Douglas S. Howard

About Douglas S. Howard

Douglas S. Howard (age 66) has served as an independent director of Peoples Bancorp of North Carolina, Inc. since 2004, bringing 26 years of banking experience and formal board training through the N.C. Bank Directors’ College and its Advanced Directors’ Training with NC State University . He is Vice President and Treasurer of Denver Equipment Company of Charlotte, Inc., an Owner/Member Manager of Denver Investors, LLC, and Owner/Secretary-Treasurer of Howard & Poole, Inc.; he also serves on the board of Catawba Valley Medical Center and previously chaired its Board of Trustees and the board of Catawba Valley Medical Group . All PEBK directors are independent under NASDAQ Global Select Market standards .

Past Roles

External Roles

Board Governance

• Committees: Audit & Enterprise Risk Committee (member; committee responsibilities include financial reporting integrity, compliance, internal control, and enterprise risk oversight) ; Governance Committee (member; acts as nominating committee, sets director criteria and governance policies) ; Compensation Committee (member; develops and recommends executive and director compensation programs) .
• Committee Chairs: Audit Committee Chair is Billy L. Price, Jr., M.D. ; Compensation Committee Chair is Dan R. Timmerman, Sr. . Howard is not a chair.
• Audit Committee expertise: Each Audit Committee member (including Howard) is deemed an “audit committee financial expert” by the Board based on education and business experience .
• Independence: All Board members are independent under NASDAQ rules .
• Attendance: Board met 15 times in 2024; all incumbent directors attended more than 75% of Board and committee meetings, and all directors attended the 2024 Annual Meeting .
• Executive sessions and leadership: Company maintains a non-employee Chairman and separate CEO, with risk oversight distributed across committees; governance structure reviewed annually by the Governance Committee .

Fixed Compensation

• Director Fee Structure (2024): $22,000 annual retainer; $1,400 per Bank Board meeting; $1,000 per committee meeting; Chairman adds $250 per meeting and committee chairs $150 per meeting; $500 per meeting via conference call; subsidiary board service pays $1,000 per meeting .
• Actual 2024 Compensation (Bank Board): | Component | Amount ($) | |---|---| | Fees Earned or Paid in Cash | 59,700 | | Stock Awards | — (none granted to directors in 2024) | | Option Awards | — | | Non-Equity Incentive Plan Compensation | — | | Change in Pension Value/Deferred Comp Earnings | — (reported for some directors; none shown for Howard) | | All Other Compensation | 2,500 (service recognition program: 64 shares plus $500 cash for 20 years of service) | | Total | 62,200 |

Performance Compensation

• Equity awards: No plan-based awards were granted to directors in 2024; no director had restricted stock units outstanding at 12/31/2024 .
• Deferred Compensation: Directors may defer fees into a non-qualified plan with market-rate investment options; Bank made no contributions in 2024 .
• Supplemental Retirement: Non-qualified supplemental retirement plan provides 15 years of annual benefits to directors beginning upon retirement; expenses accrue, but individual benefit amounts are not disclosed for Howard . | Metric | 2024 Status | |---|---| | Annual equity grants (RSUs/DSUs) | None | | Options grants | None | | Performance metrics (TSR/ROE/ESG) tied to director pay | Not disclosed (director compensation is cash retainer/meeting fees; no performance measures) | | Deferred compensation contributions (company) | None in 2024 |

Other Directorships & Interlocks

Expertise & Qualifications

• Banking oversight: 26 years of banking experience and long-tenured service (director since 2004) .
• Audit and risk oversight: Designated audit committee financial expert; Audit Committee meets at least quarterly and met 10 times in 2024 .
• Governance and compensation: Member of Governance and Compensation Committees; Governance met 4 times; Compensation met 3 times in 2024 .
• Formal training: Graduate of N.C. Bank Directors’ College and Advanced Directors’ Training in association with NC State .

Equity Ownership

Note: The proxy table flags Howard’s percentage as “*” (does not exceed 1%). Computed ratio uses stated beneficial shares and total shares outstanding .

Governance Assessment

• Strengths: Independent director with multi-committee responsibilities (Audit, Governance, Compensation) and designated financial expert status; strong attendance (>75% of meetings) alongside full Board participation at the Annual Meeting; non-employee Chairman and separated CEO/Chair roles enhance oversight checks and balances .
• Alignment: Director pay is primarily cash-based with nominal stock via service recognition; no annual equity grants in 2024; Howard’s direct ownership (23,598 shares) provides moderate alignment, though no formal director ownership guidelines are disclosed .
• Conflicts/Related-party exposure: Howard holds officer/owner roles at private entities operating in the region; Company policies require Regulation O compliance and disinterested Board review for related-person transactions; no specific related-party transactions involving Howard are disclosed—low apparent conflict risk under stated policies .
• Red flags and risk indicators: Company reported administrative delays causing delinquent filings of five Forms 3 for new directors and executives (January 2025), but management states overall Section 16 compliance otherwise; not attributed to Howard. The Company adopted a Dodd-Frank/Nasdaq-compliant clawback policy in Oct 2023—positive governance signal .
• Shareholder feedback: At the 2022 Annual Meeting, 89% approved executive say-on-pay; Board recommends triennial say-on-pay frequency—supportive of stable compensation oversight .

Related Notes

• Director compensation is paid at the Bank level; fees reflect Board and committee workload including Audit (10 meetings), Governance (4), Compensation (3) in 2024 .
• Insider trading and award timing policies restrict transactions and equity awards around material events/filings—reducing opportunism risk .