Litz H. Van Dyke
About Litz H. Van Dyke
Litz H. Van Dyke, 61, is CEO of Carter Bankshares, Inc. and Carter Bank & Trust, serving as CEO of the Bank since 2017 and CEO of the holding company since November 2020; he has been a director since 2017 and is not independent . Prior roles include Practice Manager at CCG Catalyst Consulting Group (2012–2016) and COO of StellarOne Corporation (2008–2012) . Company performance under his tenure shows 2024 net income of $24.5 million, EPS of $1.06, and cumulative TSR translating a 2020 $100 investment to $74.69 in 2024 versus peer TSR of $143.68, indicating underperformance vs. peers despite positive earnings trends . The company ties executive pay to EPS, ROAA, ROATCE, efficiency, and asset quality, with long-term incentives linked to TSR and peer-relative metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CCG Catalyst Consulting Group | Practice Manager | 2012–2016 | Led strategic advisory for banks; foundation for operational and risk discipline later applied at CARE . |
| StellarOne Corporation | Chief Operating Officer | 2008–2012 | Enterprise operations leadership across IT, risk, credit, and line-of-business execution . |
| Carter Bank & Trust | Executive Vice President | Jul 2016–2017 | Transitioned into senior leadership at Carter; precursor to CEO role . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in proxy | — | — | No current public company directorships or committee roles disclosed beyond CARE . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $612,513 | $644,618 | $676,847 (2024 SCT) / $678,038 (base rate table) |
| Car Allowance ($/month) | $700 | $700 | $700 |
| Perquisites & Other ($) | $46,274 | $43,149 | $44,813; includes medical $14,111, 401(k) match $13,800, car allowance $8,400, gross-ups $3,686 |
| CEO Pay Ratio | — | — | 22:1 (Median $59,782 vs CEO $1,307,901) |
Performance Compensation
Annual Incentive Plan Structure and 2024 Outcomes
| Participant | Target Bonus % of Base | Cash/Equity Mix | Non-Equity Plan Payout ($) 2024 | Discretionary Bonus ($) 2024 | Vesting of Equity Portion |
|---|---|---|---|---|---|
| CEO (Van Dyke) | 35% | ~70% cash / ~30% restricted stock | $237,313 | $90,623 | RS vests in 3 equal annual installments |
| Metric (2024) | Weight | Target | Actual | % Achieved | Discretionary Add | Total Payout vs Target |
|---|---|---|---|---|---|---|
| Core EPS | 25% | $0.83 | $1.05 | 30% | — | — |
| Core ROAA | 25% | 0.42% | 0.53% | 30% | — | — |
| Core ROATCE | 25% | 5.47% | 6.54% | 30% | — | — |
| Core Efficiency | 25% | 71.83% | 80.95% | 24% | — | — |
| Weighted Average Bonus Earned | — | — | — | 114% | 25% | 139% |
Notes: Discretion used due to reserve release and lower risk profile of largest NPL relationship; equity portion granted under Equity Plan with 3-year time vest .
Long-Term Incentive Program (LTIP)
| Award | Approval Date | Grant Date | Quantity | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Time-based Restricted Stock (2024 LTIP) | 12/14/2023 | 1/5/2024 | 6,012 shares | $77,495 | 5-year cliff on 1/5/2029 |
| Performance Units (2024–2026) | 12/14/2023 | 1/5/2024 | Target 14,028; Threshold 2,805; Max 15,430 | $180,821 | Earn 0–110% based on 4 metrics; payable in shares within 70 days after 12/31/2026 |
| 2024–2026 PU Performance Goals | Weight | Peer Percentile Threshold / Target / Stretch | Earned % at Threshold/Target/Stretch |
|---|---|---|---|
| ROAA | 25% | 54th / 67th / 74th | 80% / 100% / 110% |
| Core Efficiency Ratio | 25% | 54th / 67th / 74th | 80% / 100% / 110% |
| TSR | 25% | 54th / 67th / 74th | 80% / 100% / 110% |
| Non-Performing Assets Ratio | 25% | 54th / 67th / 74th | 80% / 100% / 110% |
| Prior LTIP (2022–2024) | Weight | Peer Percentile Threshold/Target/Stretch | Achieved | Result |
|---|---|---|---|---|
| ROAA | 33.3% | 40th / 50th / 55th | 24th percentile | 0% earned; forfeited |
| Core Efficiency | 33.3% | 40th / 50th / 55th | 18th percentile | 0% earned; forfeited |
| NPA Ratio | 33.4% | 40th / 50th / 55th | 0th percentile | 0% earned; forfeited |
Notes: Equity Plan authorizes multiple award types; recent practice emphasizes RS and PUs; options are not currently used .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 57,376 |
| Shares Outstanding (record date) | 23,160,954 |
| Ownership as % of Shares Outstanding | ~0.25% (57,376 / 23,160,954) |
| Unvested RS at 12/31/2024 | 1,419 (2/17/22; 3-year ratable), 6,373 (3/7/22; 5-year cliff), 4,682 (2/14/23; 3-year ratable), 6,012 (1/5/24; 5-year cliff) |
| Performance Units Outstanding | 2,805 threshold quantity for 2024 PUs (2024–2026); 2022 PUs forfeited |
| Shares Pledged as Collateral | None noted for Van Dyke; policy prohibits pledging except grandfathered arrangements (Chairman Haskins has 20,000 pledged) |
| Insider Trading Policy | Pre-clearance required; blackout windows; prohibits hedging/shorting/pledging (except grandfathered), event-specific blackouts |
| Ownership Guidelines | Not disclosed in proxy (no numerical multiple provided) |
Vesting cadence suggests limited near-term selling pressure from 2024 LTIP grants (5-year cliff to 2029) but ongoing three-year ratable vesting from 2023 grants creates periodic vesting liquidity; 2024 vested RS value realized was $63,003 on 4,564 shares for Van Dyke .
Employment Terms
| Term | Details |
|---|---|
| Agreement & Renewal | Amended and restated employment agreement; initial two-year term beginning 10/1/2017; auto-renews every two years; latest renewal 10/1/2023 . |
| Current Base | $678,038; Board discretion to increase . |
| Auto Allowance | $700 per month . |
| Severance (No CoC) | If terminated without cause or resigns for Good Reason: 18 months of salary paid monthly + 18 months health coverage, subject to release and restrictive covenants . |
| Severance (Within 2 yrs after CoC) | Lump sum 2.99x base salary + highest annual bonus from prior 3 years + 18 months health; “best net” 280G excise tax cutback applies . |
| Restrictive Covenants | Confidentiality, non-competition, non-piracy, non-solicitation . |
| Clawbacks | Dodd-Frank compliance clawback (Rule 10D-1/Nasdaq 5608) and supplemental clawback covering detrimental conduct for cash/equity awards . |
| Deferred Compensation | Did not participate in 2024; plan available; two NEOs participated (Bell, Kallsen) . |
| Perquisites & Tax Gross-Ups | Limited perqs (auto, relocation/legal as needed) with modest tax gross-ups; 2024 gross-up on car allowance $3,686 . |
Board Governance
- Director since 2017; not independent; serves as CEO and director (roles separated from Chairman) .
- Committee memberships: Investment/Interest Rate Risk and Credit Risk committees; not on Audit or Nominating & Compensation; ERM is mixed management/independent; Board meets monthly; 18 meetings in 2024; all directors met 75%+ attendance thresholds .
- Governance mitigants: Independent Chairman not required by policy, but CARE separates CEO/Chairman (Chairman Haskins), with a Lead Independent Director (Feldmann) overseeing independent sessions and risk-related oversight .
- Director fees: Executives do not receive separate director compensation; non-employee directors receive cash + restricted stock retainers .
Risk Indicators & Trading Signals
- Late Section 16 filings: Two transactions by Van Dyke in 2024 reported late on Form 4; monitor for process improvement in insider reporting .
- Discretionary bonuses: Committee added 25% discretionary bonus overlay for 2024 despite NPL impacts; indicates willingness to use discretion to offset idiosyncratic credit events—watch for repeat patterns as potential pay-for-performance drift .
- LTIP rigor: 2022 PUs forfeited entirely on ROAA, efficiency, and NPA peer metrics; 2024 PUs raise target to 67th percentile including TSR, increasing stretch to upper-tier performance—a constructive alignment shift .
- Hedging/pledging policy: Strong prohibitions reduce misalignment risks; no Van Dyke pledging disclosed .
Compensation Committee & Peer Benchmarking
- Independent Compensation Consultant: Pearl Meyer; 22-bank peer group around $2–$8.5B assets; CARE assets $4.5B vs peer median $4.6B (as of 12/31/2023) .
- Pay positioning: Committee targets near peer median; some cash/STI slightly below peer median but overall competitive .
- Say-on-Pay: 86.1% approval in 2024; annual vote cadence .
Performance Compensation Detail (Award Grants and Outstanding)
| Grant | Shares/Units | Market/Grant Value | Vesting Notes |
|---|---|---|---|
| RS 2/17/2022 | 1,419 | $24,960 market at 12/31/2024 | 3-year ratable; accelerations per plan . |
| RS 3/7/2022 (LTIP) | 6,373 | $112,101 market at 12/31/2024 | 5-year cliff to 3/7/2027 . |
| PUs 3/7/2022 | 2,213 | $38,927 market at 12/31/2024; forfeited Feb 2025 | 0% earned; forfeited . |
| RS 2/14/2023 | 4,682 | $82,356 market at 12/31/2024 | 3-year ratable . |
| RS 1/5/2024 (LTIP) | 6,012 | $77,495 grant FV; $105,751 market at 12/31/2024 | 5-year cliff to 1/5/2029 . |
| PUs 1/5/2024 | 2,805 threshold qty; 14,028 target; 15,430 max | $180,821 grant FV; $49,340 threshold market | Earn/pay within 70 days after 12/31/2026 . |
| RS Vesting 2024 | 4,564 shares | $63,003 value realized | Gross shares, pre tax withholding . |
Investment Implications
- Alignment improving via 2024 LTIP design with TSR and higher peer percentile targets; prior full PU forfeiture underscores increased rigor and execution risk on profitability/asset quality .
- Retention risk appears controlled: 2.99x CoC multiple and 18-month severance, plus 5-year cliff RS grants create meaningful unvested equity, reducing near-term selling pressure and encouraging tenure .
- Trading signals: Watch for scheduled RS vesting from 2023 grants (3-year ratable) and any material discretionary bonus overlays—these can affect insider selling windows and sentiment; pre-clearance/blackouts limit opportunistic trades, but late Form 4s in 2024 warrant monitoring .
- Governance: CEO is a director but not Chairman; presence of Lead Independent Director and independent committees mitigates dual-role concerns; compensation received strong say-on-pay support, though discretionary payouts should remain exception-based to preserve pay-for-performance integrity .