William D. Cable, Sr.
About William D. Cable, Sr.
William D. Cable, Sr., age 56, is President and Chief Executive Officer of Peoples Bancorp of North Carolina, Inc. (PEBK) and Peoples Bank, effective September 19, 2024. He has been employed by the Company and Bank since 1995, previously serving as EVP, Assistant Corporate Treasurer and Corporate Secretary of the Company, and EVP/COO of the Bank; prior to PEBK he was a regulatory examiner with the FDIC. Cable holds a degree from Western Carolina University and completed the School of Banking of the South at Louisiana State University . Under his leadership period to date, the Company reported net earnings of $16.353 million in FY2024, up from $15.546 million in FY2023, with ROE of 12.59% in 2024 and 13.37% in 2023; TSR over 2021–2023 for a $100 initial investment was $99.42 → $149.30 → $147.27 .
Performance snapshot
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net earnings ($USD Millions) | $16.123 | $15.546 | $16.353 |
| Return on average shareholders’ equity (%) | 13.01% | 13.37% | 12.59% |
TSR trend (value of initial $100 investment)
| Period | 2021 | 2022 | 2023 |
|---|---|---|---|
| Value ($) | $99.42 | $149.30 | $147.27 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Peoples Bancorp of North Carolina, Inc. | President & CEO | Sep 19, 2024–present | Executive leadership; compensation, risk, and governance oversight via executive role and non-voting Executive Committee participation |
| Peoples Bancorp of North Carolina, Inc. | EVP, Assistant Corporate Treasurer & Corporate Secretary | Through Sep 19, 2024 | Corporate officer responsibilities; treasury and governance support |
| Peoples Bank | EVP & Chief Operating Officer | Through Sep 19, 2024 | Bank operations leadership; execution of strategic initiatives |
| Peoples Bank | Senior Vice President – Information Services | Prior to EVP roles | Technology and operations management |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Federal Deposit Insurance Corporation (FDIC) | Regulatory Examiner | Prior to joining PEBK (pre-1995) | Regulatory and supervisory expertise applicable to bank risk management |
Fixed Compensation
| Year | Base salary ($) | Notes |
|---|---|---|
| 2024 | $365,000 | Increased with CEO appointment effective Sep 19, 2024 |
| 2023 | $248,122 | EVP/COO compensation level |
Perquisites and other compensation detail
| Year | 401(k) match ($) | Country club dues ($) | Split-dollar death benefit ($) | Group term life ($) | Disability/LTC premiums ($) | Dividends accrued on RSUs ($) | Other ($) |
|---|---|---|---|---|---|---|---|
| 2024 | $13,602 | $4,500 | $681 | $2,321 | $12,027 | $2,806 | — |
| 2023 | $13,200 | $4,320 | $601 | $1,186 | $12,027 | $2,776 | — |
Notes:
- A car allowance for Cable was approved as a benefit, but the 2024 table shows no car allowance paid that year .
Performance Compensation
Cash incentives and bonuses
| Year | Incentive/Bonus type | Target basis | Actual payout ($) | Payment date |
|---|---|---|---|---|
| 2024 | Bank Management Incentive Plan | Corporate/individual goals | $0 (no MIP payout for NEOs) | — |
| 2024 | Discretionary bonus | Board discretion | $150,000 | Paid Jan 2025 |
| 2023 | Discretionary bonus | Board discretion | $70,000 | Paid Jan 2024 |
Long-term equity awards (RSUs)
| Grant date | Type | Units (#) | Grant-date fair value per unit ($) | Vesting |
|---|---|---|---|---|
| Feb 3, 2021 | RSU | 1,820 | $22.04 | Vests Feb 3, 2025 |
| Jan 19, 2023 | RSU | 1,230 | $32.58 | Vests Jan 19, 2027 |
Unvested RSUs valuation at 12/31/2024
| Holder | Unvested RSUs (#) | Implied market value ($) | Valuation basis |
|---|---|---|---|
| William D. Cable, Sr. | 3,050 | $95,313 | $31.25 per share at 12/31/2024 |
Options
- No options exercised by NEOs in 2024; Cable had no options outstanding per equity award tables .
Supplemental Executive Retirement Plan (SERP)
| Item | Provision |
|---|---|
| Present value of accumulated benefit (YE 2024) | $406,874 |
| Normal retirement annual benefit | $130,000 for 13 years; then $23,500 annually thereafter (index benefit) |
| Vesting schedule for increased benefits | 33.33% per year over 3 years for the 2024 increase; separate schedule for earlier components |
| Amendments | Second Amendment effective Sep 19, 2024 increased Cable’s annual benefit to $130,000 and set index benefit to $23,500 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Record Date Mar 7, 2025) | 24,615 shares |
| Shares outstanding (Record Date Mar 7, 2025) | 5,459,441 |
| Ownership as % of shares outstanding | ~0.45% (calculated from 24,615 / 5,459,441) |
| Unvested RSUs | 3,050 units (1,820 vest Feb 3, 2025; 1,230 vest Jan 19, 2027) |
| Options (exercisable/unexercisable) | None disclosed for Cable |
| Shares pledged as collateral | No pledging disclosed in beneficial ownership section |
| Insider trading windows/pre-clearance | Executive trading restricted to open windows; pre-clearance encouraged |
| Award of Stock Rights Policy (grant timing) | Restrictions on awarding equity around material nonpublic information and filing windows; no grants during prohibited periods in 2024 |
Employment Terms
| Term | Key provisions |
|---|---|
| Employment Agreement date | Amended & Restated Employment Agreement effective Sep 19, 2024 |
| Initial term & auto-renewal | 36 months initial; automatically extends one year annually unless either party gives notice not to extend |
| Base salary | At least $365,000 per year; cannot be reduced during employment period |
| Incentive participation | Eligible for executive management incentive plans, long-term incentive plans, and stock plans |
| Benefits | Participation in savings/retirement and welfare plans; 25 days paid vacation initially |
| Non-compete | 1-year restricted period post-termination; 25-mile radius around existing banking offices; prohibits competing in Bank’s business |
| Non-solicit (customers/employees) | 1-year restricted period; prohibits soliciting customers and recruiting employees in the territory |
| Severance (without cause / good reason, no CoC) | Lump sum of accrued obligations; base salary for remaining employment period; pro-rata current-year bonus; continuation of welfare benefits/COBRA support |
| Change-of-control (CoC) termination | Lump sum up to 2.99× “base amount”; accelerated vesting of RSUs/options; 100% vesting of non-qualified plan benefits |
| CoC excise tax gross-up | Employer pays excise tax under IRC §4999 and gross-up to cover associated taxes (shareholder-unfriendly) |
| Estimated CoC termination benefits (as of Dec 31, 2024) | ~$1.545 million for Cable; unvested RSUs valued $95,313 would vest immediately |
| Clawback policy | Excess Incentive-Based Compensation Recovery Policy adopted Oct 2023; employment agreements amended Nov 2023 for compliance |
Compensation Structure Analysis
- Year-over-year mix: In 2024, salary increased to $365k with CEO appointment, and a discretionary bonus of $150k was awarded; no MIP payout occurred, indicating heavier reliance on discretionary bonuses over formulaic annual incentives .
- Shift in equity: Cable’s long-term incentives are time-based RSUs (no performance-vesting metrics disclosed), lowering risk relative to options and tying value to TSR and stock price; outstanding RSUs total 3,050 units with staged vesting through 2027 .
- SERP enhancement: The 2024 amendment increased retirement benefits to $130k/year for 13 years and added an index benefit, improving retention economics and post-retirement income security .
- Governance and clawbacks: A Nasdaq Rule 5608-compliant clawback policy applies to executive incentive-based compensation; employment agreements were amended in Nov 2023 to align .
Vesting Schedules and Potential Insider Selling Pressure
- Upcoming conversions: 1,820 RSUs vested Feb 3, 2025; 1,230 RSUs vest Jan 19, 2027 (unvested RSUs were valued at $95,313 as of 12/31/2024 at $31.25/share) .
- Trading constraints: Insider trading policy requires transactions only in open windows with pre-clearance encouraged, which can moderate immediate selling pressure following vest dates .
- Award timing safeguards: Award-of-Stock-Rights policy restricts grants near 10-K/10-Q filings or material 8-Ks, reducing optics of opportunistic timing .
Equity Ownership & Alignment Considerations
- Skin-in-the-game: Cable owns 24,615 shares and had 3,050 unvested RSUs at year-end 2024; this equates to ~0.45% of outstanding shares, indicating meaningful but not controlling alignment .
- Pledging: No pledging of company shares is disclosed, removing a common alignment red flag .
- Ownership guidelines: No executive stock ownership guideline disclosure was found in the cited sections; compliance status not disclosed .
Employment Contracts, Severance, and Change-of-Control Economics
- Severance outside CoC: Provides accrued obligations, remaining term salary, pro-rata bonus, and benefits continuation—supports retention but introduces cost on turnover .
- CoC economics: 2.99× base amount cap and full acceleration of equity/non-qualified benefits; estimated CoC termination value for Cable at ~$1.545 million as of 12/31/2024, plus immediate vesting of $95,313 of RSUs at that date’s fair value .
- Gross-up: Presence of 280G/4999 excise tax gross-up is a shareholder-unfriendly feature and a governance red flag, potentially increasing parachute costs materially .
- Non-compete/non-solicit: One-year restrictions within 25-mile radius mitigate competitive risk post-departure .
Performance & Track Record
- Financial results: Net earnings rose in 2024 to $16.353 million (vs. $15.546 million in 2023), with ROE 12.59% (vs. 13.37% in 2023), reflecting higher non-interest income and reduced credit loss provision offset by lower net interest income and higher non-interest expense .
- Risk actions: In 2023, the Bank executed strategic sales of securities at a ~$2.5 million net loss to reduce portfolio risk and support loan growth and funding flexibility, with improved 2024 net income thereafter .
- Pay-versus-performance: Company’s “Compensation Actually Paid” to executives is discussed as generally aligned with TSR and net income trends over 2022–2023 per the proxy’s PVP disclosures .
Say-on-Pay & Shareholder Feedback
- Prior vote: 2022 Say-on-Pay approval of 89% for executive compensation .
- 2025 ballot: Shareholders are asked to approve NEO compensation (advisory) and Say-on-Frequency (Board recommends every three years) .
Investment Implications
- Alignment: Cable’s share ownership and unvested RSUs align incentives with TSR; lack of pledging reduces alignment risk .
- Retention: Enhanced SERP benefits and severance protections, plus non-compete/non-solicit, lower near-term retention risk; upcoming RSU vesting dates represent identifiable compensation events .
- Governance red flag: The 280G/4999 excise tax gross-up increases potential CoC costs and is shareholder-unfriendly; monitoring of CoC exposure and parachute size is warranted .
- Trading signals: February 2025 RSU vesting may create mechanical supply; trading policies and pre-clearance may temper immediate sales pressure; monitor Form 4s around vest dates .