Carlie McLamb Jr.
About Carlie C. McLamb, Jr.
Carlie C. McLamb, Jr. (age 60 as of April 1, 2025) is an independent director of First Bancorp (FBNC). He joined the Board in 2021 following First Bancorp’s acquisition of Select Bancorp, where he served as a director since 2010; he is President of Carlie C’s IGA and has served as a founding director and former chairman of Computer World Inc. He also serves on the boards of the North Carolina Retail Merchants Association and the Manna Fayetteville Dream Center, and is a former trustee and current presidential advisor to Campbell University; he completed the North Carolina Advanced Bank Directors’ College and is a past President of the Carolina Food Industry Council .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Select Bancorp and Select Bank | Director | 2010–2021 | Bank director experience and governance continuity through acquisition |
| Carlie C’s IGA | President | Current (not dated in proxy) | Retail operating leadership and multi-unit management |
| Computer World Inc. | Founding Director; former Chairman | Not disclosed | Board leadership and technology/business oversight |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| North Carolina Retail Merchants Association | Director | Trade Association | Retail industry insights, policy interface |
| Manna Fayetteville Dream Center | Director | Non-profit | Community engagement and oversight |
| Campbell University | Former Trustee; Presidential Advisor | Academic | Higher-education governance and advisory |
| Carolina Food Industry Council | Past President | Trade Association | Sector leadership and advocacy |
Board Governance
- Committee memberships (2024): Executive & Loan (member) , Audit (member) , Compensation (member) , Nominating & Corporate Governance (member) ; not a member of the Risk Committee .
- Committee chair roles: None in 2024 (chairs designated for other directors) .
- Independence: All Audit Committee members are independent under NASDAQ and Exchange Act rules; McLamb serves on Audit, indicating independence status consistent with Board determinations (12 of 14 current directors; 9 of 11 nominees independent) .
- Attendance: Board held 12 meetings in 2024; all director nominees attended at least 75% of Board and standing committee meetings; all directors attended the 2024 Annual Meeting .
- Governance policies: Director stock ownership requirement equals ≥5x cash retainer; all current directors/nominees are in compliance . Executive sessions of non-employee directors are a regular feature of Board governance .
- Hedging/pledging: Company prohibits hedging, short sales, and pledging of Company stock after policy adoption .
- Clawback: Excess Incentive-Based Compensation Recovery Policy compliant with SEC Rule 10D-1/NASDAQ 5608; mandatory recovery of erroneously awarded incentive-based compensation for Covered Officers upon restatement (3-year lookback) .
2024 Committee Structure and Activity
| Committee | Membership (McLamb) | Chair? | 2024 Meetings |
|---|---|---|---|
| Executive & Loan | Member | No | 11 |
| Audit | Member | No | 8 |
| Compensation | Member | No | 4 |
| Nominating & Corporate Governance | Member | No | 3 |
| Risk | Not a member | — | 4 |
Fixed Compensation
- Director compensation framework: Base cash retainer $37,500; equity grant of approximately $37,500 in common stock annually (June); no meeting fees; Lead Independent Director +$12,000; Audit Chair +$20,000 .
- 2024 compensation (McLamb): $37,500 in cash; $37,500 in stock awards; total $75,000; no other compensation .
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Cash retainer | $37,500 | Standard non-employee director base fee |
| Equity grant (common stock) | $37,500 | Under 2024 Equity Plan; granted annually in June |
| Meeting fees | $0 | No additional fees for attending Board/Committee meetings |
| Role premiums | $0 | Not LID or Audit Chair; thus no role premium |
| Total | $75,000 | Summation of cash + equity |
Performance Compensation
- Directors do not receive performance-based cash bonuses, options, PSUs, or disclosed performance-contingent metrics; compensation is a fixed cash retainer plus fixed-value equity grants of common stock .
| Metric Category | Disclosed Metrics | Notes |
|---|---|---|
| Performance-conditioned director pay | None disclosed | Equity grants are fixed-value common stock; no PSUs/options noted |
2024 Equity Grant Detail (Director)
| Grant Date | Shares Granted | Grant-date Fair Value per Share | Total Grant Fair Value | Instrument | Vesting |
|---|---|---|---|---|---|
| June 1, 2024 | 1,189 | $31.55 | ~$37,500 | Common stock under 2024 Equity Plan | Not disclosed |
Other Directorships & Interlocks
| Entity | Type | Role | Public Company? | Interlocks/Notes |
|---|---|---|---|---|
| North Carolina Retail Merchants Association | Trade Association | Director | None disclosed as public | Industry network; not a compensation committee interlock |
| Manna Fayetteville Dream Center | Non-profit | Director | None disclosed as public | Community leadership; no interlocks |
| Computer World Inc. | Private company | Founding Director; former Chairman | None disclosed as public | Technology/business oversight; no interlocks |
| Campbell University | Academic | Former Trustee; Presidential Advisor | Not applicable | Advisory role; no interlocks |
- Compensation Committee interlocks: None; McLamb served on the Compensation Committee in 2024 alongside other independent directors .
Expertise & Qualifications
- Retail operations and multi-unit management expertise as President of Carlie C’s IGA .
- Prior technology/business governance (Computer World Inc.) .
- Bank governance education: Completed North Carolina Advanced Bank Directors’ College .
- Sector leadership and civic engagement: Past President of Carolina Food Industry Council; roles with trade association and non-profit boards .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Class | Notes |
|---|---|---|---|
| Carlie C. McLamb, Jr. | 52,360 | <1% (*) | Includes 33,139 shares held by spouse ; total shares outstanding: 41,339,783 |
| Ownership Guidelines | In compliance | — | Directors must hold ≥5x cash retainer; all current directors/nominees comply |
| Hedging/Pledging | Prohibited by policy | — | No pledging/hedging permitted post-policy adoption |
Insider Trades and Reporting
| Year | Late Section 16(a) Filings | Individuals Included | Note |
|---|---|---|---|
| 2024 | 12 total (Company-wide) | Includes Mr. McLamb (two filings) | Causes included vendor miscommunications and transaction misunderstandings; Company believes all necessary reports now filed |
Related Party Transactions and Potential Conflicts
- The Company reports ordinary-course deposit/credit relationships with directors and affiliates; aggregate principal amount of loans outstanding to directors/nominees/principal shareholders/officers and affiliates was ~$64 million at 12/31/2024; loans were on market terms, with no reportable loans on nonaccrual or impaired; approvals exclude the related person and are overseen by the Audit Committee under Regulation O and Company policy .
- Code of Ethics requires reporting and approval of potential conflicts (including dealings with customers/suppliers where a director may have interests) and Audit Committee oversight of related party matters .
- No specific related-party transaction disclosures involving Carlie C’s IGA or Mr. McLamb beyond the generalized, ordinary-course framework described above .
Shareholder Feedback
- Say-on-Pay (2024) approval was 96% of votes cast; Compensation Committee maintained consistency in 2025 approach in light of high support .
Governance Assessment
-
Positives:
- Independent director serving on key committees (Audit, Compensation, Nominating & Governance; Executive & Loan), indicating broad engagement; Audit Committee independence affirmed .
- Attendance threshold met (≥75% of Board/committee meetings); full Annual Meeting attendance; strong director ownership alignment (≥5x cash retainer; all directors in compliance); hedging/pledging prohibited .
- No compensation committee interlocks; director compensation is modest and balanced between cash and equity (fixed-value grants) .
-
Watch items / RED FLAGS:
- Two late Section 16(a) filings for Mr. McLamb in 2024; while remediated, repeated reporting lapses can signal process/control weaknesses in personal compliance (monitor for recurrence) .
- Executive & Loan Committee membership plus the Company’s ordinary-course credit relationships with directors underscores the need for continued rigorous Regulation O/recusal governance given the aggregate $64M exposure across insiders (no impairment reported) .
-
Overall: Current evidence supports independence, engagement, and alignment; the principal governance risk noted is the late reporting in 2024, which has been addressed but warrants monitoring .