Ashton V. Abernethy

About Ashton V. Abernethy

Ashton V. Abernethy, age 38, joined the Boards of Peoples Bancorp of North Carolina, Inc. and Peoples Bank in December 2024; she is Vice President of Sales at Medusind Behavioral Health and an entrepreneur who has formed and sold companies. She serves on the boards of Alexander Railroad Company and Carolina Glove Company, Inc., and holds a B.S. in Business Management from the University of Phoenix; PEBK’s proxy states all Board members are “independent” under NASDAQ rules .

Past Roles

External Roles

Board Governance

• Committee assignments: Newly elected directors (incl. Ashton V. Abernethy) had not been appointed to any committees as of Dec. 19, 2024; current committee rosters do not list her .
• Committee chairs and composition: Audit & Enterprise Risk Committee chaired by Dr. Billy L. Price Jr.; members include R.C. Abernethy Sr., Howard, Lineberger, Terry, Zachary (all “audit committee financial experts”); Compensation Committee chaired by Dan R. Timmerman Sr.; Governance Committee members include R.C. Abernethy Sr., J.S. Abernethy, Timmerman Sr., Howard, Matthews .
• Independence: “All members of the Board are ‘independent’ as defined by NASDAQ Global Select Market rules” .
• Attendance: The Board met 15 times in 2024; all incumbent directors attended >75% of Board and committee meetings; all directors attended the May 2, 2024 Annual Meeting (Ashton joined in December 2024) .
• Board leadership: Non-employee Chairman (Robert C. Abernethy Sr.) and Vice Chairman (James S. Abernethy); CEO is separate; Governance Committee annually reviews leadership structure .
• Risk oversight: Audit & Enterprise Risk Committee has primary oversight; explicit charters posted on website .

Fixed Compensation

• Director pay structure (paid by the Bank): $22,000 annual retainer; $1,400 per Bank Board meeting; $1,000 per committee meeting; conference call meetings $500; Board Chair +$250/meeting; committee chairs +$150/meeting; subsidiaries’ board service $1,000 per meeting .
• 2024 amounts for Ashton: Newly appointed in December 2024; disclosed director compensation table shows $0 paid in 2024 (pro-rated; no fees recorded) .
• Deferred compensation: Directors may defer fees into a non-qualified plan (Rabbi Trust), fully vested; no Bank contributions in 2024 .
• Directors’ supplemental retirement plan: Non-qualified plan provides annual benefits for 15 years upon retirement; change in pension value column represents related expense; 2024 table shows dashes for amounts per director .

Performance Compensation

• Equity awards: Company did not grant plan-based awards to directors during fiscal 2024; no director had RSUs outstanding at year-end 2024 .
• Service Recognition Program: Directors may receive common stock plus cash to cover taxes at service milestones; shares are purchased in the open market (no new issuance) .
• Performance metrics tied to director pay: None disclosed for directors (PEBK’s performance metrics are used for executive compensation, not Board pay) .

Other Directorships & Interlocks

Expertise & Qualifications

• Education: B.S. in Business Management, University of Phoenix .
• Industry experience: Healthcare revenue cycle/commercial operations; entrepreneurial experience .
• Financial expert designation: Not applicable; Audit Committee members are designated “financial experts,” but she is not on that committee .

Equity Ownership

• Pledging/hedging: No pledging or hedging of Company stock by directors disclosed; insider trading policies restrict trading while in possession of MNPI and require open-window transactions with pre-clearance .
• Ownership guidelines: No director stock ownership guidelines disclosed; service awards and deferred compensation available .

Governance Assessment

• Strengths

  • Independent Board under NASDAQ standards; separated Chair/CEO roles; explicit committee charters and risk oversight structure .
  • Transparent director cash compensation with relatively modest fees; no equity grants to directors in 2024 (limits potential short-term stock incentive misalignment) .
  • Robust insider trading and clawback frameworks (clawback policy adopted Oct 2023; employment agreements amended Nov 2023 for compliance—executive-level, not Board) .

• Watch items / potential conflicts

  • High family presence on Board and overlapping external roles (Alexander Railroad; Carolina Glove), with shared beneficial ownership; continue monitoring for related-party transactions and governance rigor in approvals (Board reviews and approves related-person transactions; loans to Related Persons per Regulation O on market terms) .
  • Newly appointed director (Dec 2024) with no committee assignments yet; evaluate 2025 committee placement for effective contribution and independence in key committees .
  • Concentration of committee leadership among long-tenured directors may limit refreshment; ensure Governance Committee maintains active succession planning .

• Shareholder sentiment

  • Prior Say-on-Pay approval: 89% in 2022; Board recommends triennial frequency; advisory items included again for 2025 .

• Attendance and engagement

  • Board met 15 times in 2024; all incumbents >75% attendance; all directors attended the 2024 Annual Meeting; Ashton’s attendance to be assessed from 2025 onward .

• Director compensation mix

  • Cash-heavy with no equity grants in 2024; service recognition awards purchase stock on the open market (no dilution), supporting alignment without incentive equity; deferred compensation and supplemental retirement plans present but modest in disclosed usage .

• RED FLAGS to monitor

  • Related-party exposure via family-controlled or affiliated entities; ensure continued adherence to Reg O and disinterested director approvals .
  • Committee independence maintenance given interlocks; audit committee retains “financial expert” designation among members .