Mary Clara Capel
About Mary Clara Capel
Mary Clara Capel, 66, is an independent director of First Bancorp (FBNC), serving on the Board since 2005 and previously as Chair of the Board. She retired in 2017 from Capel, Incorporated, a third-generation rug manufacturer/importer/exporter, where she was director of administration and marketing (1981–Sept 2017). She is a past member of the North Carolina Banking Commission and has attended the North Carolina Bank Directors’ College . The Board determined in Feb 2025 that a supermajority of directors are independent under NASDAQ and Exchange Act rules; Ms. Capel is a non-employee director and thus independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capel, Incorporated | Director of Administration & Marketing | 1981–Sept 2017 | Senior management experience in a third-generation family business with global import/export operations |
| First Bancorp (FBNC) | Director; Former Chair of the Board | Director since 2005; former Chair (date not specified) | Long-tenured board leadership and oversight |
| North Carolina Banking Commission | Member (past) | Not disclosed | Regulatory perspective; attendance at NC Bank Directors’ College |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| North Carolina Banking Commission | Member | Past | Regulatory/oversight experience |
| Other public company directorships | — | Not disclosed | No other public company boards disclosed for Ms. Capel in 2025 proxy |
Board Governance
- Independence: Non-employee; Board determined 12 of 14 current directors (9 of 11 nominees) are independent under NASDAQ/Exchange Act. Non-independent directors are the current CEO and President (employees) .
- Attendance: Board held 12 meetings in 2024; all director nominees attended ≥75% of aggregate Board and committee meetings. All directors attended the 2024 Annual Meeting .
- Committees (2024 membership) and meeting cadence:
- Executive & Loan (11 meetings in 2024) – Member
- Audit (8 meetings) – Member; signatory to Audit Committee Report
- Compensation (4 meetings) – Member; Committee independent; no interlocks
- Nominating & Corporate Governance (3 meetings) – Member
- Risk (4 meetings) – Member
- Leadership structure context: Lead Independent Director role established in 2022 (held by James C. Crawford III); Board maintains executive sessions and supermajority independence .
| Committee | Member | Chair | Meetings Held (2024) |
|---|---|---|---|
| Executive & Loan | Yes | No (Chair not indicated for this committee) | 11 |
| Audit | Yes | No (Chair: Suzanne S. DeFerie) | 8 |
| Compensation | Yes | No (Chair: James C. Crawford III) | 4 |
| Nominating & Corporate Governance | Yes | No (Chair: James C. Crawford III) | 3 |
| Risk | Yes | No (Chair: Richard H. Moore) | 4 |
Fixed Compensation (Director)
| Year | Annual Cash Retainer | Committee Chair/Lead Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | $37,500 (cash) | Additional $12,000 for Lead Independent Director; $20,000 for Audit Chair (not applicable to Capel) | None (no meeting fees) | Board raised retainers in Oct 2022 effective Jan 2023; base set at $37,500 from $32,000 |
| 2024 Director Compensation (Capel) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $37,500 |
| Stock Awards (grant-date fair value) | $37,500 |
| All Other Compensation | $0 |
| Total | $75,000 |
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares Granted | Grant-Date Fair Value/Share | Total Grant Value | Plan | Vesting Terms |
|---|---|---|---|---|---|---|
| June 1, 2024 | Common Stock | 1,189 | $31.55 | ~$37,500 | 2024 Equity Plan | Not specified in proxy for directors (no performance metrics disclosed) |
- Non-employee directors receive an annual equity grant with value approximately equal to cash retainer; no options; no meeting fees .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; other than Ms. DeFerie (employee until 2019), no member has been an officer/employee; no SEC-described interlocks .
- Other public company boards for Capel: None disclosed .
Expertise & Qualifications
- 37 years operating experience in a global family manufacturing/import/export business (Capel, Inc.), bringing business decision-making and oversight skills .
- Past regulatory perspective via North Carolina Banking Commission; director education via NC Bank Directors’ College .
- Active participation on all standing Board committees in 2024 (breadth of governance exposure) .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Class | Ownership Notes | Ownership Guidelines | Compliance | Hedging/Pledging |
|---|---|---|---|---|---|---|
| Mary Clara Capel | 11,569 | <1% | Sole voting/investment power unless otherwise indicated (no special footnote for Capel) | Directors must hold ≥5x cash value of annual director comp; 3-year phase-in for new directors | All current directors/nominees in compliance | Hedging, short sales, and pledging prohibited by policy |
Related Party, Conflicts, and Controls
- Related-party process: Board/Audit Committee review and approval; annual questionnaire-based review; Code of Ethics requires conflict disclosure .
- Insider/affiliate loans: Aggregate ~$64 million outstanding to directors/nominees/principal shareholders/officers and affiliates as of 12/31/2024; made on market terms, ordinary course, no nonaccrual/impaired loans; individuals not itemized .
- Hedging/pledging: Prohibited for directors under Board policy .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 Say-on-Pay approval: 96% of votes cast in favor; Committee maintained approach into 2025 in light of strong support .
Compliance and Section 16(a)
- Delinquent Section 16(a) filings: Company reported 12 late filings in 2024, including one related to Ms. Capel; attributed primarily to vendor miscommunications/misunderstandings; Company states all necessary reports have now been filed .
Governance Assessment
- Strengths:
- Independence and broad committee engagement (member of all standing committees; Audit Committee signatory) .
- Balanced director pay mix (50% cash / 50% stock), no meeting fees, and robust stock ownership guideline (≥5x cash retainer) with full compliance—aligns incentives with shareholders .
- Hedging/pledging prohibited; strong conflict-review processes via Audit Committee and Code of Ethics .
- High Say-on-Pay support (96%), signaling investor confidence in compensation governance .
- Watch items:
- Attendance disclosure is threshold-based (≥75%); individual attendance rates not provided—limits precision of engagement assessment .
- Insider loans to directors/officers (aggregate ~$64M) are ordinary-course at market terms, but size warrants monitoring common to community/regional banks .
- Section 16(a) late filing (including Capel) in 2024 due to vendor issues—process weakness noted; corrected per company .
- No specific red flags identified regarding interlocks, pledging, option repricing, or related-party transactions tied to Ms. Capel; none disclosed beyond ordinary-course lending practices and general governance policies .
RED FLAGS: None disclosed specific to Ms. Capel (no pledging, no interlocks, no related-party transactions identified). Process note: late Section 16(a) filing in 2024 including for Ms. Capel—monitor follow-through on controls remediation .
Appendix Tables
Director Compensation Detail (2024)
| Component | Amount |
|---|---|
| Cash Retainer | $37,500 |
| Equity Grant (Shares x Price) | 1,189 x $31.55 = $37,500 |
| Total | $75,000 |
Committee Membership Snapshot (2024)
| Executive & Loan | Audit | Compensation | Nominating & Corp Gov | Risk |
|---|---|---|---|---|
| Member | Member; Audit Report signatory | Member | Member | Member |
Beneficial Ownership
| Shares | % of Class |
|---|---|
| 11,569 | <1% |
Notes:
- No other public company directorships disclosed for Ms. Capel .
- No director meeting fees are paid (Board and committees) .
- Directors expected to attend Annual Meeting; all directors attended in 2024 .