Gina D. Boggess
About Gina D. Boggess
Gina D. Boggess, age 54, has served as an independent director of New Peoples Bankshares (NWPP) since 2019. She currently serves as Coordinator of Pastoral Ministries for Sacred Heart Catholic Church (since 2023) and chairs the Pastoral Concerns Committee of the Diocesan Pastoral Council (since 2022), with prior experience in a family-owned coal mining business (Met Resources, 10 years) and seven years in various banking roles including branch management, financial services, and marketing. Her board credentials include service on the Audit, Risk & Compliance, Nominating, and Technology Committees; the Board deems her independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Met Resources (family-owned coal mining) | Executive/Contributor | 10 years (prior) | Industry knowledge and regional network |
| Community bank (unnamed) | Branch management; financial services; marketing director | 7 years (prior) | Direct banking operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sacred Heart Catholic Church (Princeton, WV) | Coordinator of Pastoral Ministries | Since 2023 | Community leadership |
| Diocesan Pastoral Council | Chair, Pastoral Concerns Committee | Since 2022 | Governance role |
| Princeton Rescue Squad | Board member | Not disclosed | Community service |
| Community Foundation of the Virginias | Board member | Not disclosed | Philanthropic governance |
| Catholic Charities (state and local boards) | Board member | Not disclosed | Non-profit oversight |
Board Governance
- Independence: The Board determined all members other than Asbury and Kiser are independent under Nasdaq standards; Ms. Boggess is independent.
- Committees: Audit, Risk & Compliance; Nominating; Technology (Board and website confirm committee charters and membership).
- Audit Committee: Member; committee held four meetings in 2024; Audit Chair is Harold Lynn Keene; Buchanan designated as audit committee financial expert.
- Technology Committee: Member; oversight includes cybersecurity; four meetings in 2024.
- Nominating Committee: Member; one meeting in 2024; all members independent.
- Attendance: The Company’s Board held 12 meetings in 2024; each incumbent director attended >75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Held periodically without the CEO.
Committee Assignments and Chairs
| Committee | Membership (Boggess) | Chair | 2024 Meetings |
|---|---|---|---|
| Audit, Risk & Compliance | Member | Harold Lynn Keene | 4 |
| Technology | Member | Not disclosed | 4 |
| Nominating | Member | John D. Cox | 1 |
Fixed Compensation
- Policy: Non-employee directors receive $1,000 monthly retainers (Chair $1,300); Executive Committee members receive an additional $300 monthly retainer; per-meeting fees are $250 for committee chairs and $200 for members.
- 2024 Director Fees (cash): Ms. Boggess received $16,000; no other director compensation disclosed for 2024.
| Component | Amount | Notes |
|---|---|---|
| Monthly director retainer | $1,000/month | Standard non-employee director retainer |
| Committee meeting fees (member) | $200/meeting | For each committee attended as a member |
| Committee meeting fees (chair) | $250/meeting | Not applicable to Boggess (not a chair) |
| Executive Committee monthly retainer | $300/month | Not applicable to Boggess (not a member) |
| 2024 total fees (cash) | $16,000 | Paid in cash; no other compensation |
Performance Compensation
- No equity awards, options, or performance-based director compensation disclosed for 2024; directors did not receive other compensation beyond fees.
Other Directorships & Interlocks
- Public company directorships: None disclosed for Ms. Boggess.
- Non-profit/community boards: Multiple roles (see External Roles).
- Interlocks/conflicts: The Board noted potential business interactions with entities affiliated with directors/families but stated that in 2024 no such transactions occurred other than those described under “Executive Compensation and Related Party Transactions” and “Certain Relationships and Related Transactions.”
Expertise & Qualifications
- Banking operations, retail branch management, and customer-facing financial services experience.
- Coal industry exposure via family-owned Met Resources, contributing regional industry perspective.
- Community leadership and non-profit governance; enhances stakeholder engagement and reputational oversight.
- Audit Committee service (not designated financial expert) and Technology Committee service (cybersecurity oversight).
Equity Ownership
- Beneficial Ownership (as of March 26, 2025): 2,476 shares; less than 1% of shares outstanding (23,615,747).
- Hedging/pledging: Insider Trading Policy prohibits hedging transactions, short sales, and pledging of Company stock.
- Section 16 compliance: Directors and officers timely complied with Section 16(a) in 2024, except Mr. Keene (four late transactions across three reports); no exceptions noted for Ms. Boggess.
| Holder | Shares Beneficially Owned | % of Class | Date |
|---|---|---|---|
| Gina D. Boggess | 2,476 | <1% | March 26, 2025 |
Governance Assessment
- Strengths: Independence; active committee roles in audit oversight and cybersecurity; >75% attendance with full annual meeting participation; transparent fee-based director compensation with modest cash levels and no equity grants (reduces pay-related conflicts); insider policy forbids hedging/pledging, supporting alignment.
- Potential risks/considerations: Limited personal share ownership may temper direct financial alignment; prior coal industry involvement suggests potential regional exposure overlaps, though the proxy indicates no related-party transactions in 2024 outside specified categories; board-level ownership concentration among other directors (e.g., White at 23.80%, Keene at 19.23%) can influence governance dynamics, elevating the importance of independent directors like Boggess.
- Signals for investors: Continued committee engagement, independence, and cybersecurity oversight are positives; absence of equity-based director compensation suggests a conservative approach; monitoring related party disclosures and committee effectiveness remains prudent.