Loran Adams
About Loran Adams
A. Loran Adams, age 64, serves as Executive Vice President and Director of Regulatory Risk Management at Carter Bank & Trust (subsidiary of Carter Bankshares, Inc.)—a role he has held since 2018 after joining the bank in 2017 as Senior Vice President and Director of Regulatory Risk Management; previously, he was Director of Internal Audit at Georgia Bank & Trust (2011–2016) . Investor materials list Adams with 42 years of industry experience and 8 years at the Bank as of mid/late 2025, underscoring deep regulatory and risk oversight tenure . Company performance context during the last five fiscal years shows TSR headwinds but positive earnings in 2023–2024 (EPS $1.00 in 2023, $1.06 in 2024), with an internal pay-versus-performance table benchmarking TSR, peer TSR, net income, and EPS trends . As of Q2/Q3 2025, Carter operated with ~$4.8B in assets and ~$4.2B deposits, reflecting the operating scale and risk environment under which Adams leads regulatory risk management .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Carter Bank & Trust | EVP & Director of Regulatory Risk Management | 2018–Present | Leads regulatory risk management function for the bank . |
| Carter Bank & Trust | SVP & Director of Regulatory Risk Management | 2017–2018 | Led regulatory risk management prior to EVP promotion . |
| Georgia Bank & Trust | Director of Internal Audit | 2011–2016 | Led internal audit function . |
External Roles
No public company directorships or external board roles for Adams are disclosed in the executive officers section of the proxy statements reviewed .
Fixed Compensation
- Adams is an executive officer but is not listed as a Named Executive Officer (NEO); therefore, individual base salary, target bonus, and actual bonus amounts for Adams are not itemized in the Summary Compensation Table (which covers CEO and the four other NEOs) .
- The Company operates an Annual Incentive Plan (AIP) that covers executive officers; awards are based on annual performance measures with payouts generally 70% cash and 30% restricted stock (3-year ratable vesting), with target opportunities and measures set each year by the Compensation Committee (and CEO input for non-CEO participants) .
Performance Compensation
Long-Term Incentive Plan (LTIP) structure and metrics
| Component | Metric | Weighting | Targeting approach | Threshold – Target – Stretch | Vesting |
|---|---|---|---|---|---|
| Performance Units (2024 grant) | ROAA (vs. peer group) | 25% | Percentile vs peer group | 54th – 67th – 74th percentile maps to 80% – 100% – 110% payout | Earned over 3-year period ending 12/31/2026; paid in shares within 70 days after year-end if earned . |
| Performance Units (2024 grant) | Core Efficiency Ratio (vs. peer group) | 25% | Percentile vs peer group | 54th – 67th – 74th percentile maps to 80% – 100% – 110% | Same as above . |
| Performance Units (2024 grant) | TSR (vs. peer group) | 25% | Percentile vs peer group | 54th – 67th – 74th percentile maps to 80% – 100% – 110% | Same as above . |
| Performance Units (2024 grant) | Non-Performing Assets Ratio (vs. peer group) | 25% | Percentile vs peer group | 54th – 67th – 74th percentile maps to 80% – 100% – 110% | Same as above . |
| Time-based Restricted Stock (LTIP) | Retention | — | 5-year cliff vesting | — | Vests on 5th anniversary; subject to acceleration in certain cases . |
| Annual Incentive Plan (AIP) | Profitability, capital effectiveness, safety & soundness | Varies by year | Company budget/objective measures | 80%–120% payout range vs targets | Paid 70% cash / 30% restricted stock; RS vests over 3 years . |
- 2022 PU outcomes (performance period 2022–2024): ROAA, core efficiency ratio, and non-performing assets ratio were all below threshold percentiles; 2022 PU grants were forfeited in Feb 2025 upon certification—clear pay-for-performance outcome that curtails near-term insider equity supply from those awards .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership (individual) | Not individually disclosed for Adams; the “All Directors and Executive Officers as a Group (18 persons)” held 503,994 shares (2.18%) as of Apr 4, 2025; footnotes note the group includes shares held by A. Loran Adams and Jane Ann Davis . |
| Hedging/pledging | Insider Trading Policy prohibits short sales, margin accounts, pledging and hedging, except grandfathered pledges; designed to align insiders with shareholders . |
| Clawbacks | Dodd-Frank Clawback (Rule 10D-1; Nasdaq 5608) plus a Supplemental Clawback extending to broader executive management and covering detrimental conduct; recoupment applies to incentive comp under specified conditions . |
| Equity vehicles | Company has emphasized RS and PUs; has not granted stock options in recent years (none to NEOs in 2024), reducing levered risk-taking incentives vs options . |
| Vesting cadence and supply | AIP RS vests over 3 years; LTIP RS has 5-year cliff; PUs pay in shares after 3-year performance period if earned, which moderates near-term selling pressure . |
Employment Terms
- Individual employment agreement, severance, and change-of-control economics for Adams are not disclosed. The proxy details such terms for certain NEOs only (e.g., CEO and other NEOs), including 12–24 months salary multiples and health coverage, with double-trigger change-of-control features; those references do not enumerate Adams’s terms .
Performance & Track Record
Company-level performance context (relevant to incentive design and risk oversight environment):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – value of initial $100 | $45.52 | $65.35 | $70.44 | $63.56 | $74.69 |
| Peer Group TSR – $100 | $87.24 | $118.61 | $98.38 | $107.32 | $143.68 |
| Net Income (Loss) ($000s) | ($45,858) | $31,590 | $50,118 | $23,384 | $24,523 |
| EPS | ($1.74) | $1.19 | $2.03 | $1.00 | $1.06 |
Operating scale (2025): ~$4.8B assets; ~$4.2B deposits; diversified retail deposit base; expansion in NC; these dynamics frame the regulatory risk management priorities Adams oversees .
Additional incentive outcomes:
- 2022–2024 Performance Units paid 0% (forfeited) due to sub-threshold percentile performance on ROAA, core efficiency ratio, and NPA ratio, reflecting event-driven asset quality pressure and reinforcing pay-for-performance mechanics .
Investment Implications
- Alignment: The mix of multi-year PUs (peer-relative metrics across profitability/efficiency/asset quality/TSR), long cliff-vesting RS, robust anti-hedging/pledging policy, and dual clawbacks indicates strong long-term alignment and risk discipline for executive management, including Adams as an executive officer .
- Retention and supply overhang: Five-year cliff RS and three-year PU cycles create meaningful retention hooks and staggered equity delivery, which should dampen near-term insider selling pressure; 2022 PU forfeiture further reduces potential share supply from that grant cohort .
- Pay-for-performance signal: The zero payout on 2022 PUs following asset-quality challenges shows meaningful downside sensitivity in incentive outcomes—supportive of governance quality but also highlighting execution risk around credit normalization and efficiency targets that Adams’s risk function must navigate .
- Data gaps: As Adams is not a NEO, investors lack line-item visibility into his salary/bonus/equity grant amounts or individualized severance economics; monitoring future proxies and any Item 5.02 8-Ks is prudent for changes in role, compensation arrangements, or equity grants .
Bottom line: Governance structures and incentive design are shareholder-friendly with real downside for underperformance, and long-dated vesting supports retention. From a trading lens, the equity supply cadence appears controlled; incremental bullish signals would include improved peer-relative ROAA/efficiency and asset quality metrics that re-open PU payout potential in the 2024–2026 cycle .