Michael G. McGlothlin
About Michael G. McGlothlin
Independent director of New Peoples Bankshares, Inc. (NWPP); age 73; director since 1998. An attorney by training, he is President of the Appalachian College of Pharmacy (2005–2006 and 2008–present) and leads or serves on several regional organizations and private entities, bringing legal, academic administration, and community leadership experience to the board . The board classifies him as independent under Nasdaq standards; no family relationships exist among directors or between directors and executive officers per the proxy’s disclosure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Buchanan County, Virginia | Commonwealth Attorney (former) | Not disclosed | Legal and prosecutorial experience |
| Buchanan County, Virginia | County Attorney (former) | Not disclosed | Government legal advisory experience |
| Appalachian College of Pharmacy | President | 2005–2006; 2008–present | Academic administration leadership |
| Michael G. McGlothlin, Attorney-at-Law (Grundy, VA) | Owner/Attorney | Since 2002 | Private practice leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Watkins Branch Development, LTD | President | Not disclosed | Private company leadership |
| The Inn on Garden Creek, LTD | President | Not disclosed | Private company leadership |
| MGM Methane Corporation | Secretary & Director | Not disclosed | Energy-related private entity |
| Appalachian School of Law | Trustee & Treasurer | Not disclosed | Non-profit/academic governance |
| McGlothlin Foundation | Trustee & Secretary | Not disclosed | Philanthropic governance |
Board Governance
- Independence: Independent director (all directors except Messrs. Asbury and Kiser were deemed independent under Nasdaq) .
- Committee assignments: No current committee memberships listed for McGlothlin in 2024/2025 (row is blank across ALCO, Audit Risk & Compliance, Compensation, Executive, Loan, Nominating, Technology) .
- Attendance: The board met 12 times in 2024; each incumbent director attended >75% of aggregate board and committee meetings, and all directors attended the 2024 annual meeting .
- Board leadership: Independent Chair (Harold Lynn Keene); executive sessions held periodically without the CEO .
- No family relationships among directors or between directors and executive officers (addresses potential nepotism concerns) .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Director fees (cash) – McGlothlin | $14,450 | Total fees earned/paid in 2024 for board service |
| Standard monthly board retainer | $1,000/month | Paid to non-employee directors (Chair receives $1,300/month) |
| Executive Committee monthly retainer | $300/month | For Executive Committee members (not listed for McGlothlin) |
| Committee meeting fees (Chair) | $250/meeting | Per committee meeting chaired |
| Committee meeting fees (Member) | $200/meeting | Per committee meeting attended as a member |
The proxy states directors “did not receive any other compensation during 2024” for board service beyond these cash elements (no equity or option grants disclosed) .
Performance Compensation
| Performance-linked component | Terms/Metric | 2024 Detail |
|---|---|---|
| Equity (RSUs/PSUs/options) | Not applicable for directors | None disclosed; proxy states no other compensation beyond cash retainers/fees for directors in 2024 |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in the proxy biography (biography lists private/academic/philanthropic entities) |
| Private/non-profit boards & roles | See External Roles: Appalachian College of Pharmacy (President), Appalachian School of Law (Trustee & Treasurer), McGlothlin Foundation (Trustee & Secretary), plus private company leadership roles |
| Interlocks/potential counterparty ties | Company notes ordinary-course lending relationships may exist with directors/5% holders and related companies, on market terms; Board reviews such transactions case-by-case but has no formal written related-person transaction policy (see “Related Transactions”) . No specific related-party transaction naming McGlothlin is disclosed for 2024 . |
Expertise & Qualifications
- Legal expertise: Longstanding attorney; former Commonwealth Attorney and County Attorney (public sector legal experience) .
- Academic leadership: President of the Appalachian College of Pharmacy; trustee roles at the Appalachian School of Law .
- Community and organizational leadership: Multiple leadership roles across private enterprises and a family foundation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Michael G. McGlothlin | 458,267 | 1.94% | Based on 23,615,747 shares outstanding as of March 26, 2025 |
| Company policy on hedging/pledging | — | — | Insider Trading Policy prohibits hedging and pledging of company stock |
| Section 16(a) compliance | — | — | Directors/officers timely complied with Section 16 filings for 2024, except for Mr. Keene (late filings); no exception cited for McGlothlin |
Governance Assessment
- Positives
- Independent director with substantial “skin in the game” (1.94% ownership), supporting alignment with shareholders .
- Attendance and engagement meet company thresholds; all directors attended the 2024 annual meeting; board held 12 meetings in 2024 .
- Board has an independent chair and holds executive sessions, enhancing oversight of management .
- Company prohibits hedging and pledging of stock, reducing misalignment risk .
- Say-on-pay received ~99% approval in 2024, indicating overall shareholder support for compensation practices (broader governance sentiment) .
- Watch items / RED FLAGS
- Long tenure (director since 1998) can draw investor scrutiny regarding board refreshment and independence over time (fact of tenure) .
- No current committee assignments listed for McGlothlin—limits direct involvement in key oversight areas (audit, compensation, nominating) .
- The company has not adopted a formal related-person transaction approval policy, though the board reviews such items; this is a governance weakness, especially given ordinary-course lending to insiders is acknowledged (no specific transaction for McGlothlin disclosed) .
- Board ownership is highly concentrated among certain directors (e.g., White 23.80%, Keene 19.23%), which can influence governance dynamics; this is a board-level context, not specific to McGlothlin .
No specific related-party transactions, hedging/pledging, or Section 16 issues were disclosed for Michael G. McGlothlin in 2024; independence affirmed by the board; and no public company interlocks were identified in the proxy biography .