Dan Ray Timmerman, Jr.
About Dan Ray Timmerman, Jr.
Dan Ray Timmerman, Jr., age 45, is co-owner and President of Timmerman Manufacturing, Inc. (wrought iron furniture, railings and gates) and has served as a director of Peoples Bancorp of North Carolina, Inc. since December 2024 . He holds a B.S. in Business Management from Appalachian State University and is classified as “independent” under NASDAQ Global Select Market rules along with all members of the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Timmerman Manufacturing, Inc. | President; Co-owner | Not disclosed | Private company manufacturing operations leadership |
External Roles
| Organization | Type | Role | Committees/Notes |
|---|---|---|---|
| Timmerman Manufacturing, Inc. | Private company | President; Co-owner | No public company board roles disclosed |
Board Governance
- Committee assignments: No committee membership disclosed for Timmerman, Jr. in 2024–2025 committee rosters; Audit & Enterprise Risk Committee, Governance Committee, and Compensation Committee lists do not include him .
- Independence: All members of the Board are independent per NASDAQ standards .
- Meetings and attendance: The Board held 15 meetings in 2024; all incumbent directors attended more than 75% of Board and committee meetings. All directors attended the May 2, 2024 Annual Meeting. Timmerman, Jr. joined in December 2024 (late-year appointment) .
- Board leadership: Chairman Robert C. Abernethy, Sr. and Vice Chairman James S. Abernethy are non‑employees; the Board cites strong independent leadership and defined risk oversight through committees .
Fixed Compensation
Director fees are paid for service on the Bank Board (not the holding company Board). Timmerman, Jr. received no director compensation for 2024 due to December 2024 appointment.
| Component (Bank Board) | 2024 Amount | Notes |
|---|---|---|
| Annual retainer | $22,000 | Paid by the Bank |
| Per Bank Board meeting (in-person) | $1,400 | Chairman receives +$250 per meeting |
| Per committee meeting | $1,000 | Committee chairs receive +$150 per meeting |
| Conference call meeting | $500 | Reduced fee |
| Subsidiary board meetings | $1,000 per meeting | Real Estate Advisory Services, Peoples Investment Services, PB Real Estate Holdings, CBRES |
| Director Compensation (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Change in Pension/Deferred Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Dan Ray Timmerman, Jr. | — | — | — | — | — | — | — |
Compensation trend context (Bank Board retainer and meeting fees):
| Metric | 2014 | 2016 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| Annual retainer ($) | 9,000 | 12,000 | 15,000 | 20,000 | 20,000 | 22,000 |
| Board meeting fee ($) | 750 | 1,000 | 1,200 | 1,200 | 1,400 | 1,400 |
| Committee meeting fee ($) | 500 | 500 | 750 | 750 | 1,000 | 1,000 |
Performance Compensation
| Program/Element | Performance Metric | 2024 Status | Notes |
|---|---|---|---|
| Directors’ Stock Benefits (Omnibus Plan eligibility) | None tied to director performance | No director grants in 2024 | “Members of the Board were eligible to participate,” but no plan-based awards granted to directors for 2024 |
| Service Recognition Program | Tenure-based (years of service) | Program in place | Awards are purchased in the open market; shares plus cash to cover taxes; tenure-driven, not performance-driven |
No director options or RSUs outstanding at year-end 2024; the company did not grant plan-based awards to directors during 2024 .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Public company boards | None disclosed for Timmerman, Jr. |
| Family on Board | Dan Ray Timmerman, Sr. (father) serves on the Board and chairs the Compensation Committee |
| Committee roles (others) | Audit Committee: R. Abernethy Sr., Howard, Lineberger, Price, Terry, Zachary; Governance: R. Abernethy Sr., J. Abernethy, Timmerman Sr., Howard, Matthews; Compensation: R. Abernethy Sr., J. Abernethy, Timmerman Sr., Howard, Matthews |
Expertise & Qualifications
| Attribute | Detail |
|---|---|
| Education | B.S. in Business Management, Appalachian State University |
| Industry experience | Manufacturing leadership (furniture/railings/gates); private company operations |
| Board qualifications | New independent director; no “financial expert” designation disclosed |
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 4,244 | Includes 2,994 shares owned by Timmerman Manufacturing, Inc. (indirect) |
| Percent of class | <1% | Asterisk denotes “does not exceed one percent”; 5,459,441 shares outstanding at record date (March 7, 2025) |
| Options/RSUs outstanding (director) | None | No director RSUs outstanding at 12/31/24 |
| Hedging/pledging | Not disclosed | Insider Trading Policies prohibit trading with MNPI; hedging/pledging restrictions not specifically disclosed |
Governance Assessment
- New independent director with manufacturing leadership background; joined December 2024 and is not listed on standing Board committees to date .
- Board attendance and engagement: 15 meetings held in 2024; all incumbent directors exceeded 75% attendance; all directors attended the 2024 annual meeting. Timmerman, Jr. joined late in the year, and 2024 attendance statistics pertain to incumbents .
- Director pay structure modest and meeting‑linked, with no performance‑linked director equity grants in 2024; fee levels increased modestly YoY (retainer $22k in 2024 vs $20k in 2023; committee fees increased from $750 to $1,000 in 2023) .
- Related‑party exposure managed under Regulation O; aggregate related‑party loans ending balance $4.871 million at Dec. 31, 2024 and deposits of ~$65.5 million, reviewed by disinterested directors for fairness as needed .
- Say‑on‑Pay context: 89% approval at 2022 annual meeting; 2025 proxy seeks advisory votes on executive pay and frequency (Board recommends triennial) .
RED FLAGS / Watch items
- Late Section 16 filings: five Forms 3 for new directors/executives were filed in January 2025 instead of December 2024 due to administrative delays .
- Family representation: the presence of both Timmerman Sr. and Jr. on the Board may merit monitoring for potential perceived conflicts, though the company asserts all directors are independent under NASDAQ rules .
- Related‑party credit: ongoing Reg O lending to directors and related companies (aggregate balances disclosed) warrants routine oversight, consistent with policy .