C. Todd Asbury
About C. Todd Asbury
C. Todd Asbury, age 54, has served on the New Peoples Bankshares, Inc. (NWPP) board since 2018 and is currently a non-independent director due to his former executive roles and ongoing advisory arrangement. He is a Certified Public Accountant (CPA) with deep banking and finance leadership experience, including prior service as President & CEO (Company through March 31, 2024; Bank through December 2023) and earlier CFO/Treasurer roles; he is a member of the Board’s ALCO Committee, with board tenure of seven years as of the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Peoples Bankshares, Inc. (Company) | President & CEO | December 2014 – March 31, 2024 | Drove organizational leadership; continued board service post-CEO |
| New Peoples Bank (Bank) | President & CEO | December 2014 – December 2023 | Operational leadership; risk and credit oversight exposure |
| New Peoples Bankshares/Bank | Executive VP, CFO & Treasurer | 2009 – 2014 | Financial leadership; reporting and capital management |
| New Peoples Bankshares/Bank | Senior VP, CFO & Treasurer | Starting in 2003 | Early finance leadership; built internal controls and reporting |
| New Peoples Bankshares/Bank | Senior Advisor | June 2024 – May 2025 (advisory at $305,000; accelerated in March 2025) | Transition support; continuity of institutional knowledge |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bluefield University | Chairman, Board of Trustees | Ongoing (disclosed) | Institutional governance and strategic oversight |
| Virginia Bankers’ Association School of Bank Management | Board of Trustees Member | Ongoing (disclosed) | Banking education governance; industry best-practices |
| United Way of Southwest Virginia | Board Member | Ongoing (disclosed) | Community impact; stakeholder engagement |
| Virginia Early Childhood Development Foundation | Board Member | Ongoing (disclosed) | Social/education policy influence |
| Southwest Virginia Workforce Development Board | Board Member | Ongoing (disclosed) | Regional workforce strategy |
Board Governance
| Attribute | Details |
|---|---|
| Committee memberships | ALCO (Asset-Liability Committee) – Member |
| Chair roles | None disclosed for Asbury |
| Independence status | Not independent (Board determined all members independent except Messrs. Asbury and Kiser) |
| Attendance | Board met 12 times in 2024; each incumbent director attended >75% of Board and committee meetings of which they were members; all directors attended the 2024 annual meeting |
| Executive sessions | Held periodically without the CEO |
| Board leadership | Independent Chair; committee system includes ALCO, Loan, Compensation, Nominating, Audit Risk & Compliance, Technology |
Fixed Compensation
| Director Compensation (2024) | Fees Earned or Paid in Cash ($) | Total ($) |
|---|---|---|
| C. Todd Asbury | — | — |
- Non-employee director structure: $1,000/month retainer (Chair $1,300); Executive Committee retainer $300/month; per-meeting fees: Chair $250, members $200 per committee meeting attended .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 355,544 | 455,840 |
| Bonus ($) | 68,064 | — |
| Non-Equity Plan Compensation ($) | 15,493 | 39,604 |
| All Other Compensation ($) | 41,946 | 31,515 |
| Total ($) | 481,407 | 526,959 |
| Incentive Plan | Structure | Performance Metric(s) | Asbury-specific Data | Vesting/Settlement |
|---|---|---|---|---|
| Senior Performance Bonus Plan | Cash bonus for certain senior officers | Bank operating/consolidated performance goals | 2024 bonus paid in 2025: $0 for Asbury (footnote) | Annual cash payout if goals achieved; 2024 accrual $205,175 across participants (paid 2025) |
| Long-Term Cash Incentive Plan (adopted Feb 27, 2023) | Cash award based on quarterly EPS × notional shares | Quarterly EPS (adjusted for unusual/infrequent items) | Initial award: 140,000 notional shares to Asbury (Feb 28, 2023) | Vests 25% per year over 4 years; paid on earliest of separation, change in control, or 10-year anniversary; vested portions generally paid in three installments |
| Profit Sharing Plan | Bank-wide profit sharing when budgeted net income met | Budgeted net income vs actual (pool reduced by shortfall) | 2024 pool paid in 2025 totaled $265,998 (participant-level amounts disclosed for others; Asbury’s 2024 cash award $0 per footnote) | Annual cash payout per schedule set by Board |
- Perquisites: All other compensation includes 401(k) match, cafeteria plan contributions, group term life and long-term disability premiums; Asbury had allocated personal use of a company vehicle; he surrendered the vehicle in May 2024 .
- Employment Agreement amendment (Aug 2023) established transition and advisory pay: Dec 1, 2023–May 2024 salary of $305,000 fully paid over that period; advisory capacity June 2024–May 2025 at $305,000 payable monthly; acceleration exercised March 2025 .
Other Directorships & Interlocks
- No other public company directorships disclosed for Asbury in the proxy; external roles are non-profit/academic boards (see External Roles) .
Expertise & Qualifications
- CPA; extensive banking and financial leadership including CFO, President & CEO roles; brings technical, leadership, and financial expertise to the Board .
- Recognized governance experience via chairing and serving on multiple non-profit/academic boards .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| C. Todd Asbury | 12,314 | <1% | Beneficial ownership as of March 26, 2025; outstanding shares 23,615,747 |
| Pledging/Hedging | — | — | Company policy prohibits hedging and pledging of Company stock |
- Section 16(a) compliance: Company believes directors and officers timely complied with filing requirements for 2024, except for Mr. Keene with late transactions; no issues disclosed regarding Asbury .
Governance Assessment
-
Positives
- Deep institutional knowledge from prior CEO/CFO roles; ALCO membership aligns with risk oversight needs .
- Strong attendance culture: each incumbent director >75% of Board/committee meetings; full board attendance at annual meeting .
- Insider Trading Policy prohibits hedging and pledging, supporting alignment and risk discipline .
- Say-on-pay support remained strong at ~99% in 2024, signaling shareholder confidence in compensation governance .
-
RED FLAGS
- Non-independent director due to recent executive/advisory roles; advisory compensation ($305,000 for June 2024–May 2025, accelerated March 2025) while serving as director raises potential conflict and board effectiveness concerns in CEO oversight .
- No formal related-party transaction approval policy; board reviews ad hoc, with lending relationships to insiders and 5% holders conducted on market terms—process maturity risk for conflict management .
- Board ownership concentration among certain directors/shareholders (e.g., White 23.80%, Keene 19.23%) can influence governance dynamics; underscores need for robust independence and conflict oversight (contextual to board environment) .
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Compensation Structure Signals
- Shift to performance-linked cash plans (Senior Performance Bonus; LT Cash Incentive driven by EPS) enhances pay-for-performance; Asbury’s 2024 variable cash awards were limited (Senior Plan/profit sharing $0), while non-equity LT cash accrued via EPS framework, aligning incentives with earnings generation .
- Base/advisory pay continuity through transition supports management stability but warrants scrutiny on independence given board role .
-
Performance Context
- Company TSR rose ~51.8% and net income increased ~14.2% from 2023 to 2024; PEO compensation “actually paid” increased for the new CEO and modestly for Asbury under pay-versus-performance disclosures .