Joe M. Carter
About Joe M. Carter
Joe M. Carter, age 87, has served as an independent director of New Peoples Bankshares, Inc. (NWPP) since 1998. He retired as general manager of Daugherty Chevrolet in Gate City, Virginia in 2008 after 43 years, bringing automotive industry and consumer finance expertise to the board. His current board term expires in 2027; he serves on the Audit, Risk & Compliance Committee and the Loan Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Daugherty Chevrolet (Gate City, VA) | General Manager | Retired 2008 after 43 years | Led dealership operations; consumer finance expertise |
| Peoples Bank, Inc.; Premier Bank – Central, N.A.; First Virginia Bank Southwest | Advisory Board Member | Not disclosed | Regional banking insights; advisory contributions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or committee roles disclosed for Carter |
Board Governance
- Independence: The Board determined all members are independent under Nasdaq standards except Messrs. Asbury and Kiser; Carter is independent .
- Committees: Audit, Risk & Compliance Committee member (company-level); Loan Committee member (bank-level). Audit Committee members include Carter; he is not identified as a chair . In 2024, Carter was listed on the Loan Committee .
- Attendance and engagement: The Board met 12 times in 2024; each incumbent director attended >75% of Board and applicable committee meetings, and all directors attended the 2024 annual meeting .
- Committee cadence: Audit (4 meetings, all members independent; Buchanan designated “financial expert”) ; Compensation (4 meetings; all members independent except Kiser; no consultant used in 2024) ; Executive (2 meetings) ; Technology (4 meetings) ; Nominating (1 meeting; all members independent) .
- Leadership structure: Non-management, independent chair (Harold Lynn Keene), periodic executive sessions without the CEO .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Structure Details |
|---|---|---|
| 2023 | 17,000 | Effective May 1, 2023: non-employee directors $1,000/month; Chair $1,300/month; Executive Committee monthly retainer $300; per meeting: Chairs $250, Members $200. Prior to May 1, 2023: $700/month (Chair $1,000), $200 per committee meeting . |
| 2024 | 19,000 | Non-employee directors $1,000/month; Chair $1,300; Executive Committee $300/month; per meeting: Chairs $250, Members $200 . |
- Mix: Cash-only retainer and meeting fees; no equity grants to directors disclosed .
Performance Compensation
| Item | Details |
|---|---|
| Director equity awards (RSUs/PSUs/options) | None disclosed for directors; compensation table shows cash only . |
| Performance metrics tied to director pay | Not disclosed/applicable; director pay based on fixed retainers and meeting fees . |
| Clawback / forfeiture | Not disclosed for directors; company-wide clawback terms are discussed in context of executive incentive plans (not applicable to director pay) . |
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Peoples Bank, Inc.; Premier Bank – Central, N.A.; First Virginia Bank Southwest | Advisory Board Member | Not disclosed | General lending relationships with directors may exist; all director/related lending must be on market terms; Board reviews related transactions; Audit Committee reviews significant conflicts . No specific related-party transaction disclosed for Carter. |
Expertise & Qualifications
- Domain expertise: Automotive industry operations and consumer finance; prior advisory roles at regional banks .
- Governance suitability: Independent director; participates in risk oversight via Audit Committee (all members financially literate; Buchanan designated audit financial expert) .
- Time commitment: Meets >75% attendance threshold; attended annual meeting .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notable Details |
|---|---|---|---|
| Joe M. Carter | 29,955 | <1% | Includes 8,201 shares held by spouse . Shares outstanding: 23,615,747 (as of March 26, 2025) . |
| Section 16 compliance | — | — | All directors/officers timely complied with Section 16(a) for 2024; exception noted for Keene (late reports), no delinquency noted for Carter . |
| Hedging/pledging | — | — | Insider Trading Policy prohibits hedging, short sales, and pledging of Company stock . |
Insider Trading and Filings
| Year | Form 4/Section 16 Status | Notes |
|---|---|---|
| 2024 | Timely compliance for directors/officers (no Carter delinquency noted) | Company disclosed timely compliance except three late reports for Keene . |
| 2023 | Timely compliance for directors/officers | No delinquencies reported . |
Governance Assessment
- Board effectiveness: Carter’s long tenure, independence, and committee participation (Audit and Loan) support risk oversight and credit governance; attendance exceeds minimum threshold .
- Alignment: Modest personal ownership (<1%) and cash-only director compensation suggest limited financial alignment compared to equity-based regimes; however, hedging/pledging prohibitions are positive for alignment .
- Compensation structure: Transparent fixed fees; increase from $17k (2023) to $19k (2024) aligns with fee schedule changes; no equity or performance-linked director pay minimizes pay-for-performance signaling at the board level .
- Conflicts/related-party exposure: Company engages in ordinary-course lending with directors/5% holders/families on market terms; absence of a formal related-party transaction policy is a governance caution, mitigated by Board and Audit Committee review responsibilities .
RED FLAGS
- No formal Board policy for related-party transaction approval, though Board and Audit Committee review such transactions; ongoing director lending relationships present potential conflicts that require continued oversight .
- Advanced age and very long tenure (since 1998) may raise succession and refreshment considerations for sustained board independence and effectiveness over time .
- Low personal ownership (<1%) limits “skin-in-the-game” relative to larger shareholders, though company policy prohibits hedging and pledging .