Frederick Taylor II
About Frederick L. Taylor II
Frederick L. Taylor II (age 55) is President of Troy Lumber Company (Troy, NC), where he has been employed since 1992; he has served on First Bancorp’s Board since 2005. His disclosed credentials emphasize business-building experience and oversight of financial statement preparation and accounting matters, supporting board effectiveness in audit and financial oversight contexts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Troy Lumber Company | President | 1992–present | Experience overseeing financial statement preparation and accounting review |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Taylor in the proxy |
Board Governance
- Independence and engagement
- Taylor serves on the Audit, Compensation, and Nominating & Corporate Governance Committees; each current member of these committees is independent under NASDAQ and Exchange Act rules, indicating the Board treats him as independent .
- Board met 12 times in 2024; all director nominees attended ≥75% of aggregate Board and committee meetings during their service period in 2024 .
- Independent directors held three executive sessions in 2024 .
- Hedging/pledging and insider trading controls
- Company prohibits hedging, short sales, and pledging of company stock; directors are subject to insider trading controls and open-window trading practices .
- Shareholder oversight signals
- 2024 Say-on-Pay received 96% support, reinforcing investor confidence in compensation governance .
| Committee (2024) | Member? | Chair? | 2024 Meetings |
|---|---|---|---|
| Executive & Loan | Yes | No | 11 |
| Audit | Yes | No (Chair: DeFerie) | 8 |
| Compensation | Yes | No (Chair: Crawford) | 4 |
| Nominating & Corporate Governance | Yes | No (Chair: Crawford) | 3 |
| Risk | No | — | 4 |
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Meeting Fees ($) | Chair/Lead Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 37,500 | 0 (no meeting fees) | 0 (not Chair/Lead) | 37,500 |
Notes:
- Since January 2023, non‑employee directors receive $37,500 cash annually; Lead Independent Director +$12,000 and Audit Chair +$20,000; no meeting fees are paid .
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares Granted | Grant-Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| Jun 1, 2024 | Common stock | 1,189 | 37,500 | Annual fixed-value grant to each non‑employee director under 2024 Equity Plan (no performance conditions disclosed) |
Notes:
- Equity awards for directors are fixed-value stock grants (~$37,500 per year); the proxy does not disclose performance metrics or multi-year performance conditions for director equity grants .
- Equity plans include clawback language to comply with applicable laws; company-wide Clawback Policy adopted Oct 2023 applies mandatorily to Covered Officers (executive officers) upon restatements; directors are not “Covered Officers” under Rule 10D‑1, but director awards under the equity plan are subject to plan-level recovery provisions as required by law .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Public company boards (current) | None disclosed for Taylor |
| Compensation Committee interlocks | None; company reports no interlocks under SEC rules for 2024 |
Expertise & Qualifications
- Business-building leadership as President of Troy Lumber; experience overseeing financial statements and accounting matters .
- Multi-committee service (Audit, Compensation, Nominating & Governance) supports broad governance coverage .
- Board stock ownership policy enhances alignment (see below) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notable Details |
|---|---|---|---|
| Frederick L. Taylor II | 40,845 | <1% (indicated by “*”) | Includes 2,400 shares held jointly with his children |
Additional alignment policies:
- Director ownership guideline: minimum value ≥5x cash annual director compensation; compliance required by January 1 of the third year after election; all current directors/nominees are in compliance .
- Hedging and pledging of company stock are prohibited, and short sales are not permitted .
Related-Party and Conflict Controls
- Governance processes: Related party transactions are screened via annual questionnaires, reviewed/approved by the Board or Audit Committee; related person does not participate; Audit Committee conducts annual review .
- Director/officer loans: First Bank extends credit to directors/officers and affiliates in ordinary course on market terms; aggregate outstanding to directors/nominees/principal shareholders/officers and affiliates was ~$64 million at 12/31/2024; none reportable as nonaccrual or impaired .
Governance Assessment
- Strengths
- Independence: Service on all three key independent committees (Audit, Compensation, Nominating & Governance) indicates strong independence and broad governance engagement .
- Alignment: Meaningful stock ownership (40,845 shares) and adherence to a 5x cash retainer ownership guideline; company prohibits hedging/pledging, supporting investor alignment .
- Attendance/engagement: Board met 12 times; nominees met the ≥75% attendance threshold; independent directors held three executive sessions, enhancing oversight .
- Pay structure: Simple, modest director pay with 50/50 cash/equity and no meeting fees; uses outside benchmarking; no options .
- Investor signal: 96% Say‑on‑Pay support in 2024 reflects strong shareholder backing of compensation governance .
- Watch items
- Ordinary‑course insider lending exists in aggregate across directors/officers given the banking model; company discloses controls and arm’s‑length terms; no specific issues identified for Taylor .
Overall, Taylor’s long-tenured, independent profile with multi‑committee service, equity ownership, and compliance with robust trading/ownership policies supports board effectiveness and investor confidence, with limited conflict risk indicated by disclosed controls and policies .