William Gregory Terry
About William Gregory Terry
Independent director of Peoples Bancorp of North Carolina, Inc. (PEBK). Age 57 (as of Feb 1, 2025). Director since 2004 (c. 21 years of board service). Background includes small-business leadership and community engagement; B.S. in Business Management from Clemson University. Current roles: President of Clemson Legacy Designs and Collegiate Legacy Designs; consultant/director of Drum & Willis-Reynolds Funeral Homes & Crematory; prior President of DFH Holdings (2007–2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DFH Holdings | President | 2007–2019 | Small-business leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clemson Legacy Designs | President | Not disclosed | Private company leadership |
| Collegiate Legacy Designs | President | Not disclosed | Private company leadership |
| Drum & Willis-Reynolds Funeral Homes & Crematory | Consultant/Director | Not disclosed | Private company board/consulting role |
Board Governance
| Area | Detail |
|---|---|
| Independence | All PEBK directors, including Terry, are independent under NASDAQ rules . |
| Board tenure | Director since 2004 . |
| Committees (2024) | Executive Committee (member); Audit & Enterprise Risk Committee (member) . |
| Committee chair roles | None (Audit Chair: Dr. Billy L. Price, Jr.; Compensation Chair: Dan R. Timmerman, Sr.) . |
| Audit expertise | Board determined each audit committee member (including Terry) qualifies as an “audit committee financial expert” based on education/business experience . |
| Attendance (2024) | Board met 15 times; all incumbent directors attended >75% of Board and committee meetings; all directors attended 2024 Annual Meeting . |
| Committee activity (2024) | Audit Committee met 10 times; Executive Committee met “as needed” and held no meetings in 2024 . |
| Leadership structure | Independent, non-employee Chair and separate CEO roles; Board views structure as strong, independent leadership . |
Fixed Compensation
| Component | 2024 Director Fee Structure | Notes |
|---|---|---|
| Annual retainer (Bank Board) | $22,000 | Paid by the Bank; Company-level directors receive no fees . |
| Board meeting fee | $1,400 per meeting | $500 if via conference call . |
| Committee meeting fee | $1,000 per meeting | Committee chairs receive +$150/meeting . |
| Chair premium | +$250 per Board meeting (Chairman only) | Not applicable to Terry . |
| Director | Fees Earned (Cash) | Stock Awards | All Other Compensation | Total (2024) |
|---|---|---|---|---|
| William Gregory Terry | $53,700 | $0 | $2,500 (Service Recognition Program) | $56,200 |
Notes:
- Service Recognition Program: In 2024, Terry received 64 shares of PEBK common stock and $500 cash for 20 years of service; stock purchased on the open market (no new issuance) .
Performance Compensation
| Item | Detail |
|---|---|
| Annual equity grants (directors) | None granted to directors in 2024 under the 2020 Omnibus Plan . |
| Performance metrics for director pay | Not disclosed/applicable for directors (director compensation is retainer/meeting-based; no performance-linked targets disclosed) . |
| Deferred compensation (directors) | Directors may defer fees into a plan invested in a restricted fund list; no “above-market” returns; Bank made no contributions in 2024 . |
| Director supplemental retirement | Non-qualified plan provides annual benefits for 15 years beginning upon retirement from Board; expense accrued separately . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Terry . |
| Compensation Committee interlocks | Company discloses no interlocks; no named executive officer serves on a board where that company’s executive sits on PEBK’s board . |
| Related parties oversight | Board reviews/approves any related-person transactions outside Reg O; uses same terms as public; no unfavorable features . |
Expertise & Qualifications
- Audit and financial oversight: Audit Committee member and designated “audit committee financial expert” by the Board .
- Banking/governance education: Graduate of the NC Bank Directors’ College and initial Advanced Directors’ Training .
- Small-business operations: Leadership roles in design and funeral services sectors (operational and community network relevance) .
- Education: B.S. in Business Management, Clemson University .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| William Gregory Terry | 19,883 | <1% of outstanding | As of record date Mar 7, 2025 (5,459,441 shares outstanding) . |
Additional ownership details:
- Pledging/hedging: No director pledging or hedging disclosures specific to Terry; insider trading policy restricts trading when in possession of MNPI and encourages pre-clearance .
- Ownership guidelines: No director stock ownership guidelines disclosed .
- Vested/unvested director equity: No outstanding director RSUs at year-end 2024; no director equity grants in 2024 .
Insider Trades
| Date/Type | Shares | Price/Value | Source |
|---|---|---|---|
| 2024 Service Recognition Award (Director) | 64 | ~$2.02k value at $31.56 (reference) | Company program disclosure ; transaction reflected in public trackers |
| Form 4 filing (Dec 23, 2024) | Notional reflection of award/acquisition | — | SEC Form 4 filing link (reporting person: TERRY WILLIAM GREGORY) |
Note: Service Recognition shares are purchased on the open market (no new issuance) and augmented with $500 cash to cover taxes; no option grants reported for directors in 2024 .
Related-Party/Conflicts Review
- Loans and credit to related persons (including directors) are governed by Regulation O; same terms as nonaffiliates; normal risk; Board approves and reviews material related-person transactions. No specific related-party transactions involving Terry are disclosed in 2024 .
- Independence: Board affirms all directors independent under NASDAQ standards .
- Executive-session/lead independent director: Not specifically disclosed; Board is chaired by a non-employee director, separate from CEO .
Governance Assessment
Strengths
- Independence and oversight: Independent director with “audit committee financial expert” designation; active on the Audit Committee (10 meetings in 2024) . Separation of Chair/CEO supports checks and balances .
- Attendance and engagement: Board met 15 times; incumbents exceeded 75% attendance; all directors attended 2024 Annual Meeting .
- Pay structure: Director compensation is modest and primarily cash retainer/meeting fees; no 2024 director equity grants, limiting dilution; service awards are open-market share purchases .
- Policies: Insider trading and award timing policies, and enterprise risk oversight via Audit & Enterprise Risk Committee, support governance hygiene .
Watch items / potential red flags
- Executive Committee inactivity: Executive Committee (of which Terry is a member) did not meet in 2024; while not inherently problematic, investors may seek clarity on its strategic role and triggers for convening .
- General related-party environment: Several directors have local business ties (typical for community banks); while regulated and reviewed, ongoing monitoring for any director-specific related transactions remains prudent; none disclosed for Terry .
- Filing timeliness note: Company disclosed administrative delays for certain Forms 3 for new directors/executives (Jan 2025 catch-up); not attributable to Terry but indicative of process controls to monitor .
Contextual shareholder signals
- Say-on-Pay: 89% approval at 2022 Annual Meeting—indicates general shareholder support for compensation governance (executive-level, but implies broader trust) .
- Clawback policy: Implemented in Oct 2023 per SEC/Nasdaq rules (applies to Covered Officers); underscores compliance posture .
Citations
- Director biography, age, tenure, roles, education:
- Independence statement:
- Committee memberships, chairs, meetings:
- Board meetings, attendance, Annual Meeting attendance:
- Fee structure and director compensation totals:
- Service Recognition Program (64 shares + $500):
- Beneficial ownership (shares, % threshold):
- Insider policy and award timing policy:
- Related-party policy and disclosure:
- Say-on-Pay approval history:
- SEC Form 4 (Dec 23, 2024):
- Public tracker reference for award sizing: