James Patton

About James Anthony Patton

James Anthony “Tony” Patton, age 64, has served as a director of Wilson Bank Holding Company since 1987. His background includes ownership of C & T Farms (since 2009) and prior sales and contract negotiation roles in the medical and industrial sectors, which the board cites as providing financial and operational insight for governance work . He is classified as an independent director under NYSE listing standards .

Past Roles

External Roles

Board Governance

• Committee leadership and memberships (latest disclosed):
  • Risk Oversight Committee (Company): Chair; 4 meetings in 2024 .
  • Personnel Committee (Bank): Member; 6 meetings in 2024 (chaired by Maynard) . Previously chaired by Patton; 8 meetings in 2023 .
  • Executive Committee (Bank): Member; 12 meetings in 2024 .
  • Finance Committee (Bank): Member; 12 meetings in 2024 .
• Independence: The board determined Patton is independent under NYSE standards .
• Attendance and engagement: In 2023, each director attended at least 99% of board and committee meetings; directors also held executive sessions without management . Similar 99% attendance reported for 2022 with executive sessions .

Fixed Compensation

• Program details:

  • Monthly director retainer moved to $6,000 starting April 2023; continued retreat fees .
  • Retainer increased to $6,120 for 2024; Company retainer $42,595 and Bank retainer $30,845 (per non‑employee director), plus retreat fees .

• 2024 “All Other” breakdown for Patton: $4,164 survivor income policy premiums + $15,797 health insurance premiums for Patton and spouse = $19,961 .

• Survivor Income Agreements:

  • Director Survivor Income Agreement provides $400,000 survivor benefit; obligations terminate upon removal for cause; premiums paid and benefits funded from general assets subject to life insurance policies .

Performance Compensation

• No performance‑based director compensation disclosed; compensation is cash retainer plus perquisites (health premiums, survivor policy premiums) .

Other Directorships & Interlocks

Expertise & Qualifications

• The board highlights Patton’s experience in sales and contract negotiation in the medical industry and general business acumen as contributing knowledge of board functions and financials for oversight .
• Current profile lists ownership/operations experience via C & T Farms .

Equity Ownership

• Options and SARs:
  • As of Dec 31, 2024, Patton held 16,000 stock options under the 2016 Plan .
  • Of the above, 12,000 options are exercisable within 60 days of the record date used for beneficial ownership .
• Pledging:
  • 3,000 shares pledged as collateral (red flag for alignment) .

Insider Trades (Form 4)

Governance Assessment

• Strengths:
  • Risk oversight leadership: Chair of the Company’s Risk Oversight Committee with a formal charter; 4 meetings in 2024—indicates structured risk governance .
  • High attendance and executive sessions: ≥99% meeting attendance in 2023; routine executive sessions without management—positive for independence and oversight quality .
  • Independent status: Confirmed independent director under NYSE standards .
• Alignment and pay signals:
  • Rising cash retainer (from $6,000 to $6,120 monthly) and no performance pay for directors—comp structure emphasizes fixed cash and perquisites rather than equity .
  • Survivor income agreements ($400,000) and family health premium coverage are shareholder‑sensitive perquisites; disclosed and standardized across non‑employee directors .
• Red flags and monitoring items:
  • Shares pledged: 3,000 pledged shares—monitor for any changes to pledging levels or policy tightening (pledging can reduce alignment) .
  • Related party framework: While related party building contracts are disclosed for another director, board states director/officer loans are ordinary‑course, market‑terms; no Patton‑specific related‑party transactions disclosed .
• Shareholder feedback:
  • Say‑on‑pay (executive comp) approved in 2023; frequency set to every three years—indicates broadly supportive investor base, though applies to executive comp programs rather than director fees .

Director Compensation Structure Analysis

| Element | 2022 | 2023 | 2024 | Commentary | |---|---|---:|---:|---:|---| | Monthly retainer (Company) | $2,900 | $6,000 (from Apr) | $6,120 | Shift to higher fixed retainer; per‑meeting fees removed for Company board | | Bank board retainer | $1,050/mo | $28,980 annual | $30,845 annual | Bank retainer specified annually in 2023/2024 | | Retreat fees | $3,654 Company; $2,646 Bank | $3,002 Company; $2,174 Bank | $3,621 Company; $2,622 Bank | Incremental fees for planning retreats | | Performance pay | $0 | $0 | $0 | No performance‑based director pay |

Related Party Transactions & Conflicts

• General policy and disclosure: Director/officer loans are ordinary‑course on market terms; board asserts no more than normal risk and pre‑approval process for related transactions .
• Specific transactions: Building projects paid to Jack Bell Builders disclosed with recusal of that director; no similar transactions disclosed for Patton .
• Pledging: Patton’s 3,000 pledged shares constitute a potential conflict signal; board and investors often monitor for pledging reductions or policy limits .

Equity Ownership Details

Say‑on‑Pay & Shareholder Feedback

Committee Assignment History (Selected)

Governance Quality Summary

• Patton’s leadership of the Risk Oversight Committee and prior chair role on Personnel (compensation) indicate meaningful committee responsibility and influence over risk and pay frameworks .
• Independence and strong attendance support board effectiveness; however, pledging of shares is a noted alignment risk to monitor, alongside a director pay program that is largely fixed cash with perquisites and without performance linkage .