Dale Cole
FutureFuelAbout Dale E. Cole
Independent director since 2015; age 76; Class C term expires 2027. Educated at the University of Texas at Austin (business/finance) and the Graduate School of Banking at Louisiana State University. Career banker; currently Chairman and CEO of First Community Bank and its holding company. Determined independent by the Board under SEC and exchange rules, and previously served on the Audit Committee where all members were deemed “audit committee financial experts.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas Bank & Trust Company (Dallas, TX) | Banking professional | Began 1974 | Foundation in regulatory and corporate governance |
| First National Bank (Marshall, TX) | Banking professional | Not disclosed | Banking operations experience |
| Banc Texas McKinney (McKinney, TX) | President | 1983 | Executive leadership |
| Worthen Banking Corporation (Batesville/Newark, AR) | Chairman & CEO | 1988 | Led multiple board committees (comp, trust, executive, asset/liability, investment) |
| First Community Bank | Founder | 1997 | Built multi-branch bank, deep committee experience |
External Roles
| Organization | Role | Tenure | Type/Notes |
|---|---|---|---|
| First Community Bank & holding company | Chairman & CEO | Current | 33 branches; assets >$2.9B as of 12/31/2024 |
| Barret School of Banking (Memphis, TN) | Board of Trustees (prior) | Not disclosed | Non-profit/academic |
| Univ. Arkansas Community College (Batesville, AR) | Board of Visitors (prior) | Not disclosed | Academic board |
| Chamber of Commerce, Economic Development Foundation (Batesville, AR) | Board (prior) | Not disclosed | Civic organization |
| Lyon College | Advisory Council; Board (prior) | Not disclosed | Academic board |
| White River Medical Center (Batesville, AR) | Board (prior) | Not disclosed | Healthcare |
Board Governance
- Independence: Board determined Cole is independent; board is majority independent; no lead independent director designated; independent directors meet in executive session as needed .
- Attendance: Board held 4 meetings in 2024; all directors attended ≥75% of all meetings; committees recorded full attendance at each meeting in 2024 .
- Hedging/Pledging: Policy prohibits hedging and pledging; limited exceptions require pre‑clearance and board approval (two weeks’ prior notice) .
- Committee memberships and chair roles:
| Committee | Role | 2024 Membership | 2025 Status | Meetings (2024) | Attendance (2024) |
|---|---|---|---|---|---|
| Audit | Member | Manheim (Chair); Cole; Egger; Greer; Rowe | Cole resigned in 2025; Egger retires at 2025 AGM | Six | All members attended each meeting |
| Compensation | Chair | Bedell; Egger; Cole (Chair) | Current: Cole (Chair); Butcher; Manheim | Five | All members attended each meeting |
| Nominating/Corporate Governance | Member | Bedell (Chair); Cole; Egger; Manheim; Greer | Not disclosed | Four | All members attended each meeting |
Signal: Chairing the Compensation Committee places Cole centrally in pay governance and oversight of CEO compensation structures and director ownership monitoring .
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (Fair Value) | Option Awards | Total |
|---|---|---|---|---|
| 2024 | $120.0k | $25.8k | $0 | $145.8k |
- 2024 standard director pay: annual fee $50,000; chair adders: $25,000 (Chairman of Board), $20,000 (Audit Chair), $10,000 (other committee chairs); board meeting fee $5,000; committee meeting fee $2,500 .
- 2025 pay structure (effective April 1, 2025): retainer $47,500 per director; chairman of Board +$30,000; Audit Chair +$15,000; Compensation Chair +$10,000; other committee chair +$7,500; no board meeting fees; committee meeting fee $2,500 .
Performance Compensation
| Component | Detail |
|---|---|
| Annual equity grant to directors | 5,000 shares under Incentive Plan; 2024 grant date Dec 5, 2024; future grants on date of annual meeting |
| Options (new director grant policy) | Up to 10,000 options upon appointment (vest immediately; typical expirations per grant dates) |
| Dale Cole option status | No outstanding options disclosed for Cole; options listed for other directors (Novelly II, Kruszewski, Greer, Rowe) |
| Performance linkage (company framework) | Company-selected measure: Adjusted EBITDA; also monitors Gross Profit and Net Income in pay-versus-performance disclosures |
| Incentive Plan performance criteria (availability) | Broad set including cash flow, EPS, stock price, TSR, ROE/ROA, revenue, operating margin, market share, etc.; historically no performance-vested awards through 2023 |
Note: Director equity awards are time-based; no director-specific performance metrics disclosed. Compensation Committee monitors director ownership compliance with stock ownership guidelines (quantitative threshold not disclosed) .
Other Directorships & Interlocks
| Entity | Role | Public Co? | Interlock/Notes |
|---|---|---|---|
| First Community Bank & holding company | Chairman & CEO | No | Interlock: Donald C. Bedell is a director of First Community Bank, increasing network ties between directors |
| Public company boards | None disclosed for Cole | N/A | Board notes separate interlocks among other directors at World Point Terminals (Novelly II, Bedell, Manheim); Cole not listed |
Expertise & Qualifications
- Designated audit committee financial expert status during Audit Committee tenure; deep banking/regulatory experience spanning compensation, trust, asset/liability, investment committees .
- Education in business/finance and graduate banking program; founder and leader of a multi-branch regional bank (> $2.9B assets), supporting governance and risk capabilities .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Options (Exercisable/Unexercisable) | Pledged Shares |
|---|---|---|---|---|
| Dale E. Cole | 7,516 | <1% | 0/0 (no options disclosed) | None (company states none of such shares pledged) |
- Ownership guidelines exist and are monitored by the Compensation Committee; specific multiples or compliance status for Cole not disclosed .
- Hedging and pledging of company stock prohibited, with limited, pre-cleared exceptions; strong alignment policy .
Governance Assessment
-
Strengths
- Independent director with strong attendance; majority-independent board; independent directors meet in executive session; robust hedging/pledging restrictions .
- Chairs Compensation Committee, providing direct oversight of executive pay and director ownership compliance; committee fully attended meetings in 2024 .
- Banking/regulatory expertise and prior audit committee service with “financial expert” designation strengthen oversight of controls and risk .
-
Watch items / RED FLAGS
- Low personal ownership (<1%); 2024 equity award valued at $25.8k indicates modest alignment versus compensation influence as committee chair; monitor stock ownership guideline compliance over time .
- Network tie with Board Chair (Bedell) via First Community Bank could create perceived influence channels; no related-party transactions disclosed involving Cole, but maintain oversight .
- Company environment features material related-party transactions with Apex Oil affiliates tied to a 39.9% shareholder (Paul A. Novelly II); policy requires disinterested director approval—continue monitoring process quality and disclosures .
- Option grants issued to some directors upon appointment; while Cole has none disclosed, monitor any future equity adjustments for repricing or shifts in risk profile .
-
Shareholder Feedback
- Say-on-pay approved at 2023 annual meeting; next vote scheduled for 2026; Compensation Committee considers vote outcomes in practice .
Implication: Cole’s independent status, committee leadership, and banking governance experience support board effectiveness; primary investor focus should be on ownership alignment, oversight of related-party transactions, and vigilance against committee/network influences that could impact pay decisions or strategic objectivity .