Billy L. Price, Jr., M.D.
About Billy L. Price, Jr., M.D.
Independent director of Peoples Bancorp of North Carolina, Inc. (PEBK); age 68; on the board since 2004 (21 years of service as of 2025). He is a practicing internal medicine physician (BL Price Jr Medical Consultants, PLLC), previously owned Conover Drug Company, and serves as Medical Director for Healthgram Medical and Assistant Professor for Lenoir-Rhyne University’s Physician Assistant M.S. program. He is a graduate of UNC–Chapel Hill (B.S. Pharmacy) and East Carolina University School of Medicine (M.D.), has completed the N.C. Bank Directors’ College and Advanced Directors’ Training, and is classified as an independent director under Nasdaq rules.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Catawba Valley Medical Center | Trustee | Through 2018 | Board service at large regional medical center |
| Conover Drug Company | Owner/Pharmacist | Prior role (dates not specified) | Small business/operating experience |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| BL Price Jr Medical Consultants, PLLC | Practitioner, Internal Medicine | Current | Owner/operator physician practice |
| Healthgram Medical (private) | Medical Director | Current | Private company medical director role |
| Lenoir-Rhyne University PA Program | Medical Director & Assistant Professor | Current | Academic/clinical education role |
Board Governance
- Independence: All directors, including Dr. Price, are independent as defined by Nasdaq rules.
- Committee assignments: Member and Chair of the Audit and Enterprise Risk Committee; all Audit members are designated “audit committee financial experts.”
- Committee cadence: Audit and Enterprise Risk Committee met 10 times in 2024.
- Board cadence and attendance: Board met 15 times in 2024; all incumbent directors attended more than 75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Board structure: Non‑employee Chair (Robert C. Abernethy Sr.) and non‑employee Vice Chair (James S. Abernethy); CEO role separated, providing additional checks and balances.
- 2025 director election support (shareholder vote): Dr. Price received 3,763,607 votes “For,” 289,847 “Withheld,” with 936,107 broker non‑votes.
Fixed Compensation
General director fee framework (Bank Board, which also includes Company directors): annual cash retainer $22,000; $1,400 per Bank Board meeting; $1,000 per committee meeting; committee chairs receive an additional $150 per meeting; Chairman receives an additional $250 per meeting; telephonic meetings reduced fee $500. Directors are not paid by the holding company; compensation is paid by the Bank.
2024 director compensation (Dr. Price)
| Component | Amount (USD) |
|---|---|
| Fees earned/paid in cash | $56,200 |
| All other compensation (service award) | $2,500 |
| Total | $58,700 |
Additional 2024 service award detail: Directors Howard, Lineberger, Price, and Terry each received 64 shares of common stock and $500 cash for 20 years of service under the Bank’s Service Recognition Program.
No director equity grants in 2024 under the 2020 Omnibus Plan; no directors had RSUs outstanding at 12/31/2024.
Performance Compensation
Directors do not receive performance‑based compensation. No stock option, RSU/PSU, or cash incentive plan applies to director service in 2024; no director plan‑based awards were granted in 2024.
| Performance Metric | Applies to Directors? | Notes |
|---|---|---|
| Cash incentive tied to financial/ESG metrics | No | Not applicable to directors; executives only |
| RSUs/PSUs with performance conditions | No | No director awards in 2024; no director RSUs outstanding at 12/31/24 |
| Option awards | No | No option grants disclosed for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Dr. Price in the proxy biography. |
| Private/non‑profit/academic boards | Catawba Valley Medical Center (Trustee through 2018); Lenoir‑Rhyne University PA Program (Medical Director & Assistant Professor). |
| Compensation Committee interlocks | None; company discloses no interlocks/insider participation on Compensation Committee (Dr. Price is not a member). |
Expertise & Qualifications
- Financial oversight: Audit and Enterprise Risk Committee Chair; designated “audit committee financial expert.”
- Banking governance: Graduate of the N.C. Bank Directors’ College and Advanced Directors’ Training.
- Professional background: Physician/healthcare operator; prior pharmacy owner; academic/clinical leadership.
- Independence: Meets Nasdaq independence standards.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 14,129 shares |
| Shares outstanding (record date 3/7/2025) | 5,459,441 shares |
| Ownership as % of shares outstanding | ~0.26% (14,129 ÷ 5,459,441) |
| Vested vs. unvested equity | No director RSUs outstanding at 12/31/2024 |
| Options (exercisable/unexercisable) | None disclosed for directors in 2024 |
| Pledged shares | No pledging disclosed for Dr. Price in beneficial ownership table |
| Director deferred compensation/retirement | Eligible for Directors’ Deferred Compensation Plan and Directors’ Supplemental Retirement Plan (plan‑level disclosures; no director‑specific deferral amounts disclosed) |
Governance Assessment
-
Strengths and positive signals
- Independent director serving as Audit and Enterprise Risk Committee Chair; board deems all Audit members “financial experts,” supporting robust financial oversight.
- Clear separation of CEO and non‑executive Chair/Vice Chair roles.
- Consistent engagement: Board met 15 times in 2024; all incumbents >75% attendance; full board attended 2024 annual meeting.
- Shareholder support: Strong “For” votes for Dr. Price’s 2025 re‑election (3.76M For vs. 0.29M Withheld).
- Clawback policy for executives adopted in 2023, aligning with Nasdaq Rule 5608—a supportive governance environment even though it targets officers, not directors.
-
Watch items and potential red flags
- Director compensation is entirely cash‑based (retainer/meeting fees) with no ongoing equity retainer; limited direct alignment via equity except for service‑based share awards.
- Related‑party exposure exists at the enterprise level (loans/credit facilities to “Related Persons”)—policy requires market terms and disinterested director approval; individual transactions are not itemized.
- Say‑on‑frequency 2025: Shareholders favored annual Say‑on‑Pay (2,250,730 votes for 1‑year vs. 1,746,781 for 3‑years), indicating preference for more frequent executive pay oversight than the board’s prior triennial recommendation.
Related-Party Transactions (Policy Overview)
- The Bank extends loans/credit facilities in the ordinary course to directors, officers, and related businesses under Regulation O—same terms, rates, and collateral as comparable transactions; not involving more than normal risk or unfavorable features. Any non‑Reg O related‑party transactions require disclosure of material facts, review by disinterested directors, and majority approval.
Director Compensation Structure Details
| Element | Policy/Amount |
|---|---|
| Annual retainer (Bank Board) | $22,000 |
| Board meeting fee | $1,400 per meeting |
| Committee meeting fee | $1,000 per meeting |
| Committee chair premium | +$150 per meeting (applies to Dr. Price as Audit Chair) |
| Chairman premium | +$250 per meeting (Chairman only) |
| Telephonic meeting fee | $500 |
| Director equity grants (2024) | None granted to directors |
| Service Recognition Program | Awards shares + cash tax gross‑up based on service; in 2024, Dr. Price received 64 shares and $500 for 20 years’ service |
Say‑on‑Pay & Shareholder Feedback (Context)
- 2022 Say‑on‑Pay: 89% approval (triennial cadence historically).
- 2025 Say‑on‑Pay: 3,458,170 For; 541,252 Against; 54,032 Abstain; 936,107 broker non‑votes.
- 2025 Say‑on‑Frequency: 1 year—2,250,730; 2 years—50,576; 3 years—1,746,781; Abstain—5,367; broker non‑votes—936,107.
Notes on Policies Relevant to Directors
- Insider trading policies: Pre‑clearance encouraged, trading limited to open windows, MNPI prohibitions; policy applies to directors and related persons.
- Code of Conduct: Requires avoidance of conflicts, compliance with laws, and ethical conduct; applies to directors.
- No explicit director stock ownership guidelines disclosed in the proxy; no hedging/pledging prohibitions explicitly stated (beyond general insider trading compliance).
Summary Implications for Investors
- Dr. Price brings long‑tenured independent oversight and chairs the Audit and Enterprise Risk Committee with “financial expert” designation—supportive of financial reporting integrity and risk oversight.
- Compensation alignment is mainly cash‑based; absence of annual equity retainers modestly weakens long‑term alignment, though service‑based share awards and meaningful personal share ownership (~0.26%) provide some skin‑in‑the‑game.
- Governance environment shows active committees, strong attendance, and shareholder engagement; 2025 frequency vote indicates investor preference for more frequent say‑on‑pay oversight.