Robert C. Abernethy, Sr.
About Robert C. Abernethy, Sr.
Robert C. Abernethy, Sr. (age 74) is Chairman of the Board of Peoples Bancorp of North Carolina, Inc. and has served as a director since 1976 (Chairman since 1991). He is President, Secretary, and Treasurer of Carolina Glove Company, Inc., and Secretary and Assistant Treasurer of Midstate Contractors, Inc. He holds a B.S. from Gardner-Webb University, has 48 years of banking experience, and serves on the Finance and Investment Committees of Grace United Church of Christ in Newton, NC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peoples Bancorp of North Carolina, Inc. | Director; Chairman of the Board | Director since 1976; Chairman since 1991 | Board leader; non-employee chair; governance and risk oversight |
| Peoples Bank (subsidiary) | Director | Current (same board as holding company) | Serves across standing committees; Board collectively functions as Bank loan committee |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carolina Glove Company, Inc. (private) | President, Secretary, Treasurer; Director | Current | Operational leadership; related beneficial ownership of PEBK shares via company holdings |
| Midstate Contractors, Inc. (private) | Secretary, Assistant Treasurer | Current | Operational/financial role |
| Grace United Church of Christ (Newton, NC) | Finance Committee; Investment Committee | Current | Community stewardship; financial oversight |
Board Governance
- Structure and independence
- Non-employee Chairman; CEO is separate, which the Board views as enhancing checks and balances .
- “All members of the Board are ‘independent’ as defined by NASDAQ” (includes Mr. Abernethy) .
- Vice Chairman is James S. Abernethy; neither the Chair nor Vice Chair is employed by the Company/Bank .
- Committee assignments and chair roles
- Executive Committee (members: R. C. Abernethy Sr., J. S. Abernethy, Lineberger, Terry, Zachary; CEO non-voting) – did not meet in 2024 .
- Governance Committee (members: R. C. Abernethy Sr., J. S. Abernethy, Timmerman Sr., Howard, Matthews) – 4 meetings in 2024; all members independent .
- Audit & Enterprise Risk Committee (members: R. C. Abernethy Sr., Howard, Lineberger, Price, Terry, Zachary; Chair: Dr. Billy L. Price, Jr.) – 10 meetings in 2024; all members independent; all qualify as “audit committee financial experts” .
- Compensation Committee (members: R. C. Abernethy Sr., J. S. Abernethy, Timmerman Sr., Howard, Matthews; Chair: Dan R. Timmerman, Sr.) – 3 meetings in 2024; all members independent .
- Attendance and engagement
- Board met 15 times in 2024; all incumbent directors attended more than 75% of Board and committee meetings, and all directors attended the May 2, 2024 annual meeting .
Fixed Compensation
- Director fee structure (Bank Board)
- $1,400 per Bank Board meeting; $1,000 per committee meeting; annual retainer $22,000; Chairman +$250 per meeting; committee chairs +$150 per meeting; $500 per teleconference meeting; subsidiary board meetings $1,000 per meeting .
- 2024 compensation received (cash basis)
- Mr. Abernethy’s total director fees were $67,300 for 2024; no stock/options or other compensation reported for him .
| Component | 2024 Amount ($) |
|---|---|
| Bank Board and committee cash fees | 67,300 |
| Stock awards | — (none) |
| Option awards | — (none) |
| All other compensation | — (none disclosed for him) |
Performance Compensation
| Item | 2024 Status | Notes |
|---|---|---|
| Equity grants to directors under 2020 Omnibus Plan | None granted in 2024 | Directors were eligible, but no plan-based awards were made to directors in 2024 |
| RSUs outstanding (directors) at 12/31/2024 | None | “At December 31, 2024, no director had restricted stock units outstanding” |
| Service Recognition Program | In place (stock plus cash for taxes) | Director awards based on service tenure; common stock purchased on open market; no new shares issued; Mr. Abernethy not listed among 2024 recipients |
Other Directorships & Interlocks
| Entity/Person | Nature of Interlock | Governance Consideration |
|---|---|---|
| Carolina Glove Company, Inc. | Mr. Abernethy Sr. is President/Secretary/Treasurer and a director; Carolina Glove owns 118,363 PEBK shares included in his beneficial ownership | Significant economic ties; enhances alignment but increases potential related-party exposure |
| Midstate Contractors, Inc. | Mr. Abernethy Sr. is Secretary/Assistant Treasurer | Private company role; no specific related transactions disclosed |
| Family ties on PEBK Board | Brother James S. Abernethy is Vice Chairman and a director; estate of Christine S. Abernethy co-executed by both brothers; additional family directors added in Dec 2024 | Concentrated family influence on Board; potential independence optics issue despite NASDAQ independence designation |
Expertise & Qualifications
- Education and training: B.S. from Gardner-Webb University; graduate of the N.C. Bank Directors’ College; attended advanced directors’ training offered with NC State’s College of Management .
- Experience: 48 years banking experience; long-tenured Board leadership; active in community financial committees .
Equity Ownership
| Ownership Detail | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 361,109 | 6.61% of common stock outstanding (based on 5,459,441 shares at the record date) |
| Spouse’s shares (disclaimed) | 7,416 | Disclaimed beneficial ownership |
| Estate of Christine S. Abernethy (co‑executor) | 27,994 | Co-executor status noted; included in reported beneficial ownership footnotes |
| Carolina Glove Company, Inc. | 118,363 | Company shares attributed; Mr. Abernethy is President/Secretary/Treasurer |
| Rabbi Trust (director deferred comp) | 12,351 | Held under Bank’s director/officer deferred compensation plan |
| RSUs/options | 0 | No director RSUs outstanding at 12/31/2024; no options disclosed for directors |
No pledging or hedging of company stock was disclosed; Section 16(a) compliance was timely except a noted administrative delay for five Form 3 filings for new directors/executives (filed January 2025) .
Governance Assessment
- Key strengths
- Separate non-employee Chairman and CEO roles; robust committee coverage and regular meeting cadence (Board: 15; Audit: 10; Governance: 4; Compensation: 3) with 75%+ attendance across directors and full annual meeting attendance .
- Audit & Enterprise Risk Committee independence and “financial expert” designations across members; structured risk oversight at Board and committee levels .
- Clear insider trading, award timing, and clawback governance frameworks; posting policy for code amendments/waivers .
- Alignment signals
- Material “skin in the game”: 6.61% beneficial ownership, including company shares via Carolina Glove and director deferred compensation holdings, aligns incentives with shareholders .
- Director compensation is modest and largely fixed cash per meeting/retainer; no 2024 director equity grants .
- Potential conflicts and risk indicators
- RED FLAGS: Concentrated family presence (Chairman and Vice Chairman are brothers; additional Abernethy family directors added in Dec 2024); co‑executor status of a >10% former holder’s estate; and significant related economic interests through Carolina Glove may challenge perceived independence despite NASDAQ designation .
- Related party exposure: Bank extends credit to “Related Persons” under Regulation O on market terms; Board reviews/approves related-person transactions—no specific adverse transactions disclosed, but monitoring is warranted given interlocks .
- Committee overlap: Mr. Abernethy serves on Audit, Compensation, Governance, and Executive Committees while being a >5% holder and Chair—this concentration can raise investor scrutiny on checks-and-balances, especially on compensation and audit oversight .
- Shareholder feedback
- Prior say‑on‑pay support: 89% approval at 2022 annual meeting; Board suggests tri‑annual say‑on‑pay frequency, consistent with long‑term evaluation preference .
Overall, board structure separates leadership and management, and risk/controls are well-articulated. However, the combination of substantial ownership, deep family interlocks, and broad committee participation by the Chair is a governance optics concern that investors should monitor for related-party exposures, compensation oversight rigor, and sustained independent challenge in board deliberations .