John McCauley
About John W. McCauley
John W. McCauley (age 57) has served on First Bancorp’s board since 2021 following the acquisition of Select Bancorp, bringing two decades of bank board experience. He is CEO of Highland Paving Co., LLC and general manager of McCauley‑McDonald Investments, holds a B.S. in Economics from Davidson College and a J.D. from the University of North Carolina School of Law. As of December 31, 2024, he beneficially owned 19,571 FBNC shares (<1%).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Select Bank and Select Bancorp | Director | 2004–2021 | Long-tenured bank board director through sale to First Bancorp, joined FBNC board at closing |
| New Century Bank of Fayetteville (bank subsidiary of New Century Bancorp) | Founding member | Not disclosed | Founding governance role prior to entity’s evolution into Select Bank |
External Roles
| Organization | Role | Since/Years | Notes |
|---|---|---|---|
| Highland Paving Co., LLC | Chief Executive Officer | Not disclosed | Highway construction; manufacture and placement of hot mix asphalt |
| McCauley‑McDonald Investments (Fayetteville, NC) | General Manager | Not disclosed | Owns and leases ~70 commercial properties in NC |
Board Governance
| Committee | Member (2024) | Chair? | 2024 Meetings | Notes |
|---|---|---|---|---|
| Executive & Loan | Yes | No | 11 | Between-board authority; loan approvals |
| Audit | Yes | No | 8 | Independent committee; oversees audit, ICFR, auditor fees |
| Compensation | Yes | No | 4 | Independent; approves exec comp, equity plans |
| Nominating & Corporate Governance | Yes | No | 3 | Independent; director nominations, governance guidelines |
| Risk | No | — | 4 | Primary board risk oversight (Chair: CEO Moore) |
- Independence: The board determined 12 of 14 current directors (9 of 11 nominees) were independent; the only non‑independent directors are CEO/Chair Richard Moore and President Michael Mayer, implying McCauley is independent.
- Attendance: All nominees attended ≥75% of board and committee meetings in 2024. Executive sessions of independent directors were held three times in 2024.
- Lead Independent Director: James C. Crawford III serves as Lead Independent Director with defined responsibilities.
Fixed Compensation
| Component | 2024 Amount | 2023 Amount | Notes |
|---|---|---|---|
| Annual cash retainer (non‑employee director) | $37,500 | $37,500 | Base director fee |
| Annual equity grant value | $37,500 | $37,500 | Granted in June each year |
| Lead Independent Director fee | $12,000 | $12,000 | Add‑on to base retainer |
| Audit Committee Chair fee | $20,000 | $12,000 | Increased for 2024 service as disclosed in 2025 proxy |
| Meeting fees | $0 | $0 | None paid for board/committee meetings |
| Shares granted (director grant) | 1,189 sh | 1,221 sh | 6/1/2024 at $31.55/sh; 6/1/2023 at $30.69/sh |
Director-specific (2024):
- John W. McCauley received $37,500 cash and $37,500 stock awards; total $75,000.
Performance Compensation
- Non‑employee directors do not receive performance‑based bonuses; compensation consists of cash retainers and annual equity grants. No director performance metrics are used.
Other Directorships & Interlocks
- Other public company directorships: None disclosed for McCauley in his biography.
- Compensation Committee interlocks: None reported for the committee (of which McCauley is a member).
Expertise & Qualifications
- Banking/board governance: Director at Select Bank/Select Bancorp for 17 years prior to joining FBNC; attended NC Bank Directors’ College.
- Legal training: J.D. (UNC School of Law); brings legal and governance perspective.
- Operating executive: CEO of a construction firm and GM of a commercial real estate portfolio, contributing operating and risk oversight skills.
Equity Ownership
| Item | Value | As of | Notes |
|---|---|---|---|
| Total beneficial ownership | 19,571 sh | 12/31/2024 | Less than 1% of outstanding shares |
| Ownership as % of shares | <1% | 12/31/2024 | Denoted by asterisk in beneficial ownership table |
| Director equity grant (annual) | 1,189 sh | 6/1/2024 | Grant date fair value $31.55/sh (~$37,500) |
| Stock ownership guideline | 5× cash retainer | Policy | All directors/nominees are in compliance |
| Hedging/pledging | Prohibited | Policy | Hedging, short sales, and pledging of Company stock are prohibited |
Shareholder Voting Signals
| Item | For | Against/Withheld | Abstain | Broker Non‑Votes | Meeting Date |
|---|---|---|---|---|---|
| Election of J. W. McCauley (Director) | 30,450,635 | 850,543 | — | 4,329,950 | 4/29/2025 |
| Say‑on‑Pay (Advisory) | 29,235,792 | 2,013,234 | 52,152 | 4,329,950 | 4/29/2025 |
Additional context: 2024 Say‑on‑Pay support was 96% (votes cast).
Governance Assessment
-
Strengths
- Independent, multi‑committee member (Audit, Compensation, Nominating & Governance, Executive & Loan) with prior bank board tenure; adds legal and operator experience.
- Strong alignment mechanisms: mandatory stock ownership (5× retainer), annual equity grants, anti‑hedging/anti‑pledging policy.
- Shareholder support: high “For” votes in 2025 director election; robust Say‑on‑Pay approval.
- Independent compensation/governance structures: all key committees independent; clawback policy adopted (NASDAQ Rule 5608).
-
Watch items / potential red flags
- Late Section 16 filings in 2024 included McCauley among multiple directors/officers due to vendor/misunderstanding issues (company states all are now filed).
- Related‑party exposure typical of community banks: ~$64 million of loans outstanding to directors/affiliates at YE 2024 (market terms; none impaired); oversight via Audit Committee and board‑level approvals.
- Corporate‑level control environment note: Company disclosed and remediated a 2023 material weakness in IT general controls by June 30, 2024 (oversight relevance for Audit Committee members).
-
Compensation structure observations (board level)
- Director pay is balanced cash/equity ($37.5k/$37.5k). Audit Chair fee increased to $20k, potentially improving oversight incentives; no meeting fees.
- Compensation Committee uses an independent consultant periodically for executive benchmarking (Pearl Meyer last engaged in 2022), indicating attention to pay governance; McCauley serves on the committee.
Overall: McCauley appears to be an engaged, independent director with significant banking and operating experience, serving on core oversight committees. Alignment is supported by meaningful stock ownership requirements and equity grants; governance processes (clawback, anti‑hedging/pledging) are in place. Attention should remain on timely Section 16 compliance and routine monitoring of related‑party credit exposures standard to the business model.