Richard Moore
About Richard H. Moore
Richard H. Moore (64) is Chair and Chief Executive Officer of First Bancorp (FBNC) and has served as a director since 2010, CEO since 2012, and Chair since 2022 . In 2024, FBNC reported net income of $76.2 million and diluted EPS of $1.84 (Adjusted Net Income $114.6 million; Adjusted D‑EPS $2.77 due to hurricane and a securities loss‑earnback) . Total shareholder return (value of $100 investment) improved to $124.28 in 2024 from $102.20 in 2023 . Capital remains strong (12/31/24 leverage ratio 11.15%; total risk‑based capital ratio 16.63%) and asset quality stable (NPAs 0.39% of assets; net charge‑offs 0.07%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Bancorp | Chief Executive Officer | 2012–present | Led growth and risk oversight; elected Board Chair in 2022, aligning strategy and execution . |
| First Bancorp | Director | 2010–present | Long-tenured governance continuity and oversight. |
| First Bancorp | Chair of the Board | 2022–present | Combined CEO/Chair role with Lead Independent Director structure for balance . |
| Relational Investors LLC | Managing Director | Pre‑2012 (not dated) | Shareholder value orientation and governance expertise. |
| State of North Carolina | State Treasurer (two terms) | Not disclosed | Deep public finance and investment oversight experience. |
| State of North Carolina | Secretary of Crime Control & Public Safety | Not disclosed | Executive leadership in large, regulated organization. |
| U.S. DOJ | Assistant U.S. Attorney | Not disclosed | Legal and enforcement background; risk/compliance acumen. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| New York Stock Exchange | Numerous committees; past Chair, NYSE Regulation Board | Not disclosed | Market structure, compliance, and governance expertise. |
| Wake Forest University | Former Trustee; Investment Committee | Not disclosed | Endowment oversight and fiduciary experience. |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 | FY 2025 (set Jan 2025) |
|---|---|---|---|---|
| Base Salary ($) | $525,000 (set mid‑2022 per Pearl Meyer) | $525,000 | $525,000 | $550,000 |
| AIP Target (% of salary) | 50% | 50% | 50% | 75% |
Performance Compensation
2024 Annual Incentive Plan (AIP) – Performance Grid and Outcome
| Metric | Threshold | Target | Maximum | Weight | Actual 2024 | Payout % of target |
|---|---|---|---|---|---|---|
| Diluted EPS (Adjusted for 2024) | $2.54 | $3.16 | $3.65 | 50% | $2.77 (Adjusted D‑EPS) | 34.3% |
| Retail Deposit Growth | 1.7% | 3.7% | 5.7% | 25% | 5.10% | 32.9% |
| Efficiency Ratio | 61.9% | 57.2% | 54.3% | 25% | 60.4% | 16.5% |
| Total | — | — | — | 100% | — | 83.7% |
Notes:
- Committee used Adjusted Net Income and Adjusted D‑EPS for 2024 due to Hurricane Helene and the securities loss‑earnback; exam “safety and soundness” trigger achieved .
CEO 2024 AIP Payout
| Item | Value |
|---|---|
| Base salary (2024) | $525,000 |
| Target incentive % | 50% |
| Performance factor | 83.7% |
| Total AIP earned | $219,713 |
| Cash paid | $109,856 |
| Restricted stock (RS) | 2,489 shares; grant value $109,857; vests 1/3 on Jan 5, 2026/2027/2028 |
| Clawback | AIP includes clawback for restatements ; companywide clawback adopted Oct 2023 |
Long‑Term Equity Grants (Retention/Ownership)
| Grant Date | Type | Shares | Grant Value ($) | Vesting |
|---|---|---|---|---|
| July 23, 2024 | Time‑based RS | 13,234 | $525,000 | Cliff vest on July 23, 2027 |
| Prior outstanding (see Outstanding Awards) | Time‑based and AIP RS | See below | See below | See below |
Equity Ownership & Alignment
Beneficial Ownership (as of 12/31/2024)
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Richard H. Moore | 186,891 | <1% (company disclosure) ; ~0.45% based on 41,339,783 shares outstanding on 3/7/2025 (analyst calc) |
Policies and alignment:
- NEO stock ownership guideline: CEO ≥ 3x salary; other NEOs ≥ 1x salary; Moore/Mayer must retain 50% of granted shares until retirement .
- Hedging/pledging: Prohibited (hedging/monetization, shorts, and pledging) .
- Director stock ownership: Directors must hold ≥ 5x annual cash retainer; all nominees in compliance (director policy) .
Outstanding Unvested Equity at 12/31/2024 (Moore)
| Grant | Shares Unvested | Market Value ($) | Vesting Detail |
|---|---|---|---|
| 6/20/2022 time‑based | 13,610 | $598,432 | Vests 6/20/2025 |
| 1/24/2023 AIP (2022 perf) | 1,637 (unearned) | $71,979 | Final 1/3 vests 12/31/2025 |
| 6/27/2023 time‑based | 16,886 | $742,477 | Vests 6/27/2026 |
| 3/8/2024 AIP (2023 perf) | 1,134 (unearned) | $49,862 | 1/3 vested 12/31/2024; 2/3 vest 12/31/2025 & 12/31/2026 |
| 7/23/2024 time‑based | 13,234 | $581,899 | Vests 7/23/2027 |
Vesting/calendar overhang (potential supply):
- 2025: 13,610 (6/20/2025) + 1,637 (12/31/2025) + 567 from 3/8/2024 award (equal tranches) → 1,134 unearned total splits equally in 2025/2026 .
- 2026: 16,886 (6/27/2026) + 567 from 3/8/2024 award (equal tranches) .
- 2027: 13,234 (7/23/2027) .
- 2026–2028: 2,489 AIP 2024 RS vests 1/3 Jan 5 each year 2026–2028 .
Notes: Company prohibits pledging; sales are constrained by insider trading windows and pre‑clearance practices .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | One‑year term, auto‑renews unless non‑renewal notice . |
| Benefits | Participation in company plans; reimbursement for NC State Health Plan premiums . |
| AIP/Equity clawback | Plan‑level and companywide clawbacks per SEC/Nasdaq rules . |
| Termination without cause | Cash: greater of months remaining in term or six months of base salary (per table methodology); plus health cost reimbursement for same period . Long‑term incentives vest in full upon termination without cause . |
| Disability | Lump sum equal to three months of base salary . |
| Change in control (CIC) – cash | 2.99x base salary if terminated or certain events within 12 months of CIC; 12 months health plan reimbursement; definitions provided in agreement . |
| CIC – equity | 2014/2024 Equity Plans provide automatic vesting upon CIC (single‑trigger for equity) . |
| Non‑compete / non‑solicit | Six months post‑termination; broad geographic coverage (60‑mile radius around HQ; areas of substantial service; all company markets) . |
Board Governance
- Roles: Combined Chair & CEO since 2022, with a Lead Independent Director (James C. Crawford, III) overseeing executive sessions and information flow; the Board maintains a supermajority of independent directors .
- Committee leadership: Moore chaired the Executive & Loan Committee and the Risk Committee in 2024 .
- Attendance: Board met 12 times in 2024; all nominees attended ≥75% of meetings; independent directors held three executive sessions in 2024 .
- Independence: Moore is not independent (employee director) .
- Director ownership policy: Directors must hold stock ≥ 5x cash retainer; all nominees compliant .
Compensation Structure Analysis
| Dimension | Observation |
|---|---|
| Cash vs equity mix | CEO package meaningfully equity‑weighted: time‑based retention RS grants annually (100% of salary in 2024) and AIP delivered 50% in RS with 3‑year ratable vesting . |
| Performance rigor | AIP tied 50% to EPS, 25% to deposit growth, 25% to efficiency ratio with threshold/target/max; 2024 used Adjusted EPS due to hurricane and loss‑earnback impacts; aggregate payout 83.7% . |
| Peer benchmarking | Compensation philosophy targets ~50th percentile of peer group; Pearl Meyer engaged for analysis (most recently in 2022) . |
| Say‑on‑Pay | 96% approval at 2024 AGM, indicating broad shareholder support . |
| Governance features | Formal clawback policy (SEC/Nasdaq compliant), hedging/pledging prohibitions, ownership/retention guidelines . |
| Potential red flags | Single‑trigger equity acceleration at CIC; combined Chair/CEO (mitigated by a robust Lead Independent Director role) . |
| Compliance note | Company disclosed certain late Section 16 filings in 2024, including for Moore, attributed largely to vendor/miscommunication issues (remediated) . |
Director Service and Compensation (for dual‑role context)
- Board service history: Director since 2010; Chair since 2022; committee chair roles as noted .
- Dual‑role implications: Combined Chair/CEO concentrates authority but is counterbalanced by Lead Independent Director duties (agenda‑setting for executive sessions, CEO advisory, performance review input) and a supermajority‑independent board .
- Director pay: Non‑employee director compensation schedule disclosed; as an employee director, Moore’s compensation is captured in the NEO tables (no incremental director fees) .
Multi‑Year CEO Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 519,231 | 670,600 | 195,600 | 76,071 | 1,461,502 |
| 2023 | 525,000 | 585,000 | 60,000 | 87,821 | 1,257,821 |
| 2024 | 525,000 | 634,856 | 109,857 | 67,753 | 1,337,466 |
Notes: “All Other” includes defined contribution plan contributions, dividends on restricted stock, life insurance benefits, and healthcare reimbursements .
Performance & Track Record
| Metric | 2024 | 2023 | 2022 |
|---|---|---|---|
| Net Income ($mm) | 76.2 | 104.1 | 146.9 (proxy performance table) |
| Diluted EPS ($) | 1.84 | 2.53 | 4.12 (proxy performance table) |
| Adjusted Net Income ($mm) | 114.6 | — | — |
| Adjusted D‑EPS ($) | 2.77 | — | — |
| TSR – $100 initial (year‑end value) | 124.28 (2024) | 102.20 (2023) | 115.15 (2022) |
| NIM (tax‑equivalent) | 2.91% | 3.06% | — |
Operational/capital highlights at 12/31/2024: Assets $12.1B; Loans $8.1B; Deposits $10.5B; Equity $1.4B; leverage ratio 11.15%; total risk‑based capital ratio 16.63%; NPAs 0.39%; net charge‑offs 0.07% .
Compensation Committee, Peer Group, and Say‑on‑Pay
- Compensation Committee fully independent; oversees CEO performance, AIP targets, and equity grants .
- Peer group: 21 regional banks used in Pearl Meyer 2022 review (e.g., Renasant, Trustmark, WesBanco, United Community, etc.); philosophy anchored around median (50th percentile) pay positioning .
- Say‑on‑Pay approval: 96% in 2024; signaled investor support for pay design .
Risk Indicators & Policies
- Clawback: SEC/Nasdaq‑compliant recovery policy (three‑year lookback after a restatement) .
- Hedging/Pledging: Prohibited—reduces misalignment and involuntary sales risk from margin calls .
- Equity awards at CIC: Single‑trigger vesting under equity plans (potential windfall risk) .
- Section 16 compliance: Company reported certain late filings in 2024 (including Moore) due to vendor/misunderstandings; now remedied .
Investment Implications
- Alignment and retention: Moore’s compensation is equity‑heavy with meaningful unvested overhang through 2027, suggesting continued alignment and a retention tether; AIP paid half in stock with 3‑year ratable vesting and annual time‑based grants (100% of salary in 2024) reinforce long‑term focus .
- Near‑term supply signals: Scheduled vestings in 2025–2027 (notably 13,610 shares in June 2025; 16,886 in June 2026; 13,234 in July 2027; plus AIP tranches and Jan 2026–2028 AIP‑RS) create potential, periodic insider selling windows, though corporate policies constrain timing .
- Governance balance: Combined Chair/CEO raises typical independence questions but is offset by a robust Lead Independent Director role, executive sessions, and a supermajority‑independent board; equity plan single‑trigger CIC vesting remains a shareholder‑unfriendly feature to monitor .
- Pay for performance: 2024 payout at 83.7% reflects below‑target results on core profitability/efficiency, tempered by Committee’s use of Adjusted EPS to isolate one‑time impacts—consistent with peer practice, but investors should monitor frequency and magnitude of adjustments over time .
- Shareholder support: 96% Say‑on‑Pay and strong ownership/retention and anti‑hedging/pledging policies point to constructive governance and alignment under Moore’s tenure .