Miltom E. Petty
About Miltom E. Petty
Independent director (age 73) serving since August 2010; Audit Committee financial expert with over 50 years as a licensed CPA. Currently Executive Vice President (previously 45-year CFO) at Carolina Hosiery Mills, Inc.; BS in Business Administration from UNC–Chapel Hill. Serves on Audit and Compensation Committees; identified as independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carolina Hosiery Mills, Inc. | Chief Financial Officer (prior), Executive Vice President (current) | CFO for 45 years; EVP current | Deep accounting/finance experience; Audit Committee financial expert for LOB |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Trust Company of the South | Director | Since August 2013 | Private company board; not a public-company directorship |
| Carolina Hosiery Mills, Inc. | Executive Vice President | Current | Privately held manufacturing and real estate firm |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; not a committee chair. Audit Committee chaired by Yousef A. Valine; Compensation Committee chaired by William H. Cameron. Risk Committee chaired by Diane B. Glossman; Nominating and Corporate Governance Committee chaired by David G. Lucht.
- Audit Committee financial expert designation for Petty (and Glossman).
- Independence: Independent director (Board deems all directors other than Mahan, Underwood, Williams to be independent).
- Board/committee engagement: Board met 6 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings; independent directors hold executive sessions.
- Leadership structure: CEO serves as Chair; no Lead Independent Director.
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Cash fees | $59,000 fees earned/paid in cash (excludes voluntary forfeiture of $15,000 retainer in Q1) |
| Annual RSU grant | 2,327 RSUs granted May 21, 2024; grant date fair value $82,725; vests May 1, 2025 |
| Options | None outstanding for non-employee directors in 2024 |
| Director fee framework | Annual retainer $60,000; chair fees: Audit ($25,000), Risk ($20,000), Compensation ($18,000), Nominating ($13,000); Bank Directors Loan Committee membership ($12,000) |
Performance Compensation
| Element | Metrics | Vesting/Terms |
|---|---|---|
| Director RSUs (May 21, 2024 grant) | No performance metrics disclosed; time-based RSUs | 2,327 RSUs vest on May 1, 2025; grant value $82,725 |
| Non-equity incentive plan | None for directors in 2024 | Not applicable |
Other Directorships & Interlocks
| Type | Company | Role | Public/Private | Interlock/Conflict Notes |
|---|---|---|---|---|
| Current | Trust Company of the South | Director | Private | No public-company interlocks disclosed for nominees |
| Current | Carolina Hosiery Mills, Inc. | EVP | Private | Employment role outside LOB; no related-party transactions disclosed with this entity |
Expertise & Qualifications
- CPA, >50 years; Audit Committee financial expert designation.
- Long-tenured CFO experience; deep familiarity with accounting standards and financial reporting.
- BS in Business Administration (UNC–Chapel Hill).
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 125,566 shares; less than 1% of outstanding |
| Unvested director RSUs | 2,327 RSUs (granted May 21, 2024; vest May 1, 2025) |
| Options (exercisable/unexercisable) | None disclosed for Petty |
| Pledged shares | No pledges disclosed for Petty; pledging disclosed for other directors (e.g., Mahan and Williams) |
| Hedging policy | Company prohibits hedging by directors; pledging permitted with pre-clearance/reporting to Audit Committee |
Governance Assessment
- Strengths: Independence; Audit and Compensation Committee membership; Audit Committee financial expert designation; at least 75% meeting attendance among directors; director RSU grants align compensation with equity.
- Alignment signals: Non-employee directors voluntarily forfeited $15,000 in Q1 2024 retainers; standard RSU grants with time-based vesting.
- Potential conflicts: Son-in-law (James J. Hughes) employed by Bank with 2024 total cash compensation $280,882; company states family employees are adults, do not share home, and compensation/benefits consistent with similarly situated employees. Monitor but structured under standard policies.
- Board-level risk considerations: No Lead Independent Director; company allows share pledging (with controls); Audit Committee oversees related-person transactions and pledging oversight; loans to insiders subject to Reg O and at market terms.
- Interlocks: No public-company directorships among nominees, reducing external public interlocks.
RED FLAGS to monitor: Family member employment (standardized treatment disclosed); permissive pledging policy at company level (though no Petty pledges disclosed); absence of Lead Independent Director.