Matthew Speare
About Matthew Speare
Matthew M. Speare is Senior Executive Vice President and Chief Operations Officer (COO) at Carter Bankshares (CARE). He joined the Bank on July 3, 2017 as EVP and Chief Information Officer (CIO) after serving as EVP/CIO at Regions Bank (2013–2017). Age: 55 as of April 15, 2022. Tenure at CARE: since 2017. CARE discloses that executive compensation actually paid is generally aligned with cumulative TSR and earnings metrics over 2020–2023/2024; key performance measures tracked include EPS, ROAA, ROAE, efficiency ratio, and nonperforming assets to average assets ratio .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carter Bank & Trust | EVP & CIO | 2017–2022 | Technology leadership following hire in 2017; subsequently advanced to operations leadership . |
| Carter Bank & Trust | Senior EVP & COO | 2023–Present | Part of executive team credited with strong loan growth, expansion into high‑growth markets, and liquidity/deposit stability in 2023; AIP goals missed due to a single large NPL impact, but Board awarded discretionary bonuses for “outstanding work” . |
| Regions Bank | EVP & CIO | 2013–2017 | Large‑bank CIO experience prior to joining CARE . |
External Roles
No public company directorships or external board roles are disclosed in CARE’s executive biographies for Mr. Speare in the reviewed filings .
Fixed Compensation
Base Salary (Rate)
| Year | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary (Rate) | $345,000 | $352,000 | $375,000 |
| Auto Allowance | $500/month (grossed up to net in employment agreement) |
Summary Compensation (SCT)
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Salary ($) | $345,000 | $351,244 | $374,667 |
| Bonus ($) | — | — | $56,250 (15% discretionary) |
| Stock Awards ($) | — | $88,726 (RS + PUs) | — |
| Non-Equity Incentive Plan ($) | $120,750 | $123,200 | — (AIP not earned) |
| All Other Compensation ($) | $35,479 | $36,486 | $38,310 |
| Total ($) | $501,229 | $599,656 | $469,227 |
Notes:
- 2023: AIP performance goals were not met due to a single large nonperforming loan (NPL), but the Board approved a flat discretionary bonus equal to 15% of salary for NEOs to reflect operational execution .
Performance Compensation
Annual Incentive Plan (AIP) Results
| Year | Max AIP Opportunity (at plan max) | Stated Metrics | Actual AIP Payout | Discretionary Bonus |
|---|---|---|---|---|
| 2021 | N/A in disclosure excerpt | Annual plan; paid $120,750 in SCT | $120,750 | — |
| 2022 | N/A in disclosure excerpt | Annual plan; paid $123,200 in SCT | $123,200 | — |
| 2023 | $187,500 (max) | Company AIP goals; none met for 2023 | $0 | $56,250 (15% of $375k) |
Most important performance measures CARE uses to link executive pay to performance include EPS, ROAA, ROAE, efficiency ratio, and NPA/average assets (used for compensation alignment and performance pay analysis) .
Long-Term Incentive Plan (LTIP) – 2024 Grants and Structure
- Mix: 70% Performance Units (PUs), 30% time-based Restricted Stock (RS) .
- RS vesting: cliff-vest on 5th anniversary of grant date (accelerated vesting in certain circumstances) .
- PUs performance period: Jan 1, 2024 – Dec 31, 2026; payout 0–110% of target; paid within 70 days after the period .
- PU performance goals (equally weighted): ROAA, Core Efficiency Ratio (non‑GAAP), TSR, and Non‑Performing Assets Ratio; measured vs ABAQ community bank peer set .
| Metric (2024 PUs) | Weight | Threshold | Target | Stretch | Payout Range |
|---|---|---|---|---|---|
| ROAA | 25% | 54th percentile | 67th percentile | 74th percentile | 80%–110% |
| Core Efficiency Ratio | 25% | 54th percentile | 67th percentile | 74th percentile | 80%–110% |
| TSR | 25% | 54th percentile | 67th percentile | 74th percentile | 80%–110% |
| Non-Performing Assets Ratio | 25% | 54th percentile | 67th percentile | 74th percentile | 80%–110% |
Option usage: CARE has not granted stock options to NEOs in recent years; none were awarded in 2024, and NEOs held no options in 2020 .
Historical Equity Awards and Vesting (Selected)
| Grant | Shares/Units Unvested at 12/31/2020 | Vesting Terms | FMV at 12/31/2020 |
|---|---|---|---|
| RS (11/19/2018) | 546 | 1/3 per year over 3 years | $5,853 |
| RS (2/21/2019) | 1,086 | 1/3 per year over 3 years | $11,642 |
| RS (2/20/2020) | 1,253 | 1/3 per year over 3 years | $13,432 |
- 2022 LTIP awards: Stock awards for Speare totaled $88,726; performance-based units measured over 2022–2024 (target grant assumption in valuation). Stretch grant-date fair value of the 2022 PUs for Speare was disclosed at $55,217 .
Equity Ownership & Alignment
Beneficial Ownership (including unvested RS; excludes unearned PUs)
| As Of | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Apr 5, 2023 | 26,483 | <1% (23,894,323 SO) |
| Apr 5, 2024 | 29,102 | <1% (23,018,897 SO) |
| Apr 4, 2025 | 35,459 | <1% (23,160,954 SO) |
- Hedging, margin, and pledging: CARE’s Insider Trading Policy prohibits short sales, hedging transactions, trading in margin accounts, and pledging, except for grandfathered pledging arrangements in place when adopted .
- Clawbacks: CARE maintains a Dodd‑Frank Clawback (effective Oct 2, 2023) and a Supplemental Clawback (effective Mar 21, 2024) covering cash- and equity‑based incentives upon restatements and certain detrimental conduct; executives acknowledge applicability, and the policy is filed with the 2024 10‑K .
- Options: None used recently, reducing near-term exercise/sale pressure .
- Ownership guidelines: Not explicitly disclosed in retrieved excerpts.
Vesting/selling pressure outlook:
- 2024 RS grants cliff-vest in 2029, creating a potential lump of delivery; 2024 PUs settle within ~70 days after 12/31/2026 (0–110% of target), which can create event-driven liquidity windows .
Employment Terms
| Term | Disclosure |
|---|---|
| Agreement & Role | Amended and Restated Employment Agreement dated Nov 20, 2020; joined July 3, 2017; originally EVP & CIO; term auto-renews annually unless 60‑day non‑renewal notice is given . Most recent renewal noted as July 3, 2024 . |
| Current Base Salary (Agreement Disclosures) | $345,000 (2021 proxy); $352,000 (2023 proxy); $375,000 (2024 proxy) . |
| Auto Allowance | $500 per month (gross-up to net per agreement) . |
| Non‑Compete | 12 months post‑employment; within 25 miles of HQ or 10 miles of any branch; applies to similar duties in competitive financial institutions . |
| Non‑Piracy/Non‑Solicit | 12 months (customers with “material contact” and employee non‑solicit/hiring) . |
| Severance (No CoC) | If terminated without cause or resigns for Good Reason: 12 months’ base salary paid monthly plus 12 months of health coverage . |
| Severance (Within 2 years post‑CoC) | Double‑trigger: Lump sum equal to 24 months’ base salary, 18 months health coverage, plus a lump sum equal to highest annual bonus earned in prior 3 years . |
| Potential Payments (as of 12/31/2022) | Without cause/Good Reason (no CoC): Cash $352,000; Health $12,033; Total $364,033. With CoC termination: Cash $827,200; Equity vesting $6,738; Health $18,050; Total $851,988 (assumes $16.59 stock price) . |
| Initial Hire Economics | Signing bonus $50,000 (paid in two parts, subject to repayment under certain separations); phantom stock award $97,500 (3‑year vest, cash‑settled); relocation up to $20,000; temp housing up to $1,500/month for 6 months; real estate commission reimbursement up to $35,000; legal fees up to $2,500; $500/month car allowance . |
Compensation Structure Analysis
- Mix and leverage: Equity features shifted toward RS and PUs under the LTIP (no options), with 70% performance‑based for 2024 grants (ROAA, core efficiency, TSR, NPA), enhancing pay‑for‑performance linkage and shareholder alignment .
- Discretionary element: Despite missing AIP goals in 2023 due to a large NPL, the Board paid a flat 15% of salary discretionary bonus to NEOs for operational execution (loan growth, market expansion, liquidity/deposit stability). This introduces discretion when financial outcomes are muted by credit events .
- Vesting profile: 5‑year cliff RS (2024 awards) and 3‑year PUs reduce near‑term selling pressure but may create event windows (post‑2026 and in 2029) .
- Governance controls: Dual clawbacks (Dodd‑Frank and Supplemental), plus hedging/margin/pledging prohibitions (with limited grandfathering), reduce misalignment risk; options absence reduces repricing/underwater risks .
Equity Ownership & Alignment (Detail)
| Ownership Element | Status |
|---|---|
| Total Beneficial Ownership | 35,459 shares as of Apr 4, 2025; <1% of outstanding . Prior: 29,102 (Apr 5, 2024); 26,483 (Apr 5, 2023) . |
| Pledging/Hedging | Prohibited (except grandfathered pledges); no pledges disclosed for Speare in ownership tables . |
| Options | None disclosed/awarded in recent years . |
| Deferred Comp/Pension | No participation disclosed for Speare in Nonqualified Deferred Compensation tables for 2020 and 2022 . |
Employment Terms – Restrictive Covenants (Detail)
- 12‑month non‑compete and non‑solicit/customer non‑piracy with defined radius and scope tailored to banking services and last‑12‑months “material contact” .
- Agreement auto‑renews annually absent notice; last renewal reported July 3, 2024 .
Investment Implications
- Alignment and retention: Strong alignment through performance‑weighted LTIP (including TSR) and long vesting horizons; double‑trigger CoC severance (2x salary + highest prior bonus + benefits) supports retention but adds transaction cost if leadership changes near a CoC .
- Selling pressure signals: No options; RS cliff vesting in 2029 (2024 grants) and PU settlement shortly after FY2026 are the primary foreseeable liquidity windows .
- Governance risk mitigants: Two clawback regimes and strict insider trading/pledging controls reduce misalignment risk; no option repricing risk apparent .
- Pay-for-performance nuance: 2023 AIP zeroed, but discretionary 15% bonuses for operational execution despite NPL‑driven financial underperformance—a reminder to monitor credit quality’s impact on incentive outcomes and the Board’s use of discretion .
- Track record/execution: Management cites strong loan growth and market expansion in 2023 amid liquidity stability; continued execution on ROAA, efficiency, TSR, and asset quality vs peers will determine PU outcomes and future pay realizations .