Gary E. Matthews
About Gary E. Matthews
Gary E. Matthews, age 69, is President and Director of Matthews Construction Company, Inc., and has served as an independent director of Peoples Bancorp of North Carolina, Inc. (PEBK) since 2001. He holds a B.S. in civil engineering/construction from North Carolina State University and has over 22 years of banking experience, including completion of the N.C. Bank Directors’ College and advanced directors’ training modules in partnership with NC State’s College of Management. He also serves as a director of Conover Metal Products, a privately held company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Matthews Construction Company, Inc. | President & Director | Not disclosed | Private operator; construction industry leadership |
| Peoples Bancorp of North Carolina, Inc. | Director | Since 2001 | Long-tenured board member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Matthews Construction Company, Inc. | President & Director | Current | Privately held general contractor |
| Conover Metal Products | Director | Current | Privately held company |
Board Governance
- Independence: The Board determined all directors, including Matthews, are independent under NASDAQ Global Select Market rules; audit and compensation committee members are explicitly designated independent .
- 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 size/structure: Board set at 13 directors, moving to 11 following the 2025 Annual Meeting; non-employee Chairman and separate CEO structure; Governance Committee annually reviews leadership structure and risk oversight .
- Committee memberships for Matthews:
- Compensation Committee (member) – met 3 times in 2024
- Governance Committee (member) – met 4 times in 2024
- Not listed as a member of Audit & Enterprise Risk Committee (which met 10 times in 2024) or Executive Committee .
| Committee | Matthews Membership | Chair Role | Meetings in 2024 |
|---|---|---|---|
| Compensation Committee | Member | No | 3 |
| Governance Committee | Member | No | 4 |
| Audit & Enterprise Risk Committee | Not a member | — | 10 |
| Executive Committee | Not a member | — | 0 (no meetings held in 2024) |
Fixed Compensation
Directors receive no fees for service on the Company board, but are compensated for Bank board and committee service.
| Component | Amount | Notes |
|---|---|---|
| Annual Bank Board retainer | $22,000 | Paid to all directors |
| Bank Board meeting fee | $1,400 per meeting | $500 if via conference call |
| Committee meeting fee | $1,000 per meeting | Applies to standing committees |
| Committee chair premium | $150 per meeting | Chairpersons only |
| Bank Board chair premium | $250 per meeting | Chairman only |
| Subsidiary boards (each) | $1,000 per meeting | For REAS, Peoples Investment Services, PB Real Estate Holdings, and Community Bank Real Estate Solutions |
2024 compensation reported for Matthews (Bank board/committees):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Change in Pension Value/Deferred Earnings ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Gary E. Matthews | 52,200 | — | — | — | — | — | 52,200 |
Performance Compensation
- Equity awards: The Company did not grant plan-based awards to directors in 2024; at Dec 31, 2024, no director had RSUs outstanding .
- Deferred compensation: Directors may defer fees; Bank may match at its discretion, but made no contributions in 2024; payments can be lump sum or installments .
- Supplemental retirement plan: Non-qualified plan provides annual benefits for 15 years beginning upon retirement; funded via life insurance policy cash value increases; amounts recognized as “Change in Pension Value and Nonqualified Deferred Compensation Earnings” where applicable .
| Performance-linked Element | 2024 Disclosure (Directors) | Metrics/Terms |
|---|---|---|
| RSUs/Options granted | $0 | No director grants in 2024 |
| RSUs outstanding at YE | None | All directors had 0 RSUs outstanding at 12/31/2024 |
| Deferred comp (Bank match) | $0 in 2024 | Director-directed investments; Rabbi Trust; no above-market returns |
| Supplemental retirement accruals | Reported as “Change in Pension Value…” for some directors | Annual benefits for 15 years upon retirement |
Other Directorships & Interlocks
- Public company boards: None disclosed for Matthews .
- Private boards: Conover Metal Products (Director) .
- Shared directorships with customers/suppliers/competitors: Not disclosed; related-person transactions subject to Board review under Regulation O and company policy .
Expertise & Qualifications
- Education: B.S. in civil engineering/construction, North Carolina State University .
- Industry/Banking experience: Over 22 years of banking experience; completion of N.C. Bank Directors’ College and advanced directors’ training .
- Board qualifications: Long-tenured community banking oversight; not identified as audit committee member (Audit Committee members are designated “financial experts”) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Gary E. Matthews | 26,628 | <1% (*) | Based on 5,459,441 shares outstanding as of March 7, 2025 record date; “*” denotes does not exceed 1% |
- Ownership basis: Unless otherwise noted, includes direct, spouse/minor, or controlled entity holdings; voting/investment power not shared unless indicated .
- RSUs/Unvested equity: No director RSUs outstanding as of 12/31/2024 .
- Pledging/Hedging: Not disclosed; company maintains a Code of Business Conduct and Ethics requiring avoidance of conflicts and acting with integrity .
Say-on-Pay and Shareholder Signals
- Director election (2025): Matthews received 3,399,027 votes for; 654,427 withheld; 936,107 broker non-votes, indicating broad shareholder support for continued service .
- Say-on-Pay (2025): Votes For 3,458,170; Against 541,252; Abstained 54,032; Broker Non-votes 936,107 .
- Say-on-Frequency (2025): 1 Year – 2,250,730; 2 Years – 50,576; 3 Years – 1,746,781; Abstained – 5,367; Board recommends every three years .
- Prior Say-on-Pay signal: 89% approval at 2022 Annual Meeting .
Compensation Committee Analysis
| Attribute | Disclosure |
|---|---|
| Composition | R. C. Abernethy Sr., J. S. Abernethy, D. R. Timmerman Sr. (Chair), D. S. Howard, G. E. Matthews |
| Independence | All members independent under NASDAQ rules |
| Consultant use | No compensation consultant engaged during 2024 |
| Clawback policy | Adopted Oct 2023; compliant with SEC Rule 10D-1/Nasdaq Rule 5608; 3-year lookback; applies regardless of misconduct; executive employment agreements amended Nov 2023 to comply |
Related-Party Transactions and Conflicts
- Regulation O policy: Loans and credit facilities to directors and related persons are made at market terms and reviewed to ensure no unfavorable features; Board reviews and approves other related party transactions by majority of disinterested directors .
- Potential exposure: Matthews’ private company affiliations (construction, manufacturing) could be counterparties to Bank credit in ordinary course under Regulation O; policy framework and oversight mitigate conflict risk .
Governance Assessment
- Strengths: Independent status; meaningful committee engagement on compensation and governance; high attendance; and strong shareholder support in 2025 elections and Say-on-Pay .
- Alignment: 26,628-share beneficial ownership (albeit <1%); director pay entirely cash-based in 2024 with no equity grants, reducing overhang; deferred and supplemental retirement benefits structured and disclosed .
- Risks/Watch items: No disclosed director stock ownership guidelines (not found); cash-only mix for directors may limit long-term equity alignment versus peers; private company roles require continued monitoring under related-party and Regulation O policies .
- Overall: Governance footprint suggests effective oversight and independence, with Matthews contributing long-tenured regional banking and construction-sector expertise on Compensation and Governance Committees; lack of director equity grants in 2024 and structured related-party review policies moderate conflict risks .