Audrey Hollingsworth
About Audrey D. Hollingsworth
Audrey D. Hollingsworth (age 62) is an independent director of Colony Bankcorp, Inc. (CBAN) serving since December 2022. She is Vice President of People Services at Goodwill Industries of the Southern Rivers (since 2018), and previously served 26 years at Synovus Financial, ultimately as Group Executive and Chief People Officer. She holds a B.S. in Business Education (University of Georgia) and an M.S. in Management (Troy State University), and has been recognized as a Girl Scouts of Historic Georgia “Women of Achievement” awardee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synovus Financial Corporation | Group Executive & Chief People Officer (prior roles of increasing responsibility over 26 years) | 26 years (years not specified) | Led enterprise human capital; senior executive team experience in a public regional bank |
| The Hollingsworth Group | President (HR and IT consulting) | Not disclosed | Human resources and IT advisory leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Development Authority Foundation Board | Director | Current | Regional economic development oversight |
| UGA J.W. Fanning Institute for Leadership Development | Advisory Board Member | Current | Leadership development advisory |
| Mayor’s Advisory Committee for Public Safety & Law Enforcement (Columbus, GA) | Member | Current | Public safety advisory |
| Greater Columbus Georgia Chamber of Commerce | Director; Past Chairman | Current | Business community leadership |
| Society for Human Resources; Delta Sigma Theta Sorority, Inc. | Member | Current | Professional affiliations |
Board Governance
| Area | Detail |
|---|---|
| Independence | Independent under NYSE and SEC rules; all Audit, Nominating & Governance, and Talent Management & Compensation (TMC) Committee members meet heightened independence standards . |
| Committee Assignments | Chair, TMC Committee; Member, Audit Committee; Member, Risk Management Committee (all directors are members) . |
| Committee Chairs | TMC Chair: Audrey D. Hollingsworth; Audit Chair: Mark H. Massee; Nominating & Governance Chair: Meagan M. Mowry; Risk Management Chair: Edward P. Loomis, Jr. (retiring at 2025 meeting) . |
| Meeting Attendance | Board met 8 times in 2024; each director attended at least 75% of Board and assigned committee meetings; all incumbent directors attended the 2024 Annual Meeting . |
| Executive Sessions | Independent directors met in executive session 9 times in 2024 . |
| Board Leadership | Independent Chair (Massee); no Lead Independent Director designated; roles of Chair and CEO are separated . |
Fixed Compensation (Director)
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Board retainer (independent directors) | Policy: $48,000 | Annual retainer for independent directors (excl. Chair) . |
| Committee chair fee | Policy: $2,500 per chaired committee | Additional annual fee for Chairs; employees do not receive committee fees . |
| Audrey D. Hollingsworth – Fees Earned/Paid in Cash | $49,000 | Actual FY2024 cash fees . |
| Audrey D. Hollingsworth – Stock Awards (Grant Date Fair Value) | $9,113 | Actual FY2024 equity grant value . |
Non-employee directors received time-vested restricted stock that vests in three equal annual installments; the FY2024 award is disclosed at an aggregate grant date fair value of $9,113 for Ms. Hollingsworth .
Performance Compensation (Director)
| Element | FY2024 Detail |
|---|---|
| Performance-based cash bonus | None disclosed for directors . |
| Performance share units (PSUs) or option awards | None disclosed for directors; director equity is time-vested restricted stock . |
| Performance metrics | Not applicable to director compensation (directors receive fixed cash retainers and time-vested equity) . |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Ms. Hollingsworth .
- Compensation committee interlocks: In 2024, TMC members included Ms. Hollingsworth, Mr. Massee, Mr. Reed, and Mr. Ross (until retirement); no member served as a CBAN officer or employee, and there were no interlocks with other companies’ boards/executives involving CBAN executive officers .
Expertise & Qualifications
- Human capital and compensation: Former Synovus Group Executive & Chief People Officer; current VP of People Services at Goodwill Industries of the Southern Rivers .
- Banking industry experience: Multi-decade HR leadership at Synovus, a regional bank; relevant for TMC and governance oversight in a financial institution .
- Community and economic development: Multiple civic board roles and past Chamber chair; recognized for leadership contributions .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Audrey D. Hollingsworth | 5,959 | 0.03% | As of March 28, 2025; based on 17,481,709 shares outstanding . |
Additional alignment and safeguards:
- Insider trading policy prohibits short-selling, hedging, derivatives on CBAN stock, and buying on margin; pre-clearance and blackout periods apply .
- Director stock ownership guidelines or pledging policies: Not disclosed in the proxy; no pledging disclosure specific to Ms. Hollingsworth found .
Governance Assessment
-
Strengths and positive signals
- Independent director with deep HR/compensation expertise leading the TMC Committee; TMC met 8 times in 2024, indicating active oversight of pay and talent management .
- Serves on the Audit Committee; all committee members meet NYSE/SEC independence standards; the Audit Committee met 9 times and issued a clean report recommending inclusion of audited financials in the 10-K .
- Attendance compliance (≥75% across Board/committees) and participation in 9 independent director executive sessions in 2024 support engagement and oversight quality .
- Director compensation mix includes equity; 2024 components were $49,000 cash and $9,113 equity grant value for Ms. Hollingsworth, supporting alignment (time-vested) .
-
Potential risks/monitoring items
- Related-party lending to directors/executives and their related entities totaled $4,038,375.34 outstanding or available as of 12/31/2024 (routine, on market terms per policy), but individual director breakdowns are not disclosed—monitor for any future director-specific exposures; transactions are subject to Reg O/23A/23B and Audit Committee review .
- No explicit director stock ownership guideline disclosure or pledging prohibition disclosure; while hedging and margin purchases are prohibited, the absence of stated ownership guidelines or pledging policy details is a governance disclosure gap to monitor .
- Board has no designated Lead Independent Director; mitigated by an independent Chair and frequent executive sessions, but still a structure to revisit periodically .
-
Conflicts/Red Flags observed
- No material legal proceedings involving Ms. Hollingsworth disclosed; company states no director or executive has been subject to material legal proceedings in the prior 10 years .
- No compensation committee interlocks or related transactions requiring disclosure for TMC members in 2024 .
Overall: Ms. Hollingsworth brings relevant bank HR and compensation leadership to CBAN’s board, chairs a key committee (TMC), and maintains independence and attendance standards. The director pay structure mixes cash with time-vested equity, and company-wide policies prohibit hedging and margin trading. Key monitoring areas include transparency on director ownership guidelines and any director-specific related-party exposures (none disclosed for her) .