John W. Lineberger, Jr.
About John W. Lineberger, Jr.
John W. Lineberger, Jr., age 74, is Vice President of Lineberger Brothers, Inc., a real estate development company, and has served as a director of Peoples Bancorp of North Carolina, Inc. since 2004. He has 20 years of banking experience, is a graduate of the N.C. Bank Directors’ College and its Advanced Directors’ Training, and holds a B.S. in business administration from Western Carolina University . He is an independent director; all members of the Board are “independent” under Nasdaq Global Select Market rules, and he serves on an all‑independent Audit and Enterprise Risk Committee whose members the Board has determined qualify as “audit committee financial experts” .
Past Roles
- No prior roles beyond Lineberger Brothers, Inc. are disclosed in the 2025 proxy biography for Mr. Lineberger .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lineberger Brothers, Inc. | Vice President | Not disclosed | Real estate development executive experience referenced in director biography |
Board Governance
- Committee assignments and roles
| Committee/Body | Role | Chair? | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit & Enterprise Risk Committee | Member | No | 10 | Committee members are independent and each qualifies as an “audit committee financial expert” . |
| Executive Committee | Member | No | 0 | Executive Committee met “as needed” and did not meet in 2024 . |
| Full Board of Directors | Director | No | 15 | All incumbent directors attended >75% of total Board and committee meetings; all directors attended the 2024 Annual Meeting . |
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Independence and oversight
- All members of the Board are independent under Nasdaq rules; the Audit Committee is fully independent and designated for enterprise risk oversight .
- Risk oversight is allocated across Board committees with primary risk oversight by Audit & Enterprise Risk; Compensation, Governance, and Executive committees cover compensation, governance, and strategy, respectively .
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2025 Election results (shareholder support)
- Re-elected on May 1, 2025 with 3,762,807 votes “For” and 290,647 “Withheld” (broker non-votes 936,107) (Item 5.07, CSV in filing).
Fixed Compensation
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Standard fee framework (Bank Board):
- $22,000 annual retainer; $1,400 per Bank Board meeting; $1,000 per committee meeting; committee chairs +$150/meeting; Chairman +$250/meeting; $500 for conference-call meetings; $1,000 per meeting for certain Bank subsidiaries boards .
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2024 Director compensation (individual) | Component (USD) | 2024 | |---|---:| | Fees Earned or Paid in Cash | $53,300 | | Stock Awards | $0 | | Option Awards | $0 | | Non-Equity Incentive Plan Compensation | $0 | | Change in Pension Value/Nonqualified Deferred Comp Earnings | $0 (blank in table) | | All Other Compensation | $2,500 | | Total | $55,800 |
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Notes:
- Under the Bank’s Service Recognition Program, Directors Howard, Lineberger, Price, and Terry each received 64 shares of common stock and $500 in cash for 20 years of service (shares purchased on the open market) .
Performance Compensation
| Performance-Linked Element | 2024 Status | Detail |
|---|---|---|
| Plan-based awards to directors | None | “The Company did not grant any plan-based awards to directors during 2024.” |
| RSUs outstanding at 12/31/2024 (directors) | 0 | “At December 31, 2024, no director had restricted stock units outstanding.” |
| Directors’ Deferred Compensation Plan | Available; no above-market returns | Directors may defer fees; Bank made no contributions in 2024; no above‑market returns; Rabbi Trust structure |
| Directors’ Supplemental Retirement Plan | In place | Provides 15-year annual benefits upon retirement, funded by life insurance policy cash value increases |
Other Directorships & Interlocks
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company board roles are listed for Mr. Lineberger in the proxy biography . |
| Compensation Committee Interlocks | n/a | — | Company discloses no compensation committee interlocks or insider participation; committee members are not current/former officers or employees . |
Expertise & Qualifications
- Audit committee financial expert designation; independent audit committee member .
- 20 years of banking experience and completion of N.C. Bank Directors’ College and Advanced Directors’ Training .
- B.S. in business administration (Western Carolina University) .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial Ownership (shares) | 5,699 |
| Percentage of Class | <1% (asterisk in table) |
| RSUs Outstanding (12/31/2024) | 0 |
| Stock Options Outstanding | 0 (no option awards shown) |
Governance Assessment
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Strengths
- Independence and financial oversight: Board and Audit Committee independence affirmed; Audit members (including Lineberger) deemed “audit committee financial experts,” supporting financial reporting and risk oversight quality .
- Engagement: Board met 15 times in 2024; all incumbents exceeded 75% attendance and all directors attended the 2024 Annual Meeting, indicating solid engagement .
- Shareholder support: Strong 2025 re-election support (3.76M For vs. 0.29M Withheld) and Say‑on‑Pay approval (For 3,458,170; Against 541,252; Abstain 54,032) suggest investor confidence in governance and pay practices .
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Alignment and incentives
- Director pay is predominantly cash retainer and meeting fees with no 2024 equity grants to directors, which limits long-term equity alignment but avoids dilution; Mr. Lineberger did receive 64 shares via the service recognition program (open-market purchase) .
- Personal ownership is modest (5,699 shares; <1% of class), offering limited direct economic alignment relative to large holders, though directors may defer fees and participate in a supplemental retirement plan .
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Conflicts and related-party considerations
- Mr. Lineberger is a real estate development executive; the Bank’s related‑party transactions policy requires any loans or other credit facilities to related persons to be on market terms per Regulation O, with Board review/approval of non‑Reg O transactions; no specific related‑party transactions involving Mr. Lineberger are disclosed for 2024 .
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RED FLAGS to monitor
- Low equity ownership relative to total shares outstanding may indicate limited “skin-in-the-game” despite long tenure .
- Continued vigilance on related‑party exposure is warranted given his real estate background; the policy framework is robust, but disclosure of specific transactions (if any) should be monitored in future filings .
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Additional context
- Directors receive no compensation from the holding company; all fees are for Bank Board service, with a transparent fee schedule and no performance‑based director pay for 2024 .
- Committee workload: As an Audit Committee member, he participated in a committee that met 10 times in 2024; the Executive Committee (where he is also a member) did not meet in 2024 .