Phyllis Q. Karavatakis
About Phyllis Q. Karavatakis
Phyllis Q. Karavatakis, age 69, serves as Vice Chairman of the Board and was appointed to the Board in 2017 after more than 45 years with Carter Bank & Trust, most recently as Senior Executive Vice President, Special Projects until her retirement in December 2024; prior roles included President & Chief Banking Officer and EVP & Chief Lending Officer . She is classified as not independent under Nasdaq and SEC rules due to her recent executive employment .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Carter Bank & Trust | Senior Executive Vice President, Special Projects | 2020–Dec 2024 | Retired Dec 2024 |
| Carter Bank & Trust | President & Chief Banking Officer | Not disclosed (prior to 2020) | Senior leadership of bank operations |
| Carter Bank & Trust | Executive Vice President & Chief Lending Officer | Not disclosed (prior to 2020) | Led lending; risk and credit responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Board Governance
- Independence: Not independent (Vice Chairman; former senior executive) .
- Committees: Credit Risk (member) and Enterprise Risk Management (member); no chair roles disclosed .
- Attendance: Board held 18 regular meetings in 2024; all directors, including Karavatakis, attended at least 75% of Board and committee meetings; all directors attended the May 22, 2024 annual meeting .
- Board leadership: Chairman (Haskins) is not independent; Lead Independent Director (Feldmann) presides over executive sessions and acts as liaison for independent oversight .
| Governance Item | Status/Detail |
|---|---|
| Independence | Not independent |
| Board Tenure | Director since 2017 |
| Committees | Credit Risk (Member); ERM (Member) |
| Chair Roles | None disclosed |
| 2024 Attendance | ≥75% of Board and committee meetings; Board met 18x |
| Annual Meeting | Attended 2024 Annual Meeting (May 22, 2024) |
Fixed Compensation
- 2024: As Vice Chairman and an officer of the Bank through year-end 2024, Karavatakis did not receive separate director compensation; director retainer fees and stock awards were paid only to non‑employee directors .
- Non‑employee director fee structure (context for 2025): Board-approved increases effective 2025 for non‑employee directors (cash retainer $42,000; stock retainer $33,000; chair retainers vary by committee) .
| 2025 Non‑Employee Director Retainers | Amount ($) |
|---|---|
| Annual Cash Retainer | $42,000 |
| Annual Stock Retainer | $33,000 |
| Chairman of the Board (additional) | $33,000 |
| Audit Chair (additional) | $14,000 |
| Nominating & Compensation Chair (additional) | $10,000 |
| Investment/Interest Rate Risk Chair (additional) | $8,000 |
| Credit Risk Chair (additional) | $8,000 |
| ERM Chair (additional) | $8,000 |
Note: Karavatakis was not eligible for non‑employee director retainers in 2024 due to officer status; independence remained “NO” in 2025 .
Performance Compensation
- Non‑employee directors received restricted stock grants in 2024 ($30,010 grant‑date fair value; one‑year vest); officers did not receive separate director stock awards .
- Company’s pay‑for‑performance framework (Board‑oversight context): Annual incentive plan for executives used core EPS, ROAA, ROATCE, and core efficiency; 2024 achievement certified at 114% of target with a 25% discretionary overlay, for 139% total payout; payouts ~70% cash/30% restricted stock with 3‑year time‑based vesting .
| 2024 Executive Annual Incentive Performance Metrics | Weight | Target | Actual | Achieved (%) | Discretionary Add | Total Payout (%) |
|---|---|---|---|---|---|---|
| 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 Avg Achieved | — | — | — | 114% | 25% | 139% |
Board oversight signals: Nominating & Compensation Committee met 11x in 2024; 86.1% say‑on‑pay support in 2024, informing 2024–2025 decisions .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed |
| Private/non‑profit/academic boards | None disclosed |
| Interlocks with competitors/customers/suppliers | None disclosed specific to Karavatakis |
Expertise & Qualifications
- Career banking operator with deep institutional knowledge across lending, credit, and banking operations; Vice Chairman since 2017 .
- Board skills matrix emphasizes risk oversight and enterprise risk management across the Board; Karavatakis is a member of ERM and Credit Risk committees, aligning her experience with risk governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Phyllis Q. Karavatakis | 19,893 | <1% | As of April 4, 2025; no pledging footnote; Company prohibits hedging/pledging except grandfathered arrangements |
- Section 16 compliance: Company reports directors/officers complied with 2024 filing requirements, with late filings noted for Davis, Langs, and Van Dyke; none for Karavatakis .
Governance Assessment
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Strengths
- Extensive operating experience and institutional knowledge improves oversight in Credit Risk and ERM committees; tenure since 2017 supports continuity .
- Documented attendance threshold (≥75%) and annual meeting participation indicate engagement .
- Equity ownership (19,893 shares) with no disclosed pledging supports alignment; insider policy restricts hedging/pledging .
-
Concerns / RED FLAGS
- Independence: Classified “NO”; recent retirement (Dec 2024) after long executive tenure suggests cooling‑off period concerns; continued Vice Chairman role may limit board independence optics .
- Compensation separation: As an officer through 2024, did not receive director fees; stakeholders may scrutinize future director compensation and independence status in 2025–2026 given recent executive service .
- Board‑level related party exposure (not specific to Karavatakis): Company paid $462,000 in 2024 to Chairman Haskins’ law firm; while governed by policy and Audit Committee oversight, this represents a recurring related‑party transaction that may affect overall board independence perception .
-
Shareholder sentiment indicators
- 2024 say‑on‑pay approval at 86.1% indicates general investor support for compensation framework; continued monitoring warranted given discretionary overlay applied in 2024 bonuses .
Overall: Karavatakis adds seasoned bank operating expertise to risk oversight but is not independent; investors should monitor her independence transition, committee influence within ERM/Credit Risk, and any evolution in director compensation post‑retirement to assess board effectiveness and alignment .