Suzanne DeFerie
About Suzanne S. DeFerie
Suzanne S. DeFerie (age 68) is an independent director of First Bancorp (FBNC), designated as an SEC “audit committee financial expert,” and serves as Audit Committee Chair. She joined FBNC’s Board in 2019 after retiring as Executive Vice President and Regional President following the 2017 ASB Bancorp merger; previously, she was President & CEO of ASB Bancorp/Asheville Savings Bank (2008–2017). She holds a CPA and sits on multiple regional and industry boards (see External Roles).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ASB Bancorp / Asheville Savings Bank | President & Chief Executive Officer | 2008–2017 | Led bank to merger with First Bancorp in 2017; deep banking/finance leadership |
| First Bank (post-merger) | Executive Vice President & Regional President (Asheville Region) | 2017–Sep 2019 | Senior operating role through integration, retired Sept 2019 before joining Board |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Federal Home Loan Bank of Atlanta | Director | Current | GSE board oversight; sector/regulatory exposure |
| ANC Health Care (formerly Mission Health System) | Director | Current | Regional healthcare governance |
| Asheville Area Chamber of Commerce Community Betterment Foundation | Director | Current | Community/economic development |
| Asheville Merchants’ Fund | Director | Current | Community philanthropy/business support |
Board Governance
- Committee assignments (2024): Executive & Loan (member), Audit (Chair), Compensation (member), Nominating & Corporate Governance (member), Risk (member). All Audit Committee members are independent.
- Independence: Board determined 12 of 14 current directors (9 of 11 nominees) are independent under NASDAQ/Exchange Act/Company guidelines; Audit Committee is entirely independent.
- Attendance: Board met 12 times in 2024; all nominees (including DeFerie) attended ≥75% of Board and committee meetings. All directors attended the 2024 annual meeting. Independent directors held three executive sessions in 2024.
- Stock ownership policy: Directors must hold Company stock with value ≥5× cash value of annual director compensation; all current directors/nominees are compliant. Hedging/pledging of Company stock is prohibited.
- Audit oversight signal: Company remediated a 2023 material weakness in user access controls as of June 30, 2024; Audit Committee changed auditor to Crowe LLP for FY2025.
Shareholder Voting Signal (Withhold Concentration)
| Item | 2024 Vote (May 2, 2024) | 2025 Vote (Apr 29, 2025) |
|---|---|---|
| Election of Suzanne S. DeFerie | For: 17,338,104; Withheld: 12,526,405; Broker non-votes: 4,800,906 | For: 21,305,801; Withheld: 9,995,377; Broker non-votes: 4,329,950 |
Observation: DeFerie’s withheld votes were notably higher than most peers in both 2024 and 2025, a governance signal that warrants ongoing investor attention.
Fixed Compensation
| Component (Non-Employee Director) | 2024 Amount | Details |
|---|---|---|
| Base cash retainer | $37,500 | Set effective Jan 2023; no meeting fees |
| Audit Committee Chair fee | $20,000 | Payable to Audit Chair (DeFerie) |
| Equity grant (annual) | $37,500 | 1,189 shares granted June 1, 2024 at $31.55/share |
| Total 2024 Director Compensation (DeFerie) | $95,000 | $57,500 cash + $37,500 stock |
Performance Compensation
- Non-employee director pay has no disclosed performance-based metrics (no meeting fees; annual equity grants under the 2024 Equity Plan). Clawback provisions apply to equity plans per Dodd-Frank/SEC/NASDAQ rules.
Other Directorships & Interlocks
- Compensation Committee interlocks: None; note DeFerie was a Company employee until 2019 (prior to service on Compensation Committee).
- Shared directorships with competitors/suppliers/customers: Not disclosed.
- Related-party transactions: Aggregate insider/affiliate loans were ~$64 million at Dec 31, 2024, on market terms; none impaired/nonaccrual. No specific related-party transactions disclosed for DeFerie.
Expertise & Qualifications
- CPA; SEC-designated “audit committee financial expert.”
- Former bank CEO and senior operator; broad finance, risk, and audit oversight experience.
- Governance roles across financial (FHLB Atlanta), healthcare, and community organizations.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common shares) | 67,482; less than 1% of shares outstanding (asterisked in proxy table) |
| Ownership guideline compliance | Company states all directors/nominees compliant with 5× cash guideline |
| Hedging/pledging | Prohibited by Board policy |
Governance Assessment
-
Strengths:
- Audit Committee Chair with CPA and “financial expert” designation; Audit Committee independence; remediation of prior material weakness completed in 2024.
- Robust director stock ownership guideline (5× cash); anti-hedging/anti-pledging; mandatory annual re-election; regular independent executive sessions.
- Shareholder support for say-on-pay: 96% approval in 2024; strong approval again in 2025.
-
Watch items / potential red flags:
- Elevated withheld votes in director elections (2024 and 2025) vs many peers—monitor causes (e.g., prior employment, committee leadership scrutiny, broader investor sentiment).
- Prior Company employment (until 2019) while presently considered independent; acceptable under rules, but some investors may flag the cooling-off period history.
- Auditor transition (BDO → Crowe) and prior internal control material weakness (remediated) increase scrutiny on audit oversight, though remediation is a positive outcome.
-
Process and alignment signals:
- No director meeting fees; compensation mix balanced between cash and annual equity; clawback policy in place under SEC/NASDAQ listing standards.
SAY-ON-PAY context:
| Year | Say-on-Pay Result | Notes |
|---|---|---|
| 2024 | 96% support | Committee viewed as validation of compensation approach |
| 2025 | For: 29,235,792; Against: 2,013,234; Abstain: 52,152; Broker non-votes: 4,329,950 | Annual frequency chosen by shareholders |
Overall: DeFerie’s audit leadership, CPA credential, and financial expert designation support board effectiveness. The consistent, elevated withheld votes are a clear governance signal to monitor, particularly given her prior executive history; however, policies on independence, ownership, anti-hedging/pledging, and remediation of controls strengthen investor confidence.