Jack Bell
About Jack W. Bell
Jack W. Bell (age 66) has served on WBHC’s board since 1987. He is the owner of Jack W. Bell Builders, Inc., a residential and commercial construction firm founded in 1994, and previously served as Vice President of Operations at Lebanon Aluminum Products, Inc. until 1995 . The board cites his extensive real estate construction and development experience as the core credential supporting his directorship .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Jack W. Bell Builders, Inc. | Owner | Since 1994 | Residential and commercial construction in WBHC market areas |
| Lebanon Aluminum Products, Inc. | Vice President of Operations | Until 1995 | Operations leadership experience |
External Roles
- No other public company directorships are disclosed for Bell in the proxy’s director biographies for the last five years .
Board Governance
- Independence status: Bell is not listed among directors the board deems “independent” under NYSE standards . Further, he would not be considered independent for executive compensation and nominating committee purposes due to payments to his construction company (see Related-Party Transactions) .
- Attendance and engagement: In 2024, each director attended at least 99% of aggregate Company and Bank board and committee meetings; Bell attended the 2024 annual meeting of shareholders .
- Board/committee structure and Bell’s assignments:
- Company-level committees:
- Risk Oversight Committee: Member; 4 meetings in 2024; Chair: James A. Patton .
- Audit Committee: Bell is not a member (members: Comer, Richerson, Swain, Clemons, Jordan; 5 meetings in 2024) .
- Bank-level committees:
- Executive Committee: Member; 12 meetings in 2024; Chair: Randall Clemons .
- Finance Committee: Member; 12 meetings in 2024; Chair: Clinton M. Swain .
- Technology Steering Committee: Member; 4 meetings in 2024; Chair: William P. Jordan .
- Advisory Boards: Serves on the Advisory Board of the DeKalb County branches; $400 per meeting (4 meetings in 2024) .
- Company-level committees:
Fixed Compensation
| Component | 2024 Amount | Detail/Notes |
|---|---|---|
| Company Board retainer | $42,595 | Monthly retainer of $6,120 in 2024; applies to non-employee directors |
| Bank Board retainer | $30,845 | Bank board retainer for non-employee directors |
| Planning retreat fees (Company + Bank) | $3,621 + $2,622 | Paid to each non-employee director attending 2024 retreats |
| Advisory Board fees (DeKalb County) | $1,600 | $400 per meeting; four meetings in 2024 |
| Fees Earned or Paid in Cash (total) | $81,282 | As reported in Director Compensation table |
| Health insurance premiums (Bell/family) | $15,797 | Company-paid premiums in 2024 for certain family members of non-employee directors |
| Director Survivor Income Agreement premium | $4,760 | Company-paid premium value attributed to Bell |
| All Other Compensation (total) | $20,557 | Health insurance + survivor income premium |
| Total 2024 Director Compensation | $101,840 | As reported in the proxy table |
Notes:
- In April 2023 WBHC moved to a flat monthly retainer for non-employee directors; 2024 rate was $6,120/month. Retreat fees, advisory board fees, and certain family health insurance premiums are incremental .
Performance Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | $0 | No stock awards reported for Bell in 2024 |
| Option awards (grant-date value) | $0 | No option awards reported for Bell in 2024 |
| Non-equity incentive/bonus | $0 | Not applicable for directors |
- Performance metrics: None disclosed for director compensation; WBHC’s director pay is retainer/fee-based, not performance-based .
Other Directorships & Interlocks
- Compensation committee interlocks: The Bank’s Personnel Committee in 2024 comprised Maynard (Chair), Swain, Clemons, and Patton; no interlocks requiring disclosure under SEC rules were reported. Bell is not on this committee .
- Other public boards: None disclosed for Bell in the proxy .
Expertise & Qualifications
- The board highlights Bell’s “extensive real estate construction and development experience” as a business owner serving WBHC’s market areas; this industry background is the cited reason for his board service .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of March 3, 2025) | 182,480 shares (1.52% of 11,992,818 shares outstanding) |
| Ownership breakdown | Includes 61,371 shares held by the Jack and Rick Bell Family Trust (Bell as trustee); 268 shares held by spouse; 7,059 shares issuable upon options exercisable within 60 days |
| Pledged shares | 96,170 shares pledged as collateral (RED FLAG) |
| Options held (total, as of 12/31/2024) | 11,059 stock options outstanding |
Insider Trades
| Date | Transaction | Shares | Price | Proceeds | Post-Trade Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-07-28 | Sale (Direct) | 1,611 | $77.60 | $125,013 | 177,969 | |
| 2025-07-28 | Sale (Direct) | 1,611 | $77.60 | $125,013 | 177,969 |
Related-Party Transactions (Conflicts)
- In 2024, the Bank paid Jack Bell Builders $1,100,003 for branch remodels and a customer service area buildout. Bell owns 100% of Jack Bell Builders. The Building Committee recommends projects for which Bell’s company is considered; the board prohibits Bell from participating in discussions or votes on such projects. Related-party transactions are approved in advance by the applicable board .
- Independence impact: Because of these payments, Bell would not be considered independent for executive compensation and nominating committee purposes under NYSE standards .
Governance Assessment
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Strengths
- Deep market-relevant construction/development expertise; long service tenure since 1987 .
- High engagement: ≥99% attendance across board/committee meetings in 2024; attended 2024 annual meeting .
- Broad committee exposure (Company Risk Oversight; Bank Executive, Finance, Technology) provides visibility into key risk, credit, and technology oversight areas .
-
Concerns/RED FLAGS
- Related-party exposure: $1.10M paid in 2024 to Bell’s construction company for bank projects; although recusals are in place, this is a recurring potential conflict and drives non-independence for key committees .
- Share pledging: 96,170 pledged shares (significant portion of his holdings), which can misalign incentives and increase forced-sale risk in stress scenarios .
- Not independent under NYSE standards; not on Audit Committee; board uses full-board approach (no nominating/compensation committees at the Company level), which heightens the importance of robust recusals and disclosure when related-party items arise .
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Alignment and incentives
- Meaningful stock ownership (1.52% of shares outstanding) supports alignment, but pledging tempers the signal .
- Director pay is primarily cash retainers and benefits; no performance-linked equity grants in 2024 for Bell .
- Survivor Income Agreement provides a $400,000 benefit to designated beneficiaries, funded from general assets while life insurance remains in force (a “golden coffin”-type benefit) .
-
Additional notes
- Advisory Board service adds modest additional fees ($1,600 in 2024) .
- Health insurance premiums for certain family members are paid by the Company for non-employee directors; for Bell, $15,797 in 2024 .