Matthew D. McAulay
About Matthew D. McAulay
Independent director since 2023 (current term through 2026); age 42. McAulay is Managing Director, Southeast Region, Executive Search at Ferguson Partners (2024–present), with prior roles at Crown Advisors (Senior Director, 2020–2024) and founder of Steelhead Search (2018–2020). He holds a B.A. in Economics from UNC Chapel Hill (2005) and brings expertise in executive search, talent management, compensation, real estate, and capital markets . The Board classifies him as independent under NASDAQ standards and not subject to the SEC Rule 10A‑3(b) exceptions noted for certain other directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ferguson Partners | Managing Director, Executive Search (Southeast) | 2024–present | Executive/board recruitment focus in real assets; compensation advisory exposure |
| Crown Advisors | Senior Director | 2020–2024 | Real estate executive search; national retained search firm |
| Steelhead Search, LLC | Founder/Member | 2018–2020 | Retained executive search practice founder |
| The McAulay Smith Firm | Search Consultant | 2013–2018 | Retained executive search for mid-to-senior roles |
| CBRE Group, Inc. | Carolinas Multihousing Group; investment sales | 2009–2013 | Brokered over $1 billion multifamily transactions |
| Bissell Patrick, LLC | Leasing and Sales Associate | Early career | Commercial real estate brokerage |
External Roles
| Organization | Role | Tenure/Type |
|---|---|---|
| National Multifamily Housing Council (NMHC) | Member | Industry association membership |
| Pension Real Estate Association (PREA) | Member | Industry association membership |
| Myers Park Presbyterian Church Weekday School | Former Board Member | Non-profit board experience |
| Myers Park Presbyterian Church | Security and Renovation Committees | Current church committee roles |
Public company directorships: The proxy states no director (including McAulay) is or has been in the last five years a director of any other Exchange Act-registered public company or investment company .
Board Governance
- Committee assignments: Not listed as a member of the Audit Committee in 2025; the full Board serves as the Human Resources & Compensation Committee and the Nominating Committee (so McAulay participates in those functions as a Board member) .
- Independence: Independent under NASDAQ standards; not among directors subject to SEC Rule 10A‑3(b) independence exception due to bank transactions .
- Attendance and engagement: The Board held 12 regular meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; policy expects director attendance at shareholder meetings (16 of 17 attended in 2024) .
- Tenure/structure: Elected 2023; term expires 2026; Board uses staggered classes and a rotating Chair; CEO is not on the Board .
Fixed Compensation
- Director pay structure (2024):
- Board meeting fee: $725 per meeting; committee meeting fee: $100; Audit Committee members: $500 per meeting plus $100/hr after 3 hours .
- Annual director retainer: $4,000—$3,000 in Company common stock and $1,000 in cash; additional $7,500 annual retainer for Board Chair, Vice Chair, and Audit Chair (not applicable to McAulay), paid $625 monthly .
| Item | 2024 Amount/Terms |
|---|---|
| Board meeting fee | $725 per meeting |
| Committee fee | $100 per meeting |
| Audit Committee fee | $500 per meeting (+$100/hr >3 hrs) |
| Annual director retainer | $4,000 ($3,000 stock; $1,000 cash) |
| Chair/Vice Chair/Audit Chair retainer | $7,500 annually (if applicable) |
| McAulay – Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $6,800 | $9,700 |
| Stock Awards (grant-date fair value) | $2,987 | $2,995 |
| Total | $9,787 | $12,695 |
Performance Compensation
- Structure: Directors receive stock as part of the annual retainer (no performance conditions disclosed; not options/PSUs) .
| Equity Detail | 2023 | 2024 |
|---|---|---|
| Semi-annual stock retainer – shares granted | 189 shares (June) and 181 shares (Dec) | 193 shares (June) and 178 shares (Dec) |
| Aggregate stock award fair value | $2,987 | $2,995 |
| Options/PSUs | None disclosed |
No director-level performance metrics (e.g., TSR, ESG, revenue) are tied to director equity in the proxy; equity is a fixed, semi-annual stock retainer .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards (current/past 5 yrs) | None for all directors per proxy (includes McAulay) |
| Related-party transactions | The related-persons section enumerates certain relationships (e.g., family ties of a former director’s relatives) but does not list McAulay by name |
Expertise & Qualifications
- The Board cites McAulay’s “significant experience in executive search and recruiting, talent management, compensation, real estate, capital markets, and leadership.” This background is especially relevant as the full Board serves as the Human Resources & Compensation Committee and oversees executive pay and talent strategy .
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | Nature of Ownership Notes | Percent of Class |
|---|---|---|---|
| April 8, 2024 | 1,057 | Includes shares over which he shares voting and investment power (entire amount listed as shared) | <1% (as denoted by proxy) |
| April 6, 2025 | 1,453 | Includes shares over which he shares voting and investment power (entire amount listed as shared) | <1% (as denoted by proxy) |
Shares outstanding for context: 7,103,003 (April 8, 2024) and 7,061,777 (April 6, 2025) .
Director stock ownership policy exists and compliance is required for nominees to stand for election; detailed multiples are not disclosed in the proxy .
Governance Assessment
-
Positives
- Independence and attendance: Independent under NASDAQ standards; directors (including McAulay) met the 75%+ attendance threshold; Board met 12 times in 2024, indicating active oversight .
- Relevant skills: Deep experience in executive search and compensation supports the Board’s role as the Human Resources & Compensation Committee and in CEO/senior talent planning .
- No public-company interlocks: The company reports no directors (including McAulay) serve(d) on other public boards in the last five years, reducing interlock risks .
-
Watch items / RED FLAGS
- Hedging policy gap: The company has not adopted a policy restricting hedging of company securities by directors and employees, which many investors view as a governance shortcoming .
- Audit Committee membership: McAulay is not on the Audit Committee; while not inherently negative, this limits direct involvement in financial reporting oversight relative to peers on that committee .
- Ownership alignment: Beneficial ownership is modest (<1%) and held with shared voting/investment power; while common at community banks, some investors prefer higher directly held, unencumbered stakes for independent directors .
- Related-party transparency: The proxy discloses arm’s-length banking relationships for certain directors; McAulay is not named, but the bank operates in markets where director relationships are common—continued monitoring is prudent .
Appendix: Board/Shareholder Voting Context
- 2025 Annual Meeting outcomes: All nominees standing for election were elected; auditor ratification passed. McAulay was not up for election in 2025 (term ends 2026) .