Meagan Mowry
About Meagan Mowry
Independent director of Colony Bankcorp, Inc. since March 2019; age 48. Co‑founder/co‑owner of Simcoe Investments and affiliated development and construction entities; licensed real estate agent since 2014 through the Savannah Board of Realtors. Background emphasizes real estate lending and finance, construction, and marketing—credentials the board cites as valuable to oversight of a community bank. Determined independent under NYSE standards; the board separates Chair and CEO and holds regular executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simcoe Investments | Co‑founder & Co‑owner | Founded Sep 2008 | Real estate development focus; industry/network depth |
| Homes of Integrity Construction | Vice President | 2004–2016 | Residential construction operations |
| Integrity Real Estate, LLC | Manager & Marketing Director | Jan 2016–present | Real estate sales/marketing; licensed agent since 2014 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sales & Marketing Council, Savannah Home Builders Association | Board Member | Not stated | Industry engagement in homebuilding market |
| Savannah Board of Realtors | Licensed Agent | Since 2014 | Professional affiliation |
Board Governance
- Committee assignments and roles:
- Nominating & Governance Committee – Chair; committee met 4 times in 2024; members (2024): Edward P. Loomis, Meagan M. Mowry, Matthew D. Reed .
- Risk Management Committee – Member (all directors are members); met 4 times in 2024 .
- Not listed as member of Audit or Talent Management & Compensation Committees in 2024 .
- Independence: Board determined six of eight directors post‑meeting will be independent; Mowry qualifies as independent under NYSE/SEC rules .
- Attendance and engagement:
- Board met 8 times in 2024; each director attended at least 75% of board and applicable committee meetings .
- Independent directors held 9 executive sessions in 2024 .
- Leadership structure: Independent Chairman (Massee); CEO is separate. No Lead Independent Director; independent executive sessions at least twice annually .
Fixed Compensation
2024 director compensation (actual paid/awarded):
| Component | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 50,000 | Includes $48,000 independent director retainer and $2,500 committee chair fee |
| Stock Awards (grant‑date fair value) | 9,113 | 600 shares granted on Jul 1, 2024 at $12.15 per share; time‑vested |
| Total | 59,113 | Sum of cash and stock award |
Compensation structure (policy):
- Independent director annual retainer $48,000; Chairman $63,000; committee chairs receive $2,500 per committee chaired; non‑employee directors receive annual stock grant that vests in three equal installments on each anniversary of grant date .
Cash/equity mix (2024): $50,000 cash vs $9,113 equity → cash ≈85%, equity ≈15% (based on amounts above) .
Performance Compensation
- No performance‑based (metric‑linked) compensation is disclosed for directors; stock awards are time‑vested RSUs/stock grants (three equal annual installments) rather than PSU/options tied to financial metrics .
Equity grant details (2024):
| Grant Type | Grant Date | Shares | Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Time‑vested Stock Grant | Jul 1, 2024 | 600 | 9,113 | Vests in three equal annual installments from grant date anniversary per director equity policy |
Other Directorships & Interlocks
- Other public company boards: None disclosed in CBAN’s proxy biography and director profiles .
- Compensation Committee interlocks: Committee members in 2024 were Hollingsworth (Chair), Downing, Massee; disclosure notes no interlocks/insider participation issues; Mowry not on the Compensation Committee .
Expertise & Qualifications
- Real estate lending/finance and industry knowledge relevant to community banking footprint .
- Construction and small business operations experience; marketing leadership; licensed real estate agent .
- Governance experience as Chair of Nominating & Governance Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Meagan M. Mowry | 26,999 | 0.15% |
Alignment and policies:
- Hedging, short‑selling, derivatives, and margin purchases are prohibited for directors; insider trading policy in place with blackout windows and pre‑clearance by General Counsel .
- Clawback policy compliant with NYSE/Rule 10D‑1 for executive officers; director equity grants are time‑based .
Insider trades (selected recent events):
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| Mar 17, 2023 | Open market purchase | 1,880 | $10.67 | |
| Jul 1, 2024 | Stock award grant | 600 | $12.15 fair value |
Governance Assessment
- Strengths:
- Independence and committee leadership: Chair of Nominating & Governance—positive for board composition, evaluation, and governance processes .
- Engagement: Meets attendance thresholds; independent directors held frequent executive sessions; board conducts annual self‑evaluations and training across risk/compliance topics .
- Alignment: Meaningful personal share ownership (26,999 shares) and annual equity grants; prohibitions on hedging/margin enhance alignment with shareholders .
- Areas to monitor:
- Real estate business interests: Given CBAN’s lending activities and the director’s real estate operations, monitor for related‑party exposures; company policy requires Audit Committee approval and loans to related parties must be on market terms under Reg O/W; aggregate related‑party indebtedness outstanding/available was ~$4.04M at year‑end 2024 (not attributed to specific individuals) .
- Cash‑heavy director pay mix: 2024 mix tilts toward cash (~85%) vs equity (~15%); while common for smaller banks, increased equity weighting can strengthen pay‑for‑performance alignment over time .
- RED FLAGS: None disclosed—no legal proceedings; no Section 16(a) delinquencies noted for Mowry; hedging/short‑selling prohibited; no public company interlocks identified .