Gregory W. Feldmann
About Gregory W. Feldmann
Lead Independent Director of Carter Bankshares, Inc. (CARE); independent director since 2017. Age 68 as of April 24, 2025. President and Founder of Skyline Capital Strategies, LLC since 2011; former President, CEO and Director of StellarOne Bank. Serves as Lead Independent Director due to extensive banking and executive experience, acting as liaison to independent directors and presiding over executive sessions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| StellarOne Bank | President, CEO & Director | — | Executive leadership and board experience in a public/community bank context |
| Carter Bankshares, Inc. | Independent Director | Since 2017 | Elevated to Lead Independent Director; multiple committee chair roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Skyline Capital Strategies, LLC | President & Founder | Since 2011 | Advisory in corporate finance, private equity, strategy, and M&A |
Board Governance
- Independence: YES; appointed Lead Independent Director because the Chairman is non-independent. Responsibilities include liaison to independent directors, presiding over executive sessions, and engaging consultants reporting to the Board.
- Committee assignments and roles:
- Nominating & Compensation Committee: Chair
- Investment/Interest Rate Risk Committee: Chair
- Enterprise Risk Management (ERM) Committee: Member
- Executive & Governance Committee: Member
- Risk oversight: As Lead Independent Director and ERM member, facilitates independent directors’ oversight of material risks and ERM framework.
- Attendance: Board held 18 regular meetings in 2024; each member attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting. The Nominating & Compensation Committee met 11 times in 2024.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 52,800 | 30,010 | 82,810 | Non-employee director; no per-meeting fees; annual cash retainer plus annual restricted stock grant |
Non-employee director compensation structure and updates:
- 2024 structure: Chairman cash retainer $71,800; committee chairs cash retainer $45,800; other non-employee directors $38,800; annual restricted stock grants of $30,000 with 1-year vest.
- 2025 approved changes: Annual cash retainer $42,000; annual stock retainer $33,000; chair premiums — Chairman $33,000; Audit Chair $14,000; Nominating & Compensation Chair $10,000; Investment/Interest Rate Risk Chair $8,000; Credit Risk Chair $8,000; ERM Chair $8,000.
Performance Compensation
- Annual director equity: Time-based restricted stock (no performance metrics), 1-year vest for director retainer grants.
- As of December 31, 2024, each non-employee director held 2,330 shares of restricted stock.
| Equity Element | Grant Value ($) | Vesting | Performance Metrics |
|---|---|---|---|
| Annual restricted stock (director retainer) | 30,000 (2024) | 1-year cliff vest | None disclosed for directors |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Mr. Feldmann in CARE’s proxy |
| Prior public company boards | Served as Director at StellarOne Bank (former). No other current public boards disclosed. |
| Interlocks/conflicts | No Feldmann-specific related-party transactions disclosed; Board policy requires Audit Committee review/approval of related party transactions; disclosed payments to Chairman Haskins’ law firm ($462,000 in 2024). |
Expertise & Qualifications
- Board skills matrix attributes for Feldmann include: Financial Reporting/Audit/Capital Planning; Leadership; Technology; Risk Management; Business Operations; Corporate Governance; Cybersecurity/Information Security.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Gregory W. Feldmann | 15,399 | * (not individually enumerated) | Beneficial ownership includes restricted stock not yet vested; Company had 23,160,954 shares outstanding (reference for 5% holders) |
- Shares pledged: None disclosed for Mr. Feldmann; pledge noted for Director Haskins (20,000 shares).
- Hedging/pledging policy: Prohibits short sales, margin trading, hedging, and pledging (except grandfathered arrangements).
Say-on-Pay & Shareholder Feedback
| Meeting Date | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| May 28, 2025 | Advisory vote on NEO compensation | 12,652,456 | 1,006,697 | 65,432 | 5,465,075 |
| May 22, 2024 | Advisory vote on NEO compensation | 11,055,873 | 1,789,635 | 191,100 | 5,974,730 |
Governance Assessment
- Strengths
- Lead Independent Director role with clear responsibilities; chairs key risk and compensation committees (Investment/Interest Rate Risk; Nominating & Compensation), and serves on ERM and Executive & Governance. Enhances independent oversight of management and risk.
- Director pay reviewed annually with independent consultant (Pearl Meyer) and benchmarked to peer medians; transparent retainer structure and vesting; no options used for directors.
- Strong engagement indicators: monthly Board cadence; full Board attendance at 2024 annual meeting; committee activity (Nominating & Compensation met 11x in 2024).
- Shareholder-aligned policies: hedging/pledging restrictions; clawbacks adopted for executive incentive pay (Dodd-Frank and supplemental policy).
- Alignment
- Holds 15,399 shares; directors and officers as a group held 503,994 shares (2.18%).
- RED FLAGS
- No Feldmann-specific conflicts or related-party transactions disclosed; Chairman is non-independent and his law firm received $462,000 in fees (Board policy governs related-party approvals).
- One director has pledged shares (Haskins); company policy generally prohibits pledging except grandfathered arrangements.
Overall, Feldmann’s governance profile indicates active, independent oversight with deep banking/risk expertise, key committee leadership, and structured director compensation using independent benchmarks—factors supportive of board effectiveness and investor confidence.