- Credit Risk Committee member.
- Nominating & Compensation Committee member.
- Attendance and engagement: Board held 18 regular meetings in 2024; each member attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting.
- 2025 shareholder vote signal (director re‑election): For 13,233,479; Withhold 491,106; Broker non‑votes 5,465,075.
Fixed Compensation
| Year | Cash Retainer ($) | Equity Retainer ($) | Total ($) |
|---|---|---|---|
| 2023 | 42,300 | 30,016 | 72,316 |
| 2024 | 45,800 | 30,010 | 75,810 |
- 2025 Board‑approved schedule (baseline, applies to non‑employee directors): Annual cash retainer $42,000; annual stock retainer $33,000; committee chair retainers include Investment/Interest Rate Risk chair $8,000.
Performance Compensation
- Directors receive time‑based restricted stock as the annual stock retainer; grants have one‑year vest dates under the Equity Plan.
- As of December 31, 2024, each non‑employee director held 2,330 shares of restricted stock outstanding from the annual retainer (time‑based vesting).
- No performance‑based equity (e.g., PSUs) is granted to directors; those instruments apply to NEOs under the LTIP.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards | None disclosed for Midkiff. |
| Notable interlocks/conflicts | None disclosed for Midkiff. Board‑level related party: legal services paid to Chairman Haskins’ firm ($462,000 in 2024). |
Expertise & Qualifications
- CPA; Audit committee financial expert designation.
- Six Sigma Master Black Belt; process improvement and risk mitigation expertise.
- Global risk management, credit, and operations leadership at GE Capital and GE affiliates.
- Academic credentials: B.Comm (Finance & Accounting) – University of Virginia; specialty programs at Wharton and Commercial Finance Association.
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| April 4, 2025 | 19,054 | <1% | Includes restricted stock not yet vested. |
| April 5, 2024 | 17,227 | <1% | Includes restricted stock not yet vested. |
- Pledging/hedging: Company insider trading policy prohibits short sales, margin accounts, and pledging (except grandfathered arrangements). No pledging disclosed for Midkiff; pledging noted for Chairman Haskins (20,000 shares).
Governance Assessment
- Board effectiveness: Midkiff’s audit/credit/risk portfolio and “audit committee financial expert” status strengthen oversight across financial reporting, credit, and balance sheet interest‑rate risk; her global GE Capital background aligns with the Bank’s ERM focus.
- Independence and engagement: Independent, multi‑committee service, and ≥75% attendance in 2024; participated in Audit Committee (met 5 times) and Nominating & Compensation (met 11 times).
- Ownership alignment: Holds 19,054 shares (2025), receives annual restricted stock retainer with one‑year vesting; company policies restrict hedging/pledging—supporting alignment.
- Investor confidence signals: Strong 2025 re‑election support (13.23M “For”); Say‑on‑Pay passed (12.65M “For”).
- Potential red flags: None disclosed specific to Midkiff (no related party transactions or pledging). Board‑level related party payments to the Chairman’s law firm ($462,000 in 2024) and grandfathered pledging by Chairman may be noted by investors.
Overall, Midkiff presents as a technically strong, independent director with deep risk and audit credentials and meaningful committee leadership, with no direct conflicts disclosed and solid shareholder support—factors supportive of board credibility and investor confidence.