James W. Haskins
About James W. Haskins
Chairman of the Board of Carter Bankshares, Inc. (CARE); attorney and principal at Young, Haskins, Mann, Gregory and Wall, P.C. Based in Martinsville, VA, age 84, director since 1982 (43 years of service), and appointed Chairman in 2017 after serving as Vice Chairman; core credentials include deep legal expertise and long-standing prominence in the company’s market area .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carter Bankshares, Inc. / Carter Bank & Trust | Chairman of the Board | 2017–present | Board leadership; oversees Executive & Governance Committee |
| Carter Bank & Trust | Vice Chairman of the Board | Prior to 2017 (date not specified) | Board leadership support |
| Mountain National Bank (merged into Carter Bank & Trust) | Director | 1996–2006 (merger date) | Community banking governance |
| Patrick Henry National Bank (merged into Carter Bank & Trust) | Director | 1982–2006 (merger date) | Community banking governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Young, Haskins, Mann, Gregory and Wall, P.C. | Attorney & Principal | Ongoing | Provides legal services to CARE/Bank; CARE paid $462,000 in legal fees to this firm in 2024 (related-party transaction) |
Board Governance
- Independence: Not independent; the Board designates a Lead Independent Director when the Chair is not independent (Lead Independent Director: Gregory W. Feldmann) .
- Committee assignments: Chair, Executive & Governance Committee; no other committee memberships disclosed for Haskins .
- Board leadership structure: Chair/CEO roles separated (Haskins as Chair; Litz H. Van Dyke as CEO) to enhance oversight; the Lead Independent Director responsibilities include executive sessions and liaison duties .
- Attendance and engagement: Board met 18 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting (May 22, 2024) .
- Committee activity: Audit Committee met 5 times; Nominating & Compensation met 11 times in 2024 .
- Section 16 compliance: Officers and directors complied with filing requirements in 2024 (late filings noted for certain executives; none for Haskins) .
Fixed Compensation
| Component | 2024 | 2025 (approved changes) |
|---|---|---|
| Annual cash retainer | $71,800 (Chairman of the Board) | $42,000 base annual cash retainer for directors; plus $33,000 Chairman retainer |
| Annual stock retainer (restricted stock) | $30,010 grant-date fair value (Jan 2, 2024) | $33,000 stock retainer, time-based restricted stock; number of shares set by 90-day average price methodology |
| Per-meeting fees | None | None |
| Committee chair fees | Not applicable to Haskins in 2024 (he is Board Chair; committee chairs elsewhere received $45,800 in 2024) | Chair retainers by committee: Audit $14,000; Nominating & Compensation $10,000; Investment/Interest Rate Risk $8,000; Credit Risk $8,000; Enterprise Risk Management $8,000 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual director restricted stock (time-based) | Jan 2, 2024 | 2,330 restricted shares held by each non-employee director as of Dec 31, 2024 | $30,010 grant-date fair value | One-year vest from grant date | Determined using 90-trading-day average price methodology |
No performance-conditioned director awards (e.g., PSUs/options) are disclosed for Haskins; director equity retainer is time-based restricted stock only .
Other Directorships & Interlocks
| Company | Public/Private | Role | Dates | Interlocks/Notes |
|---|---|---|---|---|
| Mountain National Bank | Bank (merged) | Director | 1996–2006 | Pre-merger director; no current public company boards disclosed |
| Patrick Henry National Bank | Bank (merged) | Director | 1982–2006 | Pre-merger director; no current public company boards disclosed |
Expertise & Qualifications
- Legal expertise and governance experience; long-standing market presence; former vice chair and current chair leadership experience .
- Board skills matrix indicates broad board expertise across governance, risk, and leadership; Haskins contributes legal/governance perspective within the Board’s skill mix .
Equity Ownership
| Item | As of | Amount | Notes |
|---|---|---|---|
| Total beneficial ownership (common stock) | Apr 4, 2025 | 65,651 shares | Less than 1% of shares outstanding (23,160,954) |
| Shares pledged as collateral | Apr 4, 2025 | 20,000 shares | Pledging is restricted by Insider Trading Policy except grandfathered arrangements |
| Unvested restricted stock (director retainer) | Dec 31, 2024 | 2,330 shares | Annual director restricted stock; one-year vest |
Governance Assessment
- Independence and leadership: Haskins serves as non-independent Chairman, with a designated Lead Independent Director to mitigate concentration of authority; structure provides separation of Chair/CEO roles and independent oversight mechanisms .
- Committee effectiveness: Chairs Executive & Governance Committee; Board/committee cadence indicates active oversight (18 Board meetings; Audit 5; Nominating & Compensation 11) with strong attendance .
- Compensation alignment: Director pay is modest and balanced between cash and time-based equity; no performance-linked director awards, limiting pay-for-performance signals at the board level .
- Related-party exposure: CARE/Bank paid $462,000 to Haskins’ law firm in 2024 under the company’s related party transaction policy overseen by the Audit Committee—this is a material ongoing relationship and a potential conflict of interest despite formal approval procedures .
- Hedging/pledging risk: Haskins has 20,000 shares pledged as collateral. The Insider Trading Policy restricts pledging (except grandfathered arrangements), but pledged ownership can undermine alignment and poses liquidity/forced-sale risks—this is a governance red flag .
- Shareholder sentiment: Say-on-pay received 86.1% approval in 2024, indicating general shareholder support for executive pay practices; board compensation is benchmarked against peers via independent consultant Pearl Meyer .
RED FLAGS
- Non-independent Chair with significant tenure (43 years), increasing dependence on Lead Independent Director for checks and balances .
- Related-party legal fees ($462,000) to the Chair’s firm—ongoing transaction requires stringent Audit Committee oversight and transparent disclosure .
- Pledged shares (20,000) despite policy restrictions, raising misalignment and potential forced-sale risk in stress scenarios .
Mitigants
- Formal related-party transaction review/approval process overseen by the Audit Committee; policy requires arm’s-length terms and periodic updates .
- Lead Independent Director role with defined responsibilities and multiple risk oversight committee roles; separation of Chair/CEO roles enhances oversight clarity .
- Strong board/committee cadence and attendance; directors broadly meet independence requirements (majority independent) .