James Comer
About James F. Comer
James F. Comer (age 66) has served on WBHC’s board since 1996 and is currently Chairman of the Company’s Board of Directors (since May 2024). He is Owner/President of Comerica Enterprises, Inc., a real estate investment company (since 2006) and previously served as Vice President – Lending and Account Executive at Farm Credit Services of America (1980–1995). The Board identified his agricultural lending expertise and long credit experience as core qualifications; he also serves on the Smith County Advisory Board of the Bank’s branches. The Board has determined he is an “independent director” under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farm Credit Services of America | Vice President – Lending and Account Executive | 1980–1995 | Deep agricultural credit experience; informs WBHC credit and lending oversight |
| Comerica Enterprises, Inc. | Owner/President (real estate investment) | 2006–present | Real estate investment perspective helpful to bank market development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WB&T Smith County Advisory Board | Advisory Board Member | Ongoing | Received $400 per meeting (four meetings in 2024) |
| Other public company boards | — | — | None disclosed over the last five years |
Board Governance
- Structure: WBHC separates CEO and Chair; Comer serves as non‑executive Chairman guiding agendas and presiding over meetings.
- Independence: Comer is an independent director per NYSE standards.
- Attendance: Directors attended at least 99% of Board and committee meetings in 2024; Comer attended the annual meeting.
- Executive sessions: Non‑employee directors meet in executive session periodically.
| Committee | Membership | Chair | Meetings (2024) | Notes |
|---|---|---|---|---|
| Audit (Company) | Comer, Richerson, Swain, Clemons, Jordan | H. Elmer Richerson | 5 | All members independent; financial experts: Richerson, Clemons |
| Risk Oversight (Company) | Comer, Patton, Maynard, Bell, McDearman, Richerson, Pominski | James Anthony Patton | 4 | Primary risk oversight; quarterly with CRO |
| Executive (Bank) | Jordan, Patton, Comer, Clemons, McDearman, Bell | J. Randall Clemons | 12 | Reviews corporate activities and policy |
| Personnel (Bank) | Patton, Swain, Comer, Clemons, Maynard | Michael G. Maynard | 6 | Sets compensation policies; all members independent |
| Finance (Bank) | Bell, Comer, Jordan, Richerson, Patton, Maynard, Swain, Clemons, McDearman, Pominski | Clinton M. Swain | 12 | Credit review; reviews funded loans |
| Technology Steering (Bank) | Jordan, Swain, Bell, Maynard, Comer, McDearman, Pominski | William P. Jordan | 4 | Oversees cybersecurity, tech projects, critical vendors |
Chairman is a member of all Company and Bank committees (broad oversight and engagement).
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Company monthly director retainer | $6,120 | 2024 rate (moved from meeting fees to retainer structure) |
| Company director retainer (2024 total) | $42,595 | Non‑employee director retainer for 2024 |
| Bank director retainer (2024 total) | $30,845 | Non‑employee director retainer for 2024 |
| Planning retreat fees (Company) | $3,621 | Paid to each non‑employee director in 2024 |
| Planning retreat fees (Bank) | $2,622 | Paid to each non‑employee director in 2024 |
| Smith County Advisory Board fees | $1,600 | $400 per meeting, 4 meetings |
| Fees earned or paid in cash (total) | $81,282 | Comer’s 2024 director cash fees |
| Health insurance premiums (paid by Company) | $7,533 | For Comer and certain family members (started in 2019) |
| Director Survivor Income Agreement premiums | $5,404 | Premium value paid in 2024 |
| Death benefit (Director Survivor Income Agreement) | $400,000 | Survivor income benefit payable to designated beneficiaries |
| All other compensation (total) | $12,937 | Health premiums + survivor agreement premium |
Performance Compensation
- No performance‑based director compensation disclosed (no director stock awards or option grants in 2024; compensation is retainer/fees and perquisites).
| Performance Metric | Target/Structure | Payout |
|---|---|---|
| None disclosed for directors | — | — |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed |
| Committee interlocks | None; no compensation committee interlocks or insider participation requiring disclosure |
| Related party transactions | WBHC discloses ordinary‑course loans to directors/customers; no Comer‑specific transaction disclosed. Notably, payments to Jack Bell’s construction firm were managed with recusal; no adverse features reported. |
Expertise & Qualifications
- Agricultural lending and credit expertise from 20+ years in ag‑related professions; extensive experience in lending to agricultural borrowers in WBHC’s markets.
- Real estate investment background via Comerica Enterprises.
- Broad committee participation as Chairman enhances oversight across audit, risk, credit, personnel, technology.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 30,649 | Includes family holdings; address: 623 West Main St., Lebanon, TN |
| Percent of class | 0.26% | Based on 11,992,818 shares outstanding |
| Shares pledged as collateral | 10,214 | Pledged shares (alignment risk/red flag) |
| Options exercisable within 60 days | 3,000 | Included in beneficial ownership |
| Total stock options held (12/31/2024) | 5,000 | As of year‑end |
| Cash‑settled SARs held (12/31/2024) | 5,000 | As of year‑end |
| Joint/children/dependents holdings | 3,991 | Included in beneficial ownership |
| Hedging policy | Hedging/derivatives/shorts prohibited; margin accounts require consent | Board‑adopted Insider Trading Policy |
Governance Assessment
-
Strengths:
- Independent Chair separating leadership from management; robust committee engagement across audit, risk, credit, personnel, and technology.
- High attendance (≥99%) indicates strong engagement; periodic executive sessions support independent oversight.
- Audit and risk frameworks show defined charters and identified financial experts (Audit: Richerson, Clemons).
-
Potential concerns and RED FLAGS:
- Shares pledged as collateral (10,214) present alignment and forced‑sale risk in stress scenarios.
- Director perquisites include Company‑paid health insurance for certain family members and survivor income arrangements; while common at community banks, investors may scrutinize non‑cash benefits.
-
Additional signals:
- Section 16 compliance: no late filings in 2024, supporting governance hygiene.
- Shareholder support on pay: Say‑on‑Pay approval at 96.8% (2023 vote on 2022 program) suggests broad investor confidence in compensation framework, albeit focused on executives.