John D. Cox
About John D. Cox
Independent director of New Peoples Bankshares, Inc. (NWPP) since 1998; age 68. Owner/operator of Cox Tractor Company (Kingsport, TN) since 1978; also a local farmer and entrepreneur, bringing small business and agricultural expertise. Chairs Compensation and Nominating Committees; member of ALCO, Audit, Risk & Compliance, Executive, and Loan Committees. Determined independent by the Board under Nasdaq standards (all directors other than the CEO and former CEO were independent).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Peoples Bankshares, Inc. | Director | 1998–present | Chair: Compensation, Nominating; Member: ALCO, Audit Risk & Compliance, Executive, Loan |
| Cox Tractor Company (Kingsport, TN) | Owner/Operator | 1978–present | Brings small-business, agriculture/agribusiness perspective to credit/risk oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cox Tractor Company | Owner/Operator | 1978–present | Private business; no public company board roles disclosed |
Board Governance
- Independence and structure
- Independent director; Board states all members other than Messrs. Asbury and Kiser are independent under Nasdaq standards. Board has an independent Chair (Mr. Keene); executive sessions held periodically without the CEO.
- Committee assignments (2024 governance year; disclosed in 2025 proxy)
- Chair: Compensation; Chair: Nominating. Member: ALCO; Audit, Risk & Compliance; Executive; Loan.
- Attendance and engagement
- 12 Board meetings in 2024; each incumbent director attended >75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting.
- Committee activity levels (meeting counts, 2024)
Committee Meetings in 2024 Executive 2 Compensation 4 Audit, Risk & Compliance 4 Technology 4 Nominating 1
Fixed Compensation (Director Fees)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash – John D. Cox | $22,700 | $24,950 |
| Director cash retainer structure | $1,000/month; Chair $1,300; Exec Committee retainer $300/month; per meeting: Chair $250, member $200 (effective May 1, 2023; continued in 2024) | Same as 2023; applied in 2024 |
- No equity grants, options, or additional director compensation disclosed for 2023–2024.
Performance Compensation
- None disclosed for directors (no stock awards, PSUs/RSUs, options, or performance-based director pay). Director compensation was cash retainers/meeting fees only for 2023–2024.
Other Directorships & Interlocks
- No other public company directorships for Mr. Cox disclosed in NWPP proxies.
Expertise & Qualifications
- Small-business/agribusiness operator (over four decades) providing on-the-ground perspective to credit, ALCO, and loan oversight; recognized for business, financial, and leadership expertise.
- Governance and compensation oversight experience as Compensation Committee Chair (and Nominating Chair), including CEO pay-setting process disclosures.
Equity Ownership
| Ownership metric | Mar 27, 2024 | Mar 26, 2025 |
|---|---|---|
| Shares beneficially owned | 655,189 (incl. 549,111 in revocable personal trust) | 751,968 (incl. 657,890 in revocable personal trust) |
| Percent of class | 2.76% (23,730,860 shares o/s) | 3.18% (23,615,747 shares o/s) |
| Shares pledged | Company policy update in 2025 prohibits pledging; no pledges disclosed for Cox |
- Policy shift: 2025 Insider Trading Policy prohibits hedging and pledging of company stock, strengthening alignment; this replaces the 2024 disclosure that the company did not have anti-hedging policies at that time.
Related-Party & Conflicts Review
- Company acknowledges directors/executives and ≥5% holders have had (and may have) lending transactions with the Bank; such credit is on substantially the same terms as non-related parties and not more than normal risk.
- No specific related-party transactions involving Mr. Cox are disclosed. The Board reviews related-person transactions; the Audit Committee reviews significant conflicts. Note: Company has not adopted a formal written related-party transaction policy; oversight occurs via Board review.
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 annual meeting Say‑on‑Pay support | ~99% approval |
| Frequency policy | Every three years, consistent with prior shareholder vote |
Compensation Committee Analysis (structure and process)
- Compensation Committee independence affirmed (except the CEO, who provides input but not on his own pay); CEO does not set his own compensation; Committee did not use an external consultant for 2024.
- Philosophy: align compensation with strategic goals each year; majority pay as annual salaries/bonuses; Board reviews risk limits, asset quality, liquidity, capital, etc., to avoid incentivizing excessive risk.
Governance Assessment
- Positive signals
- Independence and workload: Independent director chairing two key committees (Compensation and Nominating) and serving on Audit, ALCO, Executive, and Loan indicates high engagement and broad oversight coverage. Attendance thresholds were met in a 12‑meeting year.
- Ownership alignment: Holds a meaningful 3.18% stake (increased year-over-year), largely via a personal trust; 2025 prohibition on hedging/pledging enhances alignment.
- Shareholder support: Very high Say‑on‑Pay support (~99%) suggests investor acceptance of compensation governance.
- Risk indicators and potential conflicts
- Concentrated insider ownership on the Board (e.g., other directors hold 19–24% stakes) may concentrate influence; while not specific to Cox, it shapes the governance environment.
- Related-party lending is possible given director relationships; Company relies on Board-level review rather than a formal written related‑party policy—monitor disclosures for any Cox‑linked transactions; none disclosed for him.
- No red flags identified for Mr. Cox related to Section 16 compliance, hedging/pledging, or attendance. Late Section 16 filings noted for another director (Keene), not Cox.
Overall: Cox is an independent, long-tenured director with substantial personal ownership and extensive committee leadership. The move to prohibit hedging/pledging strengthens alignment. Continue monitoring for any related-party lending disclosures tied to Cox’s private businesses; none are currently disclosed.