Benjamin I. Zachary
About Benjamin I. Zachary
Benjamin I. Zachary, age 68, is an independent director of Peoples Bancorp of North Carolina, Inc. (PEBK) and has served on the Board since 1995. He is a Certified Public Accountant with eight years of prior experience at a national accounting firm auditing banks, and he holds a B.S. in business administration (accounting) from the University of North Carolina at Chapel Hill. Zachary is President, Treasurer, and General Manager of Alexander Railroad Company and serves as its director; he is also Treasurer of the Taylorsville Rotary Club and its Foundation. The company states all Board members are “independent” under NASDAQ Global Select Market rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peoples Bancorp of North Carolina, Inc. | Director | Director since 1995 | Long-standing Board member; banking experience emphasized in audit oversight |
| National Accounting Firm | Certified Public Accountant (Audit) | 8 years | Performed financial statement audits of several banks (financial expertise) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alexander Railroad Company | President, Treasurer, General Manager; Director | Current | Also beneficial owner of 70,441 PEBK shares via Alexander Railroad Company |
| Taylorsville Rotary Club (and Foundation) | Treasurer | Current | Community engagement and fiduciary responsibilities |
Board Governance
| Category | Details |
|---|---|
| Independence | All members of the Board are “independent” under NASDAQ Global Select Market rules |
| Committees | Executive Committee (member); Audit and Enterprise Risk Committee (member) |
| Committee chair roles | Audit & Enterprise Risk Committee chaired by Billy L. Price, Jr., M.D.; Zachary not a chair |
| Committee expertise | Board determined each Audit Committee member qualifies as an “audit committee financial expert” |
| Committee meeting cadence | Audit Committee met 10 times in 2024; Executive Committee met on an “as needed” basis and did not meet in 2024 |
| Board meeting cadence | Board held 15 meetings in 2024 |
| Attendance | All incumbent directors attended more than 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting |
| Related-party oversight | Loans/credit to Related Persons follow Regulation O; other related transactions require approval by a majority of disinterested directors after review of material facts |
Fixed Compensation
| Component | Amount/Policy | 2024 Amount for Zachary |
|---|---|---|
| Annual retainer (Bank Board) | $22,000 cash retainer | $22,000 (included in fees) |
| Board meeting fee | $1,400 per Bank Board meeting attended; $500 for teleconference meeting | Included in total |
| Committee meeting fee | $1,000 per committee meeting attended | Included in total |
| Committee chair premium | $150 per committee meeting for chairs (not applicable to Zachary) | $0 |
| Chairman premium | $250 per meeting for Bank Board Chairman (not applicable to Zachary) | $0 |
| Subsidiary board fees | $1,000 per meeting for Real Estate Advisory Services, Peoples Investment Services, PB Real Estate Holdings, and CBRES | As applicable (not itemized), included if served |
| Total fees earned (2024) | Cash fees for service on Bank Board/committees | $53,700 |
| Equity awards to directors (2024) | No director equity grants in 2024; no director had RSUs outstanding at Dec 31, 2024 | |
| Deferred compensation eligibility | Directors may defer fees; Bank made no contributions in 2024 | |
| Director supplemental retirement plan | Non-qualified plan with benefits paid annually for 15 years beginning upon retirement |
Performance Compensation
| Element | Disclosure |
|---|---|
| Performance-based director pay | Not disclosed; directors are compensated via cash retainers and meeting fees; no 2024 equity grants to directors |
Other Directorships & Interlocks
| Company | Role | Interlock/Ownership Note |
|---|---|---|
| Alexander Railroad Company | President, Treasurer, General Manager; Director | Holds 70,441 PEBK shares; multiple PEBK directors also affiliated with Alexander Railroad (e.g., James S. Abernethy is VP, Secretary and Chairman of Alexander Railroad; Ashton V. Abernethy is a director) |
- Potential conflict signal: Cross-directorships and entity share ownership could create perceived interlocks; company cites independence and Regulation O controls for related transactions.
Expertise & Qualifications
- Certified Public Accountant with eight years in bank audit work at a national firm, contributing strong financial reporting oversight and audit literacy.
- 29 years of banking experience complementing Board risk oversight and credit understanding.
- Degree: B.S. in business administration (accounting concentration), UNC Chapel Hill.
- Community stewardship roles (Rotary Club treasurer), reinforcing governance and fiduciary focus.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 121,694 | Includes 70,441 shares owned by Alexander Railroad Company |
| Ownership (% of outstanding) | 2.23% | Based on 5,459,441 shares outstanding at the record date (March 7, 2025) |
| Breakdown | Direct + entity-attributed | Footnote attributes 70,441 via Alexander Railroad Company |
| Vested vs unvested | No director RSUs outstanding at 12/31/2024 | Company did not grant director equity in 2024 |
| Pledging/hedging | Not disclosed | No pledging/hedging disclosure specific to Zachary in proxy |
Governance Assessment
- Strengths
- Deep financial expertise and CPA background; Audit Committee membership with “financial expert” designation across members supports robust financial oversight.
- Long-tenured independent director with consistent attendance (Board reported >75% threshold for all incumbents) and full Board participation at the Annual Meeting.
- Clear policies for insider trading, award timing, and clawbacks (executive policy), plus structured committee charters and risk oversight framework.
- Risks and potential red flags
- Interlocks via Alexander Railroad Company: Zachary’s executive role and directorship alongside other PEBK directors, and the company’s shareholding by Alexander Railroad (70,441 shares), may raise perceived conflict risk despite independence determinations and Regulation O controls.
- No equity grants to directors in 2024; compensation primarily cash-based (retainer/meeting fees), potentially weaker stock-based alignment for directors compared with companies using director equity, though service recognition stock awards exist.
- Overall view
- Governance structure (non-employee Chair; separate CEO; active Audit/Risk oversight) and Zachary’s financial credentials support investor confidence; monitoring related-party exposure and interlocks remains prudent.