Clinton Swain
About Clinton Swain
Independent Class III director of Wilson Bank Holding Company since 2019; age 45. Co-owner of Fakes & Hooker Inc., a building and materials retail company (since 2008). The Board has determined he is independent under NYSE listing standards. Beneficial ownership: 14,423 shares (0.12% of outstanding), including 4,000 shares issuable upon exercise of options exercisable within 60 days; total options outstanding as of year-end were 6,000. Attendance in 2024 was at least 99% across Company/Bank boards and all committees served.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fakes & Hooker Inc. | Co-owner | 2008–present | Building industry experience in management, human resources, sales, marketing, and advertising contributes to board oversight effectiveness |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in past five years; director biography lists business role only |
Board Governance
- Independence: Determined independent under NYSE listing standards.
- Class/Term: Class III nominee for term expiring at the 2028 annual meeting.
- Attendance: Each director attended at least 99% of aggregate board and committee meetings in 2024.
- Committees and roles (2024):
- Audit Committee (Company): Member; 5 meetings.
- Personnel Committee (Bank): Member; 6 meetings; no written charter.
- Finance Committee (Bank): Chairman; 12 meetings; functions as credit review board.
- Technology Steering Committee (Bank): Member; 4 meetings; oversees technology and cybersecurity initiatives.
- Board meetings in 2024: Company board held 15 meetings; Bank board held 13.
- Risk oversight: Board uses Risk Oversight Committee; Audit Committee oversees internal controls and compliance; Finance Committee monitors credit risk; Technology Steering Committee oversees cybersecurity risk.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 79,682 | Aggregate cash fees for Company/Bank board service and retreats (director-level total) |
| Company Board Monthly Retainer | 42,595 | Applies to each non-employee director in 2024 |
| Bank Board Monthly Retainer | 30,845 | Applies to each non-employee director in 2024 |
| Planning Retreat Fees (Company) | 3,621 | Per non-employee director in 2024 |
| Planning Retreat Fees (Bank) | 2,622 | Per non-employee director in 2024 |
The Company moved to a monthly retainer model; advisory board fees apply to specific directors (Comer, Bell, Jordan) but none disclosed for Swain.
Performance Compensation
| Component (2024) | Amount ($) | Plan/Metrics |
|---|---|---|
| Stock Awards (RSUs/DSUs) | — | None granted to directors in 2024 |
| Option Awards | — | None granted to directors in 2024 |
| Non-Equity Incentive Plan | — | Not applicable to directors |
No performance-based compensation disclosed for directors in 2024, indicating director pay is primarily fixed cash with perquisites.
Performance Metric Design (Directors)
- No director-specific performance metrics tied to equity awards or incentives disclosed.
Other Directorships & Interlocks
- Personnel Committee interlocks: None requiring disclosure under SEC rules; committee members (Maynard, Swain, Clemons, Patton) were not officers/employees of the Company/Bank.
- Related party policy: Loans/deposits with directors and affiliated businesses occur in ordinary course on market terms; Board reviews and pre-approves related transactions.
- Specific related-party transaction noted (Jack Bell Builders); Board excludes the interested director from deliberations/votes. No such transaction disclosed for Swain.
Expertise & Qualifications
- Extensive experience as a salesman and business owner in the building industry, bringing knowledge in management, HR, sales, marketing, and advertising to board deliberations.
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial Ownership (shares) | 14,423 | As of March 3, 2025; includes family holdings per SEC rules |
| Percent of Class (%) | 0.12% | Based on 11,992,818 shares outstanding |
| Options exercisable within 60 days | 4,000 | Included in beneficial ownership calculation |
| Total options outstanding | 6,000 | As of Dec 31, 2024 (not all exercisable within 60 days) |
| Shares pledged as collateral | None disclosed | Pledge disclosures provided for other directors; none for Swain |
| Hedging/shorting policy | Prohibited | Insider Trading Policy prohibits hedging, derivatives, short sales; margin requires consent |
Director Perquisites and Insurance
| Perquisite (2024) | Amount ($) | Notes |
|---|---|---|
| Health insurance premiums (family coverage) | 22,559 | Paid by Company for certain family members of non-employee directors |
| Director Survivor Income Agreement premium | 612 | Annual premium value attributed to Swain |
| Survivor Income Agreement benefit | 400,000 | Fixed survivor benefit payable to designated beneficiaries (subject to conditions) |
Governance Assessment
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Strengths:
- Independence and strong engagement: At least 99% attendance; service across Audit, Finance (Chair), Personnel, and Technology committees enhances board oversight.
- Credit oversight leadership: Finance Committee chair role places Swain at the center of credit risk governance and loan review discipline.
- Compliance culture: Explicit prohibition on hedging/derivatives/shorting and margin trading without consent supports alignment.
- No interlocks or related-party conflicts disclosed for Swain; broad related-party policy and recusal practices evidenced elsewhere.
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Watch items:
- Perquisite-heavy director pay mix: Company-paid family health insurance and survivor benefit premiums add non-cash value; not a red flag alone but reduces pure “at-risk” alignment versus equity-based fees.
- Personnel Committee lacks a written charter (Bank), which may limit formalized processes and transparency in compensation governance.
- Option holdings exist but directors received no 2024 equity grants; equity alignment relies on legacy options rather than ongoing equity-based director compensation.
-
Overall: Swain appears independent, highly engaged, and central to credit risk oversight as Finance Committee chair; no specific conflicts disclosed. Perquisites and absence of a Personnel Committee charter warrant monitoring but are mitigated by strong attendance and clear recusal practices in related-party matters.