Harold Lynn Keene
About Harold Lynn Keene
Harold Lynn Keene, age 70, has served on NWPP’s Board since 1998; he is the independent Chairman of the Board and chairs both the Audit, Risk & Compliance Committee and the Executive Committee, with membership on ALCO, Loan, and Technology Committees. He is president of Keene Carpet, Inc. (since 1976) and formerly president of Harold Keene Coal Co., Inc. until its sale in January 2011, bringing banking and operating experience to the board . Except for the CEO and President, the Board determined all members are independent under Nasdaq standards; executive sessions are held periodically without the CEO to reinforce oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peoples Bank, Inc. (and successor Premier Bank–Central, N.A.) | Director | Not disclosed | Banking oversight experience |
| First Virginia Bank Southwest | Advisory Board Member | Not disclosed | Community banking insights |
| Harold Keene Coal Co., Inc. | President | Until sale in Jan 2011 | Operating leadership; industry expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Keene Carpet, Inc. | President | Since 1976 | Ongoing operating executive role |
Board Governance
- Independent Chairman; CEO is a board member but not Chair; executive sessions held periodically without the CEO .
- Committee leadership and memberships:
- Chairs: Audit, Risk & Compliance; Executive .
- Member: ALCO, Loan, Technology .
- Committee roster confirms Keene as Chair (“X*”) of Audit, Risk & Compliance and Executive; member of ALCO, Loan, Technology .
- Independence: Board determined all members except Messrs. Asbury and Kiser are independent under Nasdaq standards .
- Attendance: The Board met 12 times in 2024; each incumbent director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Risk oversight: Board oversees credit, liquidity, interest rate, price, operational, cybersecurity, compliance, strategic, and reputational risks via committee structure; independent chair supports oversight .
Fixed Compensation
| Director Compensation (2024) | Fees Earned or Paid in Cash ($) | Total ($) |
|---|---|---|
| Harold Lynn Keene | 28,350 | 28,350 |
- Structure: Non-employee directors were paid $1,000 per month; Chair received $1,300 per month. Executive Committee members received an additional $300 monthly retainer. Per meeting fees: Chairs $250 and members $200 per committee meeting attended .
- Disclosure: Directors did not receive any other compensation for Board service in 2024 .
Performance Compensation
- No equity awards (RSUs/PSUs), options, or performance-based compensation disclosed for directors in 2024; director compensation consisted solely of cash retainers and meeting fees .
- Company prohibits hedging and pledging of company stock under its Insider Trading Policy (alignment safeguard) .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Status |
|---|---|---|---|
| Peoples Bank, Inc./Premier Bank–Central, N.A. | Bank | Director | Prior |
| First Virginia Bank Southwest | Bank | Advisory Board Member | Prior |
| Public company directorships | — | — | None disclosed |
Expertise & Qualifications
- Banking governance experience (prior directorships/advisory roles) and operational leadership across carpet and coal industries; provides business, finance, and organizational expertise to the Board .
- Independent chairman role supports effective oversight and risk governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Harold Lynn Keene | 4,540,918 | 19.23% | Includes 1,109,210 shares via H.L. Keene, L.L.C. (sole manager), and 500 shares via The Harold Lynn Keene Trust |
- Section 16(a) compliance: Directors/officers timely complied for 2024 except Mr. Keene, with three reports listing four late transactions (procedural red flag) .
- Insider Trading Policy prohibits hedging and pledging; no pledging disclosures identified .
Insider Trades (Form 4 activity, recent)
| Filing Date | Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | Direct/Indirect | SEC URL |
|---|---|---|---|---|---|---|---|
| 2025-11-10 | 2025-11-06 | Purchase | 5,000 | 3.40 | 5,500 | Indirect | |
| 2025-08-20 | 2025-08-18 | Purchase | 100 | 3.15 | 1,123,710 | Indirect | |
| 2025-06-16 | 2025-06-12 | Purchase | 100 | 3.05 | 1,123,610 | Indirect | |
| 2025-05-30 | 2025-05-28 | Purchase | 4,300 | 3.05 | 1,123,510 | Indirect | |
| 2025-05-22 | 2025-05-20 | Purchase | 5,000 | 3.1744 | 1,119,210 | Indirect | |
| 2025-05-22 | 2025-05-20 | Purchase | 5,000 | 3.18 | 1,114,210 | Indirect | |
| 2024-11-26 | 2024-11-25 | Purchase | 1,735 | 2.9223 | 1,109,210 | Indirect | |
| 2024-11-26 | 2024-11-06 | Purchase | 700 | 2.7885 | 1,107,475 | Indirect | |
| 2024-06-18 | 2024-06-14 | Purchase | 14,317 | 2.70 | 1,106,775 | — | |
| 2024-05-22 | 2024-05-14 | Purchase | 679 | 2.60 | 1,092,458 | — | |
| 2024-05-15 | 2024-05-08 | Purchase | 2,000 | 2.60 | 1,089,779 | — | |
| 2024-05-06 | 2024-05-03 | Purchase | 2,000 | 2.5975 | 1,087,779 | — |
Pattern: Frequent open-market purchases in 2024–2025 at ~$2.6–$3.4, with reported 10%+ ownership and several indirect holdings, signaling continued insider support but note late filings in 2024 .
Governance Assessment
- Strengths:
- Independent chair with deep committee leadership (Audit, Executive) and robust committee coverage (ALCO, Loan, Technology), supporting effective oversight of risk and financial reporting .
- Majority independent board under Nasdaq standards; executive sessions without CEO strengthen independence .
- High insider alignment: Keene beneficially owns 19.23% of the company; company prohibits hedging and pledging, mitigating misalignment risks .
- Board/committee attendance at or above 75%; full attendance at annual meeting in 2024 .
- Concerns/RED FLAGS:
- Section 16(a) reporting: Keene had three reports with four late transactions in 2024 (procedural control risk) .
- Related-party transactions: Directors/executives and ≥5% holders (including families) have or expect lending transactions; while stated to be on market terms, the company has not adopted a formal related-person transaction approval policy (Board reviews ad hoc; Audit Committee reviews significant conflicts). Absence of a formal policy is a governance weakness for a bank, given potential conflict exposure .
- Concentrated ownership and multiple committee chair roles may concentrate influence; continuous monitoring of independence and conflict management is warranted .
- Shareholder sentiment: 2024 Say-on-Pay approval ~99%, indicating broad support for compensation practices, though this pertains to executives rather than directors .
Notes on Committee Meetings
- Executive Committee met 2 times in 2024 .
- Audit, Risk & Compliance Committee met 4 times in 2024 .
- Technology Committee met 4 times in 2024 .
- Nominating Committee met once in 2024; all members independent under Nasdaq standards .
Director Compensation Details (Structure)
- Monthly retainer: $1,000 for non-employee directors; $1,300 for Board Chair (Keene) .
- Executive Committee monthly retainer: $300 for members .
- Per meeting fees: Chairs $250, members $200 per committee meeting attended .
- No additional director compensation received in 2024 beyond these fees .
Independence, Attendance & Engagement
- Independence: All directors except Asbury and Kiser deemed independent under Nasdaq standards; Keene is independent .
- Attendance: ≥75% attendance for all incumbents across Board and committees; all directors attended the 2024 annual meeting .
- Engagement: Executive sessions held periodically without the CEO; committee charters available on company website .
Related Party & Conflict Controls
- Related-party lending: Directors/executives and ≥5% holders (and family members) have had or expect lending transactions; terms required to be comparable to non-related parties; Board reviews proposed related-party transactions; Audit Committee reviews significant conflicts .
- Policy gap: No formal Board policy adopted for related-person transactions; Board review conducted case-by-case (RED FLAG) .
- Code of Ethics and whistleblower procedures in place; Insider Trading Policy prohibits hedging and pledging .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay (2024): ~99% approval, affirming compensation philosophy and practices; company follows a three-year frequency consistent with shareholder vote .
Committee Composition Snapshot (Keene)
- Audit, Risk & Compliance: Chair; members include Boggess, Buchanan, Carter, Cox, White .
- Executive: Chair .
- ALCO, Loan, Technology: Member .
Summary
Harold Lynn Keene is a long-tenured, independent chairman with significant personal ownership and extensive committee leadership, contributing to board effectiveness and alignment. Key monitoring items include improving timeliness of Section 16 filings and formalizing a related-party transaction approval policy to strengthen investor confidence in conflict management .