Robert C. Abernethy, Jr.
About Robert C. Abernethy, Jr.
Robert C. Abernethy, Jr. is an independent director of Peoples Bancorp of North Carolina, Inc. (PEBK), appointed in December 2024. He is 43 years old, holds a B.S. in Business Administration from Gardner‑Webb University, and serves as Executive Vice President and a director of Carolina Glove Company, Inc. He also holds local public service roles on the Catawba County Board of Commissioners, the K‑64 board (Catawba Valley Community College initiative), and the Catawba County Social Services Board .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Peoples Bancorp of North Carolina, Inc. | Director | Since Dec 2024 | Not listed on Board committees as of the proxy date |
| Carolina Glove Company, Inc. | Executive Vice President; Director | Not disclosed | Family-owned manufacturing; affiliated company also holds PEBK shares |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Catawba County Board of Commissioners | Commissioner | Not disclosed | County governance; community engagement |
| K‑64 (Catawba Valley Community College initiative) | Director | Not disclosed | Workforce development alignment |
| Catawba County Social Services Board | Board Member | Not disclosed | Community services oversight |
Board Governance
- Independence: The Board states all members are independent under NASDAQ Global Select rules; Jr. is included in the slate of independent directors .
- Committee assignments: Jr. is not listed on the Executive, Governance, Audit and Enterprise Risk, or Compensation Committees in the proxy’s current roster .
- Board activity and attendance: The Board met 15 times in 2024; all incumbent directors attended more than 75% of Board and committee meetings on which they served (Jr. joined late‑year) .
- Leadership structure: Non‑employee Chair (Robert C. Abernethy, Sr.) and Vice Chair (James S. Abernethy); CEO separate, with committees overseeing risk, audit, compensation, and governance .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (PEBK) | $0 | Jr. appointed Dec 2024; did not receive compensation for 2024 |
| Annual Bank Board retainer | $22,000 | Paid to Bank directors (Company directors are also Bank directors) |
| Per Board meeting (in‑person) | $1,400 | Additional $250 for Bank Board Chair per meeting |
| Per committee meeting | $1,000 | Additional $150 for committee chair per meeting |
| Conference call meeting fee | $500 | Reduced fee vs in‑person |
| Subsidiary board fees | $1,000/meeting | Real Estate Advisory Services, Peoples Investment Services, PB Real Estate Holdings, CBRES |
Performance Compensation
| Element | Status | Detail |
|---|---|---|
| Director equity grants (2024) | None | Company did not grant plan‑based awards to directors in 2024; no director RSUs outstanding at year‑end |
| Directors’ Deferred Compensation Plan | Available | Directors may defer fees; Bank made no contributions in 2024 |
| Service Recognition Program | Available | Periodic stock + cash awards based on service; common stock purchased in the open market |
No performance metrics, options, PSUs, or RSU programs are tied to director compensation for 2024; equity participation for directors under the 2020 Omnibus Plan existed historically but was not utilized for directors in 2024 .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock / Note |
|---|---|---|
| Carolina Glove Company, Inc. | EVP; Director | Family‑controlled entity holds 118,363 PEBK shares; Sr. is President/Secretary/Treasurer |
| Alexander Railroad Company | Multiple directors affiliated | Several directors (Ashton V. Abernethy, James S. Abernethy, Benjamin I. Zachary) hold roles there; not Jr. |
| Timmerman Manufacturing, Inc. | Multiple directors affiliated | Dan R. Timmerman Sr. and Jr. affiliated; not Jr. |
- Compensation Committee interlocks: None; no current or former officers on the Compensation Committee; no reciprocal board memberships by NEOs were disclosed .
Expertise & Qualifications
- Education: B.S. in Business Administration, Gardner‑Webb University .
- Industry/Operating: Manufacturing executive experience (Carolina Glove Company, Inc.) .
- Public service: County and social services governance; K‑64 workforce development board engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Robert C. Abernethy, Jr. | 176,552 | 3.23% | Includes 118,363 shares owned by Carolina Glove Company, Inc. (affiliate); Jr. is EVP and a director of Carolina Glove |
| Shares pledged as collateral | Not disclosed | — | No pledging disclosure in proxy for Jr. |
| Options/RSUs (director) | None disclosed | — | No director RSUs outstanding at 12/31/2024 |
Insider Filings / Trades
| Item | Count / Detail | Period | Notes |
|---|---|---|---|
| Section 16 compliance exceptions | Five Forms 3 delinquent filings | Due Dec 2024; filed Jan 2025 | Administrative delays cited; not attributed to specific individuals in proxy |
Governance Assessment
- Independence and structure: Board affirms full independence under NASDAQ standards; separation of Chair and CEO roles with robust committee oversight of risk, audit, compensation, and governance—positive for board effectiveness .
- Committee engagement: Jr. is not listed on key committees (Audit, Compensation, Governance, Executive) as of the proxy date—monitor for committee assignments to assess engagement depth going forward .
- Ownership alignment: Significant personal/affiliated ownership (3.23%) suggests strong alignment; however, family concentration (Carolina Glove holdings; Sr. and James S. Abernethy roles) warrants ongoing monitoring for related‑party exposure and dominance risk .
- Director pay structure: Predominantly cash (retainer + per‑meeting); no director equity grants in 2024; limited at‑risk components for directors—neutral to modestly negative for long‑term alignment unless equity usage resumes .
- Related‑party framework: Regulation O policy and board review practices require market‑terms lending to related persons and disinterested director approval—mitigates, but does not eliminate, perceived conflict risk in a family‑influenced board .
- Attendance/engagement: Board met 15 times in 2024; all incumbent directors >75% attendance; Jr. joined late 2024—no red flags noted .
- RED FLAGS:
- Family control and interlocks across local private entities (Carolina Glove, Alexander Railroad, Midstate Contractors), including the Chair and Vice Chair, elevate perceived conflict risk; rely on Regulation O and board approval processes .
- Section 16 administrative delays for Forms 3 (Jan 2025) are a minor compliance blemish; remediation occurred shortly thereafter .
Say‑on‑Pay & Shareholder Feedback (Context)
- Say‑on‑Pay 2022 approval: 89% support; triennial say‑on‑pay cadence supported by the Board (recommendation: every three years) .
Committee Roster Snapshot (for context)
| Committee | Members | Chair |
|---|---|---|
| Audit & Enterprise Risk | R. C. Abernethy Sr., Howard, Lineberger, Price, Terry, Zachary | Billy L. Price, Jr., M.D. |
| Compensation | R. C. Abernethy Sr., J. S. Abernethy, Timmerman Sr., Howard, Matthews | Dan R. Timmerman, Sr. |
| Governance | R. C. Abernethy Sr., J. S. Abernethy, Timmerman Sr., Howard, Matthews | Not specified; charter available |
| Executive | R. C. Abernethy Sr., J. S. Abernethy, Lineberger, Terry, Zachary; CEO (non‑voting) | Meets as needed |
Director Compensation (Bank Board; Company directors are also Bank directors)
| Name | 2024 Fees Earned (Cash) | Notes |
|---|---|---|
| Robert C. Abernethy Jr. | $0 | Appointed Dec 2024; no 2024 compensation |
| Director fee framework | See Fixed Compensation table | Retainer and per‑meeting structure |
Closing Notes for Investors
- Monitor Jr.’s committee assignments and meeting attendance disclosures in the next proxy to assess engagement and governance contribution depth .
- Family ownership and interlocks represent the principal governance risk; existing policies (Reg O, disinterested approvals) are in place, but continued scrutiny of related‑party lending and transactions is warranted .
- Director equity participation was dormant in 2024; if long‑term equity for directors resumes, alignment could be strengthened .