Jane Ann Davis
About Jane Ann Davis
Jane Ann Davis, 62, serves as Executive Vice President and Chief Administrative Officer (CAO) of Carter Bank & Trust and has held the CAO role since 2017; previously she served as Executive Vice President, Chief Financial Officer, and Chief Operating Officer of the Bank . She is a 41‑year veteran of the Bank as of Q3 2025, reflecting deep institutional knowledge and operational continuity . While the proxy does not disclose her personal performance scorecard, company-level results during 2024–2025 included deposit growth and capital return initiatives, providing context for pay-for-performance alignment and retention considerations .
Company context and recent performance indicators:
- Assets ~$4.8B; deposits ~$4.2B; loans ~$3.8B (as of 9/30/2025) .
- Deposit growth +3.1% vs Q3’24 (as of 9/30/2025) .
- 2025 buyback: 809,601 shares repurchased at ~$17.35 average; $14.0M total cost through 9/30/2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carter Bank & Trust | EVP, CFO and COO | Prior to 2017 | Senior finance/operations leadership prior to appointment as CAO, underpinning enterprise operations and administration . |
| Carter Bank & Trust | EVP, Chief Administrative Officer | 2017–present | Executive oversight of administrative functions during period of rebranding, market expansion, and balance sheet initiatives . |
External Roles
No public company directorships or external public roles are disclosed for Ms. Davis in the latest proxy/executive officer biographies .
Fixed Compensation
- Base salary: Not individually disclosed for Ms. Davis in the proxy’s Summary Compensation Table (she is an executive officer but not a named executive officer). Her employment agreement governs salary and standard benefits, with terms administered by the Board .
- Standard benefits: Eligibility for company health plans and other associate benefit programs consistent with executive officers .
Performance Compensation
Plan architecture and metrics (company-wide design covering executive officers; individual targets for CAO not disclosed):
-
Annual Incentive Plan (AIP)
- Coverage: Executive officers and selected EVPs (includes executive officers; table of listed targets covers CEO, President & CSO, CFO, COO, CCO) .
- Structure: Target bonus as % of salary; payouts 80%–120% of target based on performance .
- Metrics: Profitability, capital effectiveness, and safety & soundness; weightings set annually .
- Form of payment: ~70% cash / ~30% restricted stock with 3‑year ratable vesting .
-
Long‑Term Incentive Plan (LTIP) under the 2018 Omnibus Equity Plan
- Instruments: Time‑based restricted stock (30%) and performance units (PUs) (70%) for 2024 LTIP cohort .
- Vesting: LTIP restricted stock cliff‑vests at 5 years; PUs earned 0%–110% vs. 3‑year goals (ROAA, core efficiency ratio, TSR, non‑performing assets vs peers), paid in shares within ~70 days post‑period .
- Discipline: The 2022–2024 PU cycle paid 0% (forfeited) based on performance certification in Feb 2025, indicating outcome-based rigor .
Performance compensation design summary:
| Component | Metric/Design | Targeting/Weighting | Payout/Settlement | Vesting |
|---|---|---|---|---|
| AIP | Profitability, capital effectiveness, safety & soundness | Targets set annually; 80%–120% payout range | ~70% cash / ~30% restricted stock | RS: 3 annual installments |
| LTIP – Restricted Stock | Retention (time-based) | — | Shares | 5‑year cliff |
| LTIP – Performance Units | ROAA, core efficiency, TSR, NPA vs peers (3‑yr) | Earn 0%–110% of target | Shares within 70 days post‑period | Earned at end of 3‑yr period |
Insider share delivery/withholding mechanics: The company uses share withholding at vest for taxes (e.g., 70 shares withheld upon vest during Q3 2025), which can create incremental technical selling pressure around vest dates .
Equity Ownership & Alignment
- Beneficial ownership: Individual ownership for Ms. Davis is not separately itemized; directors and executive officers as a group (18 persons, inclusive of Ms. Davis and A. Loran Adams) held 503,994 shares (2.18%) as of April 4, 2025; PUs are excluded until within 60 days of exercisability .
- Hedging/pledging: Insider Trading Policy prohibits short sales, margin accounts, pledging (except grandfathered cases), and hedging/speculative transactions, reinforcing alignment with long‑term shareholders .
- Clawbacks: The company adopted a Dodd‑Frank compliant clawback effective Oct 2, 2023, and a Supplemental Clawback effective Mar 21, 2024, allowing recoupment for restatements and specified detrimental conduct (extends beyond executive officers) .
- Section 16(a) compliance: One late Form 4 was reported for Ms. Davis in 2024; management otherwise believes all required filings were made .
Ownership context:
| Holder | Shares | % Outstanding | As‑of |
|---|---|---|---|
| All Directors & Executive Officers as a Group (18 persons, includes Ms. Davis) | 503,994 | 2.18% | Apr 4, 2025 |
Policy alignment highlights:
- Hedging/pledging prohibited (grandfathered pledges excepted) .
- Dual clawbacks (Dodd‑Frank and supplemental) with restatement and conduct triggers .
Employment Terms
Ms. Davis’ amended and restated employment agreement (effective Nov 20, 2020) provides the following key economics and protections :
| Scenario | Cash Severance | Health Care Continuance | Bonus Component | Notes |
|---|---|---|---|---|
| Termination Without Cause or For Good Reason (not in connection with CoC) | 12 months of base salary, paid monthly (lump sum catch‑up at day 60) | 12 months employer‑portion premiums (or cash equivalent) | — | Release required; payments cease upon covenant breach |
| Termination Without Cause or For Good Reason within 2 Years Following a Change of Control | Lump sum equal to 24 months of base salary paid on day 60 | 18 months employer‑portion premiums (or cash equivalent) | Lump sum equal to 1× highest annual bonus in last 3 years (if any) | Release required; payments cease upon covenant breach |
| Restrictive Covenants | 12‑month non‑compete (25‑mile radius of HQ or 10‑mile of any branch), customer non‑piracy and employee non‑solicit for 12 months; confidentiality up to 5 years; whistleblower safe harbors |
Non‑compete scope underscores retention/transition protection: 12 months post‑employment, with geographic limits around HQ and branches, tailored to the banking footprint .
Performance & Track Record
Company TSR context (legacy 5‑year cumulative total return index from 2015–2020; for reference only):
| Index (Base = 100 at 12/31/2015) | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 |
|---|---|---|---|---|---|---|
| Carter Bankshares, Inc. | 100.00 | 100.73 | 133.02 | 113.69 | 179.78 | 81.83 |
| NASDAQ Composite | 100.00 | 108.87 | 141.13 | 137.12 | 187.44 | 271.64 |
| SNL Bank & Thrift | 100.00 | 126.25 | 148.45 | 123.32 | 166.67 | 144.61 |
Recent operating milestones relevant to leadership execution:
- 2024–2025: New brand identity rollout; market expansion; completion/onboarding of acquired NC branches; deposit growth; liquidity strength .
- Capital return: $20M repurchase authorization in May 2025 (effective to May 2026); 809,601 shares repurchased through 9/30/2025 at ~$17.35 weighted average .
Compensation Committee & Governance Notes
- Compensation oversight: Nominating and Compensation Committee administers AIP/LTIP; uses independent consultant and a peer group of financial institutions for market studies; say‑on‑pay held annually per 2023 shareholder preference .
- Committee members (2025 proxy): Gregory W. Feldmann (Chair), Kevin S. Bloomfield, Jacob A. Lutz III, E. Warren Matthews .
Risk Indicators & Red Flags
- Section 16(a): One late Form 4 reported for Ms. Davis in 2024 .
- Pledging/Hedging: Prohibited by policy (grandfathered arrangements excepted); reduces alignment risk associated with collateral pledging .
- Equity award rigor: 2022–2024 PUs paid 0% at certification in Feb 2025, demonstrating outcomes-based discipline .
Investment Implications
- Alignment and retention: The mix of at‑risk pay (AIP equity component; LTIP RS and PUs), 12‑month non‑compete, and robust clawbacks supports long‑term alignment and mitigates adverse behaviors; the CoC package (2× salary + 18 months health + 1× highest bonus) is moderate vs. market and structured with a double‑trigger, supporting retention through strategic events .
- Insider selling pressure: Regular 3‑year RS vesting (AIP) and 5‑year LTIP cliff‑vesting can create episodic share withholding/sales at vest dates (e.g., tax withholding), but scale appears modest relative to float and buyback capacity (e.g., 70 shares withheld in Q3’25; $20M repurchase program) .
- Execution risk: Ms. Davis’ 41‑year tenure and long service in finance/operations roles suggest low execution risk in administrative oversight; enterprise performance levers (deposit growth, brand and market expansion, and active capital return) set the operating backdrop for incentive outcomes . Discipline in LTIP outcomes (0% PU payout for 2022–24) indicates performance gating is meaningful .