Bryan L. Edwards
About Bryan L. Edwards
Independent director since November 2015; age 74. Former Town Manager of Sparta, NC (2004–September 2020) and previously Human Resources/Special Projects & Purchasing Director at NAPCO, Inc.; North Carolina-licensed real estate broker. External civic and utility governance roles include Director of Blue Ridge Energy (since 2007), past Chairman of the Virginia-Carolina Water Authority, and current Chairman of the Alleghany Chamber of Commerce. Board-determined independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Town of Sparta, North Carolina | Town Manager | 2004–Sep 2020 | Working knowledge of local governments/tax authorities; insight into local economic and real estate market conditions |
| NAPCO, Inc. (manufacturing) | Human Resources/Special Projects & Purchasing Director | Prior to 2004 (dates not specified) | Operational experience in manufacturing context |
| State of North Carolina | Licensed Real Estate Broker | Ongoing (not dated) | Market insight into local real estate conditions |
| Virginia-Carolina Water Authority | Past Chairman | Not dated | Regional infrastructure governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blue Ridge Energy (rural electric cooperative) | Director | Since 2007 | Utility oversight and community ties |
| Alleghany Chamber of Commerce | Chairman of the Board | Current (not dated) | Local business community leadership |
| Public company directorships | None | N/A | Company discloses no directors held public boards in past five years |
Board Governance
- Independence: Determined independent (Nasdaq definition).
- Years of service: Director since company inception (November 2015).
- Committee assignments: Compensation Committee Vice Chair; Compensation Committee chaired by Dr. J. Howard Conduff, Jr.
- Governance structure: Chair (Thomas M. Jackson, Jr.) and CEO (Blake M. Edwards, Jr.) roles are separated; Chair is independent.
- Standing committees: Audit and Compensation; no standing Nominating Committee (full Board performs nominations).
- Committee activity (FY2024): Audit Committee met 5 times; Compensation Committee met 3 times.
Fixed Compensation
- Director cash/equity retainer specifics (amounts, fees, grant values) were not located in the accessible portions of the latest proxies reviewed; the filings do contain director compensation disclosures, but those sections were not retrievable in the available chunks. (No claim beyond this note; items not disclosed are omitted per instruction.)
Performance Compensation
Plan-level equity incentives and performance framework applicable to non-employee directors exist under the 2020 Equity Plan.
| Plan Feature | Detail |
|---|---|
| Aggregate shares issuable under plan | 300,000 shares maximum |
| Annual award limit per Non-Employee Director | 10,000 shares per calendar year |
| Stock options | Exercise price ≥ fair market value; max term 10 years |
| Stock appreciation rights (SARs) | Exercise price ≥ fair market value; max term 10 years; payout of FMV minus exercise price |
| RSUs dividends | Dividends on restricted stock accrue and pay only upon vesting |
Key performance metrics the Compensation Committee may use for awards (plan-defined):
| Metric Category | Examples (as defined in plan) |
|---|---|
| Shareholder returns | Total shareholder return; stock value/increases |
| Profitability/Earnings | EPS (diluted), net income, operating income, margins |
| Capital returns | Return on equity; return on tangible common equity |
| Banking efficiency | Efficiency ratio; operating ratio |
| Balance sheet growth | Deposits/loans/equity levels or growth |
| Net interest | Net interest income; net interest margin |
| Credit quality | Non-performing assets, net charge-offs, provision expense |
| Regulatory/controls | Regulatory compliance, audit results |
Other Directorships & Interlocks
- Public-company interlocks: None disclosed for any director over the past five years.
Expertise & Qualifications
- Government and municipal management (Town Manager, Sparta, NC).
- Manufacturing operations and HR (NAPCO, Inc.).
- Real estate markets (licensed NC real estate broker).
- Utility governance (Blue Ridge Energy director).
- Regional civic leadership (Alleghany Chamber of Commerce chair; Virginia-Carolina Water Authority past chair).
Equity Ownership
- Beneficial ownership table (shares held, percent outstanding, pledged shares, etc.) was not accessible in the retrieved proxy chunks; no ownership specifics for Bryan L. Edwards can be provided from the available excerpts. Items not disclosed are omitted per instruction.
Governance Assessment
- Positives: Board affirms Bryan L. Edwards’ independence; deep local-government, utility, and real-estate expertise aligns with community bank footprint; separation of Chair/CEO adds oversight rigor; active Audit (5 meetings) and Compensation (3 meetings) cadence in FY2024.
- Watch items: No designated “audit committee financial expert” (rural-market constraint cited); Board lacks a standing Nominating Committee (handled by full Board); Compensation Committee includes one non-independent member (Jacky K. Anderson), which can present perceived conflicts in executive pay oversight.
- Related-party/independence considerations: Board explicitly reviewed potential conflicts and noted a consulting agreement for Director Reece post-merger and Anderson’s prior CEO role; no related-party transactions disclosed for Bryan L. Edwards.