Abby Donnelly
About Abby Donnelly
Abby J. Donnelly (age 62) is an independent, non-employee director of First Bancorp (FBNC). She is founder and CEO of The Leadership & Legacy Group, a leadership development and executive succession consulting practice, and previously served as a director of Carolina Bank Holdings, Inc. from 2014 until its merger with First Bancorp in 2017, at which time she joined FBNC’s Board; she is a best-selling author on succession and exit planning . The Board’s February 2025 independence review determined that nine of eleven director nominees are independent; only the CEO and President are non-independent, implying Donnelly’s independent status; directors stand for annual election, with a supermajority of independent directors and regular executive sessions without management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carolina Bank Holdings, Inc. | Director | 2014–2017 | Joined FBNC Board at merger; director fees from CBHI accumulated in Rabbi Trust (5,774 shares) |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| The Leadership & Legacy Group | Founder & CEO | Not disclosed | Leadership development and executive succession consulting |
| “An Insider’s Guide to Succession and Exit: Beyond the Financials” | Author | Not disclosed | Best-selling book on succession/exit principles |
| Civic/Community (Greensboro) | Volunteer/Leadership roles | Not disclosed | Various leadership roles in local civic organizations |
Board Governance
| Committee | Membership | Chair Role | 2024 Meetings |
|---|---|---|---|
| Executive & Loan | Member | No | 11 |
| Compensation | Member | No | 4 |
| Nominating & Corporate Governance | Member | No | 3 |
| Audit | Not a member | Chair: Suzanne S. DeFerie | 8 |
| Risk | Not a member | Chair: Richard H. Moore | 4 |
- Board meetings held: 12 in 2024; all director nominees attended at least 75% of the aggregate number of Board and committee meetings during their service period .
- Annual Meeting attendance: All Board members attended the 2024 annual meeting; directors are expected to attend .
- Independence: Board determined nine of eleven director nominees are independent; only CEO (Richard H. Moore) and President (Michael G. Mayer) are non-independent .
- Board leadership: Combined Chair/CEO role (Moore) with a designated Lead Independent Director (James C. Crawford III) to strengthen independent oversight and executive session practices .
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Cash Retainer | $37,500 | Standard non-employee director base fee |
| Additional Cash Fees | $0 | Lead Independent Director ($12,000) and Audit Chair ($20,000) premia not applicable to Donnelly |
| Equity Grant (Common Stock) | $37,500 | Granted 1,189 shares on June 1, 2024 at $31.55 grant-date fair value |
| Meeting Fees | $0 | No fees for attending Board/Committee meetings |
| Total | $75,000 | Fees earned in cash plus stock awards |
- Director fee levels increased effective January 2023 from $32,000 cash + $32,000 stock to $37,500 cash + ~$37,500 stock, based on peer review and consultant input (Pearl Meyer) .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based director pay (PSUs/Options/Bonus) | None disclosed; non-employee director equity is granted as common stock with fixed value (no meeting fees, options, or PSUs) |
Other Directorships & Interlocks
| Company/Body | Role | Public/Private | Notes |
|---|---|---|---|
| Carolina Bank Holdings, Inc. | Director | Public (pre-merger) | Served until CBHI’s merger with FBNC in 2017 |
| Compensation Committee (FBNC) | Member | — | No Compensation Committee interlocks under SEC rules; Donnelly and other members (excluding DeFerie’s prior employment ending 2019) have never been officers/employees |
Expertise & Qualifications
- Executive succession, leadership development, and exit strategies; business leadership and innovation credentials through consulting practice ownership and author credentials .
- Banking governance exposure via North Carolina Bank Directors’ College and Directors’ Assembly .
- Independent director service on committees (Compensation; Nominating & Corporate Governance; Executive & Loan) supporting board effectiveness in talent, governance, and oversight .
Equity Ownership
| Category | Shares/Value | Notes |
|---|---|---|
| Beneficial Ownership | 9,810 shares | Less than 1% of shares outstanding (percent-of-class marked “*”) |
| Rabbi Trust (CBHI director fees) | 5,774 shares | Holds in Rabbi Trust from CBHI service |
| Stock Ownership Guideline | 5× cash annual director compensation | All current directors/nominees are in compliance; newly elected have until Jan 1 of third year to meet |
| Hedging/Pledging Policy | Prohibited | No hedging, short sales, or pledging of Company stock after policy adoption |
Shareholder Voting Signals
| Item | For | Against/Withheld | Abstained | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| Election of Abby J. Donnelly (2025) | 30,656,513 | 644,665 | — | 4,329,950 | Elected; strong support |
| Say-on-Pay (2025) | 29,235,792 | 2,013,234 | 52,152 | 4,329,950 | Approved; aligns with prior 96% support at 2024 annual meeting |
| Say-on-Pay Frequency (2025) | One year: 28,955,004 | Two years: 34,866 | Three years: 2,267,303 | 44,005 | Annual frequency preferred |
Governance Assessment
- Board effectiveness: Donnelly’s committee mix (Compensation; Nominating & Corporate Governance; Executive & Loan) places her at the core of talent oversight, board composition, and credit/loan oversight—important for bank governance. She is independent and part of a supermajority-independent board with annual elections and executive sessions; 2025 shareholder votes show strong support for her election .
- Alignment: Director ownership policy (5× cash retainer), prohibition on hedging/pledging, and annual fixed-value equity grants promote alignment; Donnelly is compliant with ownership guidelines and holds direct shares plus legacy Rabbi Trust shares from CBHI service .
- Compensation structure: Simple and shareholder-friendly—equal cash and stock retainer; no meeting fees, options, or performance-based grants; peer-informed fee levels adjusted in 2023 after consultant review .
- Conflicts and related-party exposure: No Compensation Committee interlocks; related-party transactions are subject to Board/Audit Committee review under Regulation O and Code of Ethics; aggregate insider loans ~$64 million were on market terms with no impaired/nonaccrual reportables; no Donnelly-specific related-party transaction disclosed .
- Attendance and engagement: Board held 12 meetings in 2024; nominees attended ≥75% of aggregate Board/committee meetings; full Board attended 2024 Annual Meeting—indicating engagement .
- RED FLAGS: None disclosed for Donnelly—no hedging/pledging, no interlocks, no reportable related-party transactions tied to her; age below mandatory retirement threshold of 72 .