Elizabeth L. Walsh
About Elizabeth L. Walsh
Elizabeth L. Walsh (age 57) is an independent director of Carter Bankshares, Inc. (CARE) appointed in 2020, with five years of board tenure as of April 24, 2025. She is owner and managing member of Eliz, LLC (since 2023), a consulting practice in accounting, IT, data analytics, and real estate, and holds a Bachelor’s Degree in Accounting Information Systems from Virginia Tech. The Board has determined she qualifies as an “audit committee financial expert” under SEC rules and is an Independent Director under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Becker Professional Education | Curriculum Development (emerging technology) | 2018–2023 | Technology and accounting content development |
| American Institute of Certified Public Accountants | CPE course author | Not disclosed | Content development |
| Becker / Agate Publishing | Director of Knowledge Management | Not disclosed | Knowledge management leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eliz, LLC | Owner & Managing Member | Since 2023 | Consulting in accounting, IT, data analytics, real estate |
No other public company directorships are mentioned for Ms. Walsh in the proxy biography .
Board Governance
- Independence: Identified as an Independent Director under Nasdaq standards .
- Committees: Audit Committee (member; designated “audit committee financial expert”) and Enterprise Risk Management (ERM) Committee (member) .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting (Board met 18 times; Audit met five times) .
- Lead Independent Director: Gregory W. Feldmann serves as Lead Independent Director .
- 2025 Election Results (Shareholder Vote):
Candidate For Withhold Broker Non-Votes Elizabeth L. Walsh 13,227,869 496,716 5,465,075
Fixed Compensation
| Year | Annual Cash Retainer ($) | Notes |
|---|---|---|
| 2024 | 38,800 | Non-employee director cash retainer (no per-meeting fees) |
| 2025 | 42,000 | Increased per Board approval (Oct 2024) |
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 38,800 | 30,010 | 68,810 |
Director pay is set by the Nominating & Compensation Committee with advice from independent consultant Pearl Meyer; targeted to be competitive and near median of peers .
Performance Compensation
| Grant Date | Vehicle | Shares Granted | Grant-Date Fair Value ($) | Vesting Terms | Notes |
|---|---|---|---|---|---|
| Jan 2, 2024 | Time-based Restricted Stock | 2,330 | 30,010 | One-year vest date | Shares determined using 90-trading-day weighted average price |
| Performance Metrics Tied to Director Equity | Details |
|---|---|
| None disclosed | Annual director stock retainer is time-based RSU-equivalents; no PSUs or performance conditions disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Indicator |
|---|---|---|
| None disclosed | — | No public company boards disclosed for Ms. Walsh in the proxy |
Expertise & Qualifications
- Audit committee financial expert designation under SEC rules .
- Skills: Financial reporting/audit/capital planning, leadership, technology, cybersecurity, risk management, business operations, corporate governance (Board skills matrix) .
- Background: Accounting, technology, data analytics; knowledge management leadership .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Elizabeth L. Walsh | 40,182 | <1% (based on 23,160,954 shares) | Includes restricted shares; see below |
| Restricted Stock Held (12/31/2024) | 2,330 | — | Non-employee director restricted stock position |
| Indirect Ownership via Carriage Square, Ltd. | 4,769 | — | Shares over which Ms. Walsh shares voting/investment power due to ownership and officer/director roles at Carriage Square, Ltd. |
No pledging disclosure for Ms. Walsh; separate footnote indicates 20,000 shares pledged by Chairman Haskins (not Walsh) .
Governance Assessment
-
Strengths:
- Independent director with audit committee financial expert designation; serves on Audit and ERM committees—aligns with robust oversight of financial reporting and risk .
- Consistent engagement: ≥75% attendance in 2024; participated in Annual Meeting; Audit Committee met five times .
- Equity component in director pay (time-based restricted stock) supports alignment, with transparent grant methodology .
-
Watch Items:
- Indirect holdings via Carriage Square, Ltd. (4,769 shares) reflect shared control over some shares; monitor any related-party transactions, though none involving Ms. Walsh are disclosed .
- Board-level related-party payments: $462,000 paid in 2024 to law firm of Chairman Haskins—an overall governance red flag to monitor for independence at the board level (not involving Ms. Walsh) .
- Director equity awards are time-based (no performance conditions), limiting explicit pay-for-performance signals at the board level .
Compensation Structure Analysis
- Year-over-year changes:
- Cash retainer increased from $38,800 (2024) to $42,000 (2025) for non-chair directors; stock retainer increased from $30,000 (approved amount) to $33,000 (2025) .
- Structure and risk signals:
- Elimination of per-meeting fees; standardized annual retainers; chair premium tiers (Audit $14k; Nominating & Compensation $10k; Investment/Interest Rate Risk $8k; Credit Risk $8k; ERM $8k) .
- Use of independent consultant Pearl Meyer and peer benchmarking to target median pay mitigates pay inflation risk .
Say-on-Pay & Shareholder Feedback
| Proposal (2025) | For | Against | Abstain | Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 12,652,456 | 1,006,697 | 65,432 | 5,465,075 |
Related Party Transactions
- Policy: Audit Committee oversees related-party transaction approval per Item 404 of Regulation S-K; transactions must be arm’s length and in the Company’s best interests .
- 2024 disclosure: $462,000 paid to Young, Haskins, Mann, Gregory and Wall, P.C., where Chairman Haskins is an attorney/principal (board-level red flag; not involving Ms. Walsh) .
Committee Assignments, Chair Roles, and Expertise
| Committee | Role | Expertise Signal |
|---|---|---|
| Audit | Member; Audit Committee Financial Expert | Financial reporting/internal controls oversight |
| Enterprise Risk Management | Member | Board-level risk framework engagement |
Ms. Walsh is not disclosed as a committee chair .
Employment & Contracts
- No director-specific employment contract terms, severance, change-of-control, or clawback provisions disclosed for Ms. Walsh (director compensation covered via retainers and restricted stock) .
Performance & Track Record
- Director election support: 13,227,869 “For” votes in 2025; withholds 496,716; broker non-votes 5,465,075 .
- Audit Committee Report documents standard financial reporting oversight practices (independence of Crowe LLP, internal controls discussions) .
Other Director Policies
- Deferred Compensation: Directors could defer fees via the Bank’s Nonqualified Deferred Compensation Plan (since Jan 2022); none elected to participate for 2024 .
- Board meetings: Monthly cadence; 18 regular meetings in 2024 .
Equity Ownership & Alignment (Detailed)
| Component | Amount | Notes |
|---|---|---|
| Total beneficial shares | 40,182 | Includes restricted stock and indirect holdings |
| Restricted stock (12/31/2024) | 2,330 | Annual director grant; time-based vesting |
| Indirect holdings (Carriage Square, Ltd.) | 4,769 | Shared voting/investment power |
| % of outstanding | <1% | Based on 23,160,954 shares |
No hedging/pledging by Ms. Walsh is disclosed; pledging is disclosed for Chairman Haskins (20,000 shares) .
Governance Summary
- Overall: Ms. Walsh brings accounting and technology expertise with formal audit committee financial expert designation and participates actively on Audit and ERM committees—supportive of board effectiveness in oversight of financial reporting and enterprise risk .
- Alignment: Equity-based director retainer (time-based) and meaningful share ownership reinforce alignment, though absence of performance conditions is a weaker pay-for-performance signal for directors .
- Conflicts: No related-party transactions disclosed involving Ms. Walsh; monitor indirect holdings via Carriage Square, Ltd. and board-level legal services engagement with Chairman’s firm as ongoing governance risk factors .