James S. Abernethy
About James S. Abernethy
Independent, non-employee Vice Chairman of Peoples Bancorp of North Carolina’s Board; age 70. Director since 1992 with over 31 years of banking experience; graduate of Gardner-Webb University (business administration), the NC Bank Directors’ College, and advanced directors’ training in association with NC State University’s College of Management. External operator roles include Vice President at Carolina Glove Company, Inc.; President and Assistant Secretary at Midstate Contractors, Inc.; and Vice President, Secretary, and Chairman of Alexander Railroad Company’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peoples Bancorp of North Carolina, Inc. | Director; Vice Chairman of the Board | Director since 1992; currently Vice Chairman | Served on all committees over his tenure; leadership in governance and strategy |
| Peoples Bank (subsidiary) | Bank Board Director | Same membership as holding company | Broad committee service history over 32 years noted |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Carolina Glove Company, Inc. | Vice President | Current | Private company; family affiliation with Abernethy directors |
| Midstate Contractors, Inc. | President; Assistant Secretary | Current | Private paving company |
| Alexander Railroad Company | Vice President; Secretary; Chairman of Board | Current | Holds 70,441 PEBK shares; Abernethy is an officer/director |
Board Governance
- Role: Vice Chairman of the Board; non-employee leadership alongside non-employee Chairman Robert C. Abernethy Sr.; Board structure separates Chair and CEO roles to strengthen checks and balances .
- Independence: The Board determined all members, including Abernethy, are independent under NASDAQ Global Select Market rules .
- Committees (2024): Executive Committee (member); Governance Committee (member); Compensation Committee (member). Not listed as Audit Committee member .
- Committee Chairs: Compensation Committee chaired by Dan R. Timmerman, Sr.; Audit and Enterprise Risk Committee chaired by Billy L. Price, Jr., M.D. .
- 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 .
Fixed Compensation
| Component | Amount/Term | Source |
|---|---|---|
| Total fees earned (2024) | $51,900 | |
| Annual retainer (Bank Board) | $22,000 | |
| Per Bank Board meeting (in-person) | $1,400 | |
| Per committee meeting | $1,000 | |
| Teleconference meeting fee | $500 | |
| Committee chair premium | +$150 per meeting (if chair) | |
| Chairman of Bank Board premium | +$250 per meeting (Chairman only) | |
| Subsidiary board meetings | $1,000 per meeting (various subs) | |
| Equity grants to directors (2024) | None granted; no RSUs outstanding at year-end |
Directors are compensated by the Bank (subsidiary), not by the holding company; no plan-based awards to directors in 2024 .
Performance Compensation
- None disclosed for directors (no annual performance-based equity or cash incentives specific to directors in 2024) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Carolina Glove Company, Inc. | Private | Vice President | Family-led entity; other Abernethy directors have roles and share ownership ties |
| Midstate Contractors, Inc. | Private | President; Assistant Secretary | Local operating company; potential banking relationships monitored under Reg O policy |
| Alexander Railroad Company | Private | Vice President; Secretary; Chairman | Holds 70,441 PEBK shares; multiple PEBK directors involved with Alexander Railroad |
Compensation Committee interlocks: None with external public companies; no members are current/former officers/employees of PEBK; no reciprocal board interlocks involving PEBK NEOs disclosed .
Expertise & Qualifications
- Banking governance: Graduate of NC Bank Directors’ College and advanced training; extensive committee experience .
- Industry/operator experience: Senior roles across manufacturing (Carolina Glove) and transportation (Alexander Railroad); leadership in construction/paving (Midstate Contractors) .
- Education: Business administration degree, Gardner-Webb University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Composition/Notes |
|---|---|---|---|
| James S. Abernethy | 211,611 | 3.88% | Includes 70,441 shares held by Alexander Railroad Company; 27,994 shares held by Estate of Christine S. Abernethy (co-executor); 39,900 shares owned by his son; officer/director roles at Alexander Railroad |
| Shares Outstanding (Record Date) | 5,459,441 | — | Record date for 2025 Annual Meeting |
Pledging/hedging: No director-specific pledging or hedging disclosures; company has insider trading policies restricting trading on MNPI and award timing controls; clawback applies to executive officers, not directors .
Governance Assessment
- Shareholder Voting Signal (2025): Abernethy received 2,880,153 votes FOR and 1,173,301 votes WITHHELD; broker non-votes 936,107. Among nominees, WITHHELD for Abernethy was high relative to many peers (e.g., Lineberger 290,647; Price 289,847; Terry 294,547), indicating notable shareholder dissent. Robert C. Abernethy Sr. had the highest WITHHELD (1,347,561), with other family nominees (Ashton and Robert Jr.) also showing elevated withholds .
- Board Independence and Structure: Board asserts full independence; Vice Chairman and Chairman are non-employees, distinct from CEO. Committee charters reviewed annually; risk oversight primarily via Audit and Enterprise Risk Committee .
- Attendance and Engagement: >75% attendance threshold met by all incumbents; 15 meetings in 2024; annual meeting attendance confirmed for all .
- Director Pay Alignment: No equity grants to directors in 2024; compensation solely cash-based via Bank and subsidiaries. Abernethy’s substantial personal stake (3.88%) enhances alignment despite lack of annual director equity grants .
- Potential Conflicts and Concentration of Influence: Multiple Abernethy family members serve on the Board (James, Robert Sr., Robert Jr., Ashton), and James sits on Governance and Compensation Committees with family members. Related-party lending follows Reg O; Board reviews related-person transactions for fairness. Nonetheless, family presence across committees and significant beneficial ownership may raise perceived conflicts of interest and influence concentration risks, warranting investor monitoring.
- Family ties and co-executor roles in a >10% former beneficial owner’s estate noted .
- Loans and credit facilities to related persons are made on market terms under formal policy; no specific director-related exceptions disclosed .
- Say-on-Pay and Auditor Ratification: Say-on-Pay passed (Votes For 3,458,170; Against 541,252; Abstained 54,032; Broker non-votes 936,107). Auditor ratification passed overwhelmingly (Votes For 4,947,079; Against 36,329; Abstained 6,153). Frequency vote split between 1-year and 3-year preferences (1 Year: 2,250,730; 3 Years: 1,746,781) .
RED FLAGS
- Elevated WITHHELD votes for James S. Abernethy and other family directors signal shareholder concerns on governance/independence .
- Family concentration across Board and key committees (Governance and Compensation) increases perceived conflicts and influence risk despite formal independence determinations and Reg O controls .
- Significant related holdings via Alexander Railroad Company and estate co-executor roles should be tracked for ongoing related-party exposure and voting influence .