Wendy Bell
About Wendy Bell
Wendy S. Bell, age 61, is CFO of Carter Bankshares, Inc. (the Company) since November 2020 and Senior Executive Vice President and CFO of Carter Bank & Trust since 2020; she previously served as Executive Vice President and CFO of the Bank from 2017 to 2019 and was Senior Vice President and Senior Finance Officer at First Commonwealth Financial Corporation from 2010 to 2017 . Recent pay-for-performance signals: 2022–2024 performance units paid 0% due to ROAA (24th percentile), core efficiency (18th), and non‑performing assets (0th) falling below thresholds, reflecting the drag from a single large non‑performing relationship; 2024 LTIP added TSR to align with shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carter Bank & Trust | Executive Vice President and CFO | 2017–2019 | Led finance function during transformation ahead of subsequent elevation to Senior EVP & CFO |
| Carter Bank & Trust | Senior Executive Vice President & CFO | 2020–present | Oversight of finance through deposit/liquidity stability efforts amid challenging conditions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Commonwealth Financial Corporation | Senior Vice President & Senior Finance Officer | 2010–2017 | Senior finance leadership at a regional bank, experience leveraged at CARE |
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Base Salary ($) | $413,554 | $389,724 | Base salary set at $413,400 in Bell Employment Agreement; Committee annual reviews |
| Bonus – Discretionary ($) | $55,657 | $58,500 | 2023 flat 15% of salary; 2024 discretionary above formula payout |
| Non‑Equity Incentive Plan (AIP) ($) | $144,690 | — | 2024 formula payout; AIP target schedule shown below |
| Stock Awards – Grant Date Fair Value ($) | $117,015 | — | Comprised of time‑based RS and PUs under LTIP |
| All Other Compensation ($) | $48,708 | $46,359 | Includes medical ($21,398), 401(k) match ($13,800), disability ($592), life insurance ($4,224), car allowance ($6,000), gross‑ups ($2,694) in 2024 |
| Car Allowance (per month) | $500 | $500 | Per employment agreement |
Performance Compensation
Annual Incentive Plan (AIP) – Fiscal 2024
| Metric | Target ($) | Maximum ($) | Actual ($) | Payout Form | Vesting |
|---|---|---|---|---|---|
| Company/Individual AIP | $144,690 | $173,628 | $144,690 (formula) | Cash + restricted stock | Restricted stock portion vests over 3 years (bonus RS practice) |
Long‑Term Incentive Plan (LTIP) – 2024 Grants (70% PUs, 30% RS)
| Instrument | Grant Date | Quantity/Target | Weighting | Performance Targets | Vesting |
|---|---|---|---|---|---|
| Performance Units (PUs) | 1/5/2024 | 1,271 target units | 70% of LTIP grant | Four goals equally weighted: ROAA, Core Efficiency, TSR, NPA ratio; Percentile thresholds: 54th (80% payout), 67th (100%), 74th (110%) vs ABAQ peer set | Pay in shares within 70 days after 12/31/2026, contingent on performance & service |
| Time‑Based Restricted Stock (RS) | 1/5/2024 | 2,724 shares | 30% of LTIP grant | Retention; no performance condition | 5‑year cliff vest on 1/5/2029, subject to acceleration per plan |
2022 Performance Units – Outcome (Performance Period ended 12/31/2024; certified Feb 2025)
| Metric | Weight | Threshold–Target–Stretch Percentile | Achieved Percentile | Payout (%) |
|---|---|---|---|---|
| ROAA | 33.3% | 40th–50th–55th (80%–100%–110%) | 24th | 0 |
| Core Efficiency Ratio | 33.3% | 40th–50th–55th (80%–100%–110%) | 18th | 0 |
| Non‑Performing Assets Ratio | 33.4% | 40th–50th–55th (80%–100%–110%) | 0th | 0 |
Equity Ownership & Alignment
- Beneficial ownership: 35,757 shares as of April 4, 2025; less than 1% of outstanding (23,160,954 shares) .
- Outstanding equity awards at 12/31/2024 (unvested):
- RS: 865 (granted 2/17/2022; vests 1/3 annually), 2,437 (granted 3/7/2022; 5‑year cliff on 3/7/2027), 2,452 (granted 2/14/2023; vests 1/3 annually), 2,724 (granted 1/5/2024; 5‑year cliff on 1/5/2029) .
- PUs: 846 (granted 3/7/2022; forfeited after performance certification), 1,271 (granted 1/5/2024; eligible to earn based on 2024–2026 goals) .
- Market values at 12/31/2024 (stock price $17.59): RS $15,215 (2/17/22), $42,867 (3/7/22), $43,131 (2/14/23), $47,915 (1/5/24); 2024 PUs threshold value $22,357 .
- Options: None awarded in recent years; stock options not a component of equity compensation in 2024 .
- Hedging/pledging: Insider Trading Policy prohibits short sales, margin accounts, and pledging (except grandfathered); enhances alignment and reduces hedging risk .
- Clawbacks: Dodd‑Frank 10D‑1 and Nasdaq 5608 compliant clawback (effective Oct 2, 2023), plus Supplemental Clawback (effective Mar 21, 2024) for detrimental conduct and broader coverage .
Employment Terms
- Agreement: Amended and restated employment agreement (initial term began July 24, 2017; auto‑renews annually; most recent renewal July 24, 2024) .
- Current base salary: $413,400; $500/month automobile allowance .
- Severance (non‑CoC): 12 months salary paid monthly + 12 months health coverage; subject to release and covenants (confidentiality, non‑compete, non‑piracy, non‑solicit) .
- Severance (within 2 years after Change‑of‑Control; double trigger): Lump sum 24 months salary + 18 months health coverage + lump sum equal to highest annual bonus from prior 3 years; subject to release and covenants .
- Potential payments illustration (as of 12/31/2024 at $17.59 share price):
- Termination without cause/Good Reason (non‑CoC): Cash severance $413,400; Health care $21,398; Equity vesting n/a in this scenario; Total $434,798 .
- Termination without cause/Good Reason within 2 years after CoC: Cash severance $1,027,147; Health care $32,097; Equity vesting $33,874; Total $1,093,118 .
Additional Programs and Policies
- Nonqualified Deferred Compensation: Ms. Bell deferred $97,125 of salary in 2024; aggregate earnings $18,950; year‑end balance $473,504 (of which $354,287 previously reported) .
- Compensation governance: Nominating & Compensation Committee uses independent consultant Pearl Meyer; maintains pay near median of peers .
- Related party transactions governance: Audit Committee policy; 2024 legal fees paid to a firm affiliated with the Chairman disclosed; no related party transactions disclosed for Ms. Bell .
Compensation Mix and Structure Signals
- LTIP composition shifted toward performance‑based equity (70% PUs, 30% RS) for 2024 awards; options are not used, lowering risk of option repricing .
- Discretionary bonuses paid in 2023 (flat 15% of salary) and incremental discretionary amounts in 2024 above formula reflect Committee judgment amid muted financials from a single NPL exposure .
- Ownership remains modest at <1% outstanding; bonus RS grants in March 2025 vest over 3 years, while LTIP RS uses 5‑year cliff vesting—reducing near‑term selling pressure but extending retention tail .
Investment Implications
- Pay‑for‑performance tightening: Zero payout on 2022 PUs and addition of TSR in 2024 PUs reinforce performance gating; alignment supported by clawbacks and anti‑hedging/pledging policy .
- Retention economics: Double‑trigger CoC severance at 2x base salary plus highest bonus and extended RS cliff vesting strengthen retention, but relatively modest personal ownership suggests moderate alignment leverage .
- Near‑term selling pressure: Limited given 5‑year cliff RS (2024 vests 2029; 2022 LTIP RS vests 2027), and forfeiture of 2022 PUs; bonus RS from 2025 will phase‑vest over 3 years .
- Execution risk: Committee cited strong loan growth and market expansion but muted reported results due to a single large NPL; PUs metrics indicate focus on ROAA, efficiency, NPA, and TSR—watch for improvement toward 2026 certification .