Jacob A. Lutz, III
About Jacob A. Lutz, III
Jacob A. Lutz, III (age 69 as of April 24, 2025) is an independent director of Carter Bankshares, Inc. (CARE) appointed in 2022, with ~3 years of board tenure. He is a retired former partner of Troutman Pepper Locke LLP in Richmond, VA (served 1990–December 2021) and chaired the firm’s Financial Institution Practice for 20 years, advising banks on securities/capital markets, M&A, regulation and compliance; previously, he was an attorney at the FDIC in Washington, D.C. and Atlanta focused on supervisory/regulatory matters and failed bank M&A/asset dispositions. He holds a B.S. in Finance (Virginia Tech), J.D. (William & Mary Law School), and a certificate from Harvard Law School’s Program of Instruction for Lawyers .
Past Roles
| Organization | Role | Tenure | Geography | Committees/Impact |
|---|---|---|---|---|
| Troutman Pepper Locke LLP | Partner; Chair, Financial Institution Practice | 1990–Dec 2021 | Richmond, VA | Advised banks/financial services on securities, capital markets, M&A, regulation/compliance, community banking |
| Federal Deposit Insurance Corporation (FDIC) | Attorney | Not disclosed (prior to law firm) | Washington, D.C. HQ; Atlanta regional office | Supervisory/regulatory matters; failed bank M&A and asset disposition |
External Roles
| Organization | Role | Start/End | Notes |
|---|---|---|---|
| Troutman Pepper Locke LLP | Chair, Financial Institution Practice | 20 years (firm-wide) | Focused on banks and financial service companies |
Board Governance
- Committee assignments: Nominating & Compensation Committee member; Executive & Governance Committee Chair .
- Independence: Board-determined independent director under Nasdaq and SEC rules .
- Attendance: In 2024, Board held 18 regular meetings; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Nominating & Compensation Committee met 11 times in 2024 (all members independent during 2024) .
2025 Director Election Results (Confidence Signal)
| Proposal | For | Withhold | Broker Non-Votes |
|---|---|---|---|
| Elect Jacob A. Lutz, III | 12,927,624 | 796,961 | 5,465,075 |
Fixed Compensation
2024 Director Compensation (Non-Employee)
| Director | Cash Retainer ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jacob A. Lutz, III | 45,800 | 30,010 (restricted stock grant-date fair value) | 75,810 |
- 2024 annual stock retainer paid as restricted stock granted January 2, 2024, using 90-trading day look-back pricing; each non-employee director held 2,330 restricted shares as of December 31, 2024 .
2025 Director Retainer Structure
| Component | Amount ($) |
|---|---|
| Annual Cash Retainer | 42,000 |
| Annual Stock Retainer | 33,000 |
| Chair Retainers – Audit | 14,000 |
| Chair Retainers – Nominating & Compensation | 10,000 |
| Chair Retainers – Investment/Interest Rate Risk | 8,000 |
| Chair Retainers – Credit Risk | 8,000 |
| Chair Retainers – Enterprise Risk Management | 8,000 |
- No per-meeting fees; cash paid monthly; director compensation benchmarked by independent consultant Pearl Meyer to peer median .
Performance Compensation
| Grant Date | Instrument | Shares | Vesting Terms |
|---|---|---|---|
| Jan 2, 2024 | Restricted Stock (annual stock retainer) | Included in each director’s 2,330 restricted shares outstanding at 12/31/24 | One-year vesting; time-based under Equity Plan |
- No performance-based equity or options for directors disclosed; stock options not used in recent years .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | Proxy biography for Mr. Lutz does not list other public company directorships . |
| Interlocks/Related parties | Related-party legal services were paid to the firm of Chairman James W. Haskins ($462,000 in 2024); overseen by Audit Committee policy—no involvement by Mr. Lutz disclosed . |
Expertise & Qualifications
- 40+ years legal/regulatory expertise in banking, spanning management of legal, credit, regulatory, strategic, operational, and compliance risk .
- Deep experience advising banks on securities/capital markets, M&A, regulation/compliance, community banking .
- Prior governmental experience at FDIC in supervisory/regulatory and failed bank resolution work .
- Education: B.S. Finance (Virginia Tech), J.D. (William & Mary), Harvard Law Program of Instruction for Lawyers certificate .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Jacob A. Lutz, III | 17,888 | <1% (per proxy “*”) |
- Beneficial ownership includes restricted stock not yet vested; excludes performance units .
- Insider Trading Policy prohibits short sales, margin accounts, pledging, and hedging (grandfathered pledges excepted); no pledges disclosed for Mr. Lutz in the ownership table (Haskins disclosed 20,000 pledged) .
Governance Assessment
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Positive signals:
- Independent director with specialized bank regulatory/M&A legal expertise; member of Nominating & Compensation and chair of Executive & Governance—positions central to board effectiveness .
- Strong attendance culture and active committees (Board: 18 meetings; Nominating & Compensation: 11 meetings; all directors ≥75% attendance; full annual meeting attendance) .
- Alignment via annual stock retainer and ownership; anti-hedging/pledging policy strengthens investor alignment .
- Shareholder support: 2025 re-election received 12.93M “For” vs. 0.80M “Withhold” .
-
Watch-items:
- Board-level related party payments to Chairman’s law firm (Audit Committee oversight in place); no red flags tied to Mr. Lutz specifically .
- Director compensation is primarily fixed cash + time-based equity; absence of performance-linked director equity is typical but provides limited direct pay-for-performance signaling .
-
Say‑on‑Pay (context): 2025 advisory vote passed (For: 12,652,456; Against: 1,006,697; Abstain: 65,432; Non‑votes: 5,465,075), indicating general shareholder support for compensation governance .