Jeffrey N. Hooper
Executive Vice President, Chief Financial Officer, Corporate Treasurer and Assistant Corporate Secretary at PEOPLES BANCORP OF NORTH CAROLINA
Executive
About Jeffrey N. Hooper
Jeffrey N. Hooper, age 55, is Executive Vice President, Chief Financial Officer, Corporate Treasurer, and Assistant Corporate Secretary of Peoples Bancorp of North Carolina, Inc., and EVP/CFO of Peoples Bank. He joined in 2020, is a CPA, and is a graduate of the University of Alaska; his remit includes Security and BSA Compliance, Compliance, Finance, Human Resources, Internal Audit, and Peoples Investment Services . Company performance during his tenure shows stable profitability with net earnings rising in 2024 and steady returns on assets and equity .
Company performance (audited):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net earnings ($000s) | 16,123 | 15,546 | 16,353 |
| ROA (%) | 0.97% | 0.97% | 0.99% |
| ROE (%) | 13.01% | 13.37% | 12.59% |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First South Bancorp, Inc. | EVP & Chief Financial Officer | Not disclosed | Led finance at a publicly traded bank holding company (prior experience basis) |
| First South Bank | EVP & Chief Financial Officer | Not disclosed | Bank-level finance leadership (credit, reporting, capital) |
External Roles
- No external public company board roles disclosed in the 2025 proxy reviewed .
Fixed Compensation
Summary compensation (reported):
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | 201,173 | 207,209 |
| Bonus (cash) | 70,000 | 75,000 |
| Stock awards (grant-date fair value) | — | 40,000 |
| Change in pension/SERP value | 19,747 | 21,794 |
| All other compensation | 16,265 | 19,969 |
| Total | 307,185 | 363,972 |
Perquisites and other benefits (detail):
| Item (2024) | Amount |
|---|---|
| 401(k) employer match | 11,239 |
| Country club dues | 4,080 |
| Split-dollar death benefit premium | 503 |
| Group term life (taxable portion) | 1,881 |
| Dividends accrued on RSUs | 2,266 |
Base salary floor under employment agreement: at least $189,625 per year (subject to annual review and not reducible) .
Performance Compensation
Annual incentives:
| Plan/Type | Metric(s) | Weighting | Target | Actual (2024) | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Management Incentive Plan (cash) | Corporate budget attainment + individual goals | Not disclosed | Not disclosed | No payout for NEOs in 2024 | $0 | Paid annually if earned |
| Discretionary bonus (cash) | Board discretion for accomplishments that significantly exceed expectations | N/A | N/A | Approved for 2024 | $75,000 (paid Jan 2025) | Cash in Jan 2025 |
Long-term equity (time-based RSUs):
| Grant date | Type | Shares | Grant-date fair value per unit | Vesting schedule |
|---|---|---|---|---|
| Jan 20, 2022 | RSU | 1,430 | $27.99 | Vests Jan 20, 2026 |
| Jan 22, 2024 | RSU | 1,360 | $29.52 | Vests Jan 22, 2028 |
Stock vested in 2024:
| Vest date | Shares vested | FMV per share on vest date |
|---|---|---|
| May 7, 2024 | 1,760 | $30.86 |
Notes:
- RSUs are time-based, converting 1:1 into common shares upon vesting; grants were issued without cost to employees under the 2020 Omnibus Plan .
Equity Ownership & Alignment
| Item | Amount/Status |
|---|---|
| Beneficial ownership (common shares) | 0 shares; percentage of class “*” (less than 1%) as of Mar 7, 2025 record date |
| Unvested RSUs outstanding (12/31/2024) | 2,790 units; market value $87,188 (based on $31.25/share) |
| Next RSU vesting dates | 1/20/2026: 1,430 units; 1/22/2028: 1,360 units |
| Pledging/hedging | Insider Trading Policies restrict trading while in possession of MNPI; pre-clearance and trading windows apply (no pledging disclosure noted) |
| Ownership guidelines | Not disclosed in proxy |
Employment Terms
| Term | Key details |
|---|---|
| Employment agreement | Entered August 2021; initial 36-month term; auto-renews annually unless notice given |
| Base salary | At least $189,625; eligible for discretionary bonuses and participation in incentive/benefit plans |
| Non-compete / Non-solicit | Restrictive covenants apply for a period following termination (scope/duration not quantified in proxy) |
| Clawback policy | SEC/Nasdaq-compliant clawback adopted Oct 2023; 3-year lookback for erroneously awarded incentive comp; employment agreements amended Nov 2023 to implement |
| Change-of-control protection | Double-trigger: if terminated without cause or for good reason at or within 1 year post-CoC, cash equal to greater of (i) remaining term base salary pro rata or (ii) 2.99x base salary; prorated last-year cash bonus; 100% vesting of equity and non-qualified plan benefits; unexercised options (if any) fully exercisable |
| Estimated CoC payout (if terminated 12/31/2024) | ~$847,000 (cash), plus immediate vesting of $87,188 of unvested RSUs (12/31/2024 FMV) |
| SERP (Supplemental Executive Retirement Agreement) | Present value of accumulated benefit $82,941 (12/31/2024); annual supplemental retirement benefit of $75,000 for 13 years, payable monthly post-retirement or normal retirement age |
Related Governance and Shareholder Feedback
- Say-on-Pay: 89% approval at the 2022 Annual Meeting; shareholders to vote again in 2025 .
- Section 16(a) compliance: Company disclosed administrative delays leading to delinquent filing of five Forms 3 for new directors and executive officers (filed Jan 2025); otherwise compliant for 2024 .
Investment Implications
- Alignment and retention: Hooper’s equity is predominantly unvested RSUs (2,790 units) with no reported direct share ownership, indicating alignment via future vesting rather than current ownership; the SERP ($75k/year for 13 years) and auto-renewing contract support retention .
- Pay-for-performance mix: No formulaic annual incentive paid for 2024 under the Management Incentive Plan, but a $75k discretionary bonus was awarded—suggesting the Compensation Committee used discretion despite plan results; investors should monitor consistency of discretionary awards with financial outcomes and future say-on-pay support levels .
- Vesting/selling pressure watchpoints: Upcoming RSU vesting dates (1/20/2026 and 1/22/2028) can create event-driven liquidity windows, subject to company pre-clearance and open windows .
- Change-of-control economics: Double-trigger structure and a cap at 2.99x base salary are standard-market for community banks, limiting parachute risk; equity and SERP acceleration would occur under qualifying CoC termination events .
- Execution track record context: Company net earnings improved in 2024 over 2023 with stable ROA/ROE through 2022–2024, aligning with a conservative banking profile; continue to monitor net interest margin pressure and credit trends as drivers of incentive outcomes and potential future equity grants .