John McDearman III
About John C. McDearman III
President & CEO of Wilson Bank Holding Company (WBHC) and CEO of Wilson Bank & Trust since Jan 1, 2020; Company director since 2018; Chairman of the Bank’s Board since Jan 1, 2020; age 55 as of the 2025 proxy record . Under his tenure, WBHC delivered record 2024 results, surpassed $5B in total assets, and increased Bank net income 15.26% year-over-year to $58.153M; Company net income was $56.664M . Five-year cumulative TSR reached 54%, outperforming the KBW NASDAQ Bank Index at 33% over the same period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Wilson Bank Holding Company | President & CEO | 2020–present | Leads WBHC and sets strategic direction . |
| Wilson Bank & Trust | CEO | 2020–present | Oversees core banking operations . |
| Wilson Bank & Trust | Chairman of the Bank’s Board | 2020–present | Governance leadership at bank level . |
| Wilson Bank & Trust | President | 2018–2019 | Executive leadership prior to CEO role . |
| Wilson Bank & Trust | EVP | 2009–2017 | Senior leadership in growth years . |
| Wilson Bank & Trust | SVP | 2002–2009 | Expanded responsibilities in banking operations . |
| Wilson Bank & Trust | VP | 2001–2002 | Early executive role . |
External Roles
- Proxy biographies do not list external public-company board roles for McDearman .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (set) |
|---|---|---|---|---|
| Base Salary ($) | 555,000 | 580,000 | 603,200 | 627,328 (approved for 2025) |
| Cash Incentive (Non-Equity Plan) ($) | 697,986 | 632,677 | 729,994 | — |
| Special Employee Bonus ($) | 500 | — | 500 | — |
| 401(k) + Profit Sharing ($) | 28,975 | 31,350 | 32,775 | — |
| Health Insurance Premiums Paid by Company ($) | 18,814 | 19,566 | 20,443 | — |
Notes:
- 2024 salary rose 4.0% vs. 2023 per Personnel Committee recommendation .
- 2025 base salary set by Personnel Committee targeting 50th–60th percentile peer benchmarks .
Performance Compensation
WBHC uses a simple, formulaic annual cash incentive tied exclusively to Bank net income.
| Plan Year | Performance Metric | CEO Payout Formula | Bank Net Income ($MM) | Payout ($) | Payout Timing | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Bank Net Income | 1.25% of estimated net income | 58.153 (reported) | 730,494 (based on $58.3M estimate as of 12/9/24) | Paid Dec 9, 2024 | Cash (no vesting) |
| 2023 | Bank Net Income | 1.25% of estimated net income | 50.455 (reported) | 632,677 (paid 12/15/23) | Paid Dec 15, 2023 | Cash (no vesting) |
Additional structure:
- No multi-metric weighting; the Bank’s net income is the sole metric for NEO cash incentives .
- Equity awards for Mr. McDearman include time-based RSUs (not performance-based), vesting 20% annually over five years; granted in 2023 (1,250 RSUs at $69 grant-date value) .
Equity Ownership & Alignment
| Item | As of 3/3/2025 | As of 3/1/2024 |
|---|---|---|
| Beneficial Ownership (shares) | 21,248 | 18,968 |
| Ownership % of Outstanding | 0.18% | 0.16% |
| Includes Options Exercisable within 60 days | 1,500 shares | 2,000 shares |
| Shares Pledged | 2,667 shares (pledged) | — |
| Family/Dependents Holdings Included | 327 shares | 796 shares |
Outstanding equity at 12/31/2024:
- Options: 1,500 exercisable and 2,000 unexercisable at $62.10, expiring 10/25/2031 .
- RSUs: 1,000 unvested time-based RSUs (market value $75,100 at $75.10 per share) .
- Historical options also include earlier grants shown at 12/31/2023 (e.g., 2,500 exercisable at $47.25, exp. 6/27/2028) .
Trading, hedging, and pledging:
- Insider Trading Policy prohibits hedging, options/derivatives, short sales, and margin accounts without consent; blackout periods apply .
- Pledging exists at WBHC (evidenced by pledged shares in the ownership table); McDearman has 2,667 pledged shares .
Change-in-control (CIC) equity acceleration:
- All unvested options, SARs, and RSUs would have vested upon a CIC as of 12/31/2024; McDearman’s unvested option/SAR value was $26,000, and unvested RSUs $75,100 at $75.10 per share .
Option exercises and RSU vesting (2024):
- Exercised 1,500 options for $19,500 value realized; 250 RSUs vested for $18,063 .
Employment Terms
- Employment agreements: None for NEOs (including CEO); executives are subject to non-compete and related covenants and covered by SERP/Executive Salary Continuation arrangements .
- SERP and Executive Salary Continuation economics:
- Accrual balance (12/31/2024): $296,149 for McDearman .
- Early retirement: Upon reaching age 55 on Feb 3, 2025, McDearman became eligible for early retirement benefits—$2,525 per year for 180 months under the Executive Salary Continuation Agreement and $25,420 per year for life under the 2012 SERP, commencing as specified (normal retirement age for the former; separation for the latter) .
- Disability: 60% of base salary + bonus until age 65 (offsets among agreements apply), then transitions to normal retirement benefits under agreements .
- Death benefits: Beneficiary receives accrued liability under agreements (timing as specified), plus an Executive Survivor Income Agreement death benefit (~$400,000 as of 12/31/2024) .
- Change in control: Normal retirement benefits under Executive Salary Continuation and SERP become fully vested and paid in monthly installments for life; non-compete not applied upon CIC .
- Non-compete: Generally one year following termination for Salary Continuation Agreement benefits (CIC exception as above) .
Board Governance (including dual-role considerations)
- Board structure: WBHC separates Chair and CEO; as of 2025, James F. Comer serves as Company Board Chair (since May 2024) and McDearman serves as CEO; McDearman is also Chairman of the Bank’s Board .
- Committees: McDearman serves on all Company and Bank committees except the Personnel (compensation) and Audit Committees; he is on Risk Oversight, Executive, Finance, Technology Steering, among others .
- Independence: McDearman is not independent under NYSE standards due to being a current employee .
- Board attendance: Directors attended at least 99% of Board and committee meetings in 2024 .
- Director compensation: As an employee, McDearman did not receive separate director fees in 2024 .
Director Compensation (for board service)
- Not separately compensated for board service in 2024 due to executive status .
- Non-employee director retainers and benefits are disclosed for context; these do not apply to McDearman .
Compensation Structure Analysis
- Mix and philosophy: NEO pay remains more heavily weighted to cash; annual cash incentive is a fixed percentage of Bank net income (CEO at 1.25%); equity usage has increased recently (introduction of time-based RSUs in 2023) to maintain targeted levels of unvested equity for retention .
- 2024 adjustments: CEO salary increased 4.0% vs. 2023; cash-incentive structure unchanged (1.25%) .
- Peer benchmarking: Compensation targeted at 50th–60th percentile of regional bank peers (asset range methodologies detailed) via Newcleus Compensation Advisors .
- Say-on-pay: Shareholders approved executive compensation with 96.8% support in 2023 (triennial vote on 2022 program) .
- No option repricing or timing concerns disclosed; equity grant practices avoid periods around material disclosures .
Equity Incentive Plan and Vesting Schedules
- RSUs: For CEO’s 2023 award—1,250 RSUs vest in 20% annual increments over five years; valued at $69.00 grant-date price .
- Options: Typical vesting 20% annually for five years; 10-year term; examples include grants with $62.10 and $47.25 strikes and expirations in 2031 and 2028, respectively .
- CIC acceleration: All unvested equity vests upon CIC; value computation as of 12/31/2024 is disclosed .
Performance & Track Record
- Record 2024 performance; surpassed $5B in assets .
- Bank net income rose to $58.153M in 2024, up 15.26% vs. 2023; CEO payout aligned via formula .
- Five-year cumulative TSR of 54% vs. 33% for KBW NASDAQ Bank Index .
- CEO option exercise activity in 2024 (1,500 options; $19,500 value realized) and RSU vesting (250 RSUs; $18,063 value) indicate ongoing equity realization alongside time-based vesting .
Equity Ownership & Alignment (Detailed Instruments)
| Instrument | Status at 12/31/2024 | Key Terms |
|---|---|---|
| Stock Options | 1,500 exercisable; 2,000 unexercisable at $62.10; exp. 10/25/2031 | 20% annual vesting over 5 years; 10-year term . |
| RSUs (time-based) | 1,000 unvested; market value $75,100 at $75.10 | 20% annual vesting over 5 years . |
Compensation Committee & Consultant
- Personnel Committee (Bank) is comprised solely of independent directors; CEO abstains on his pay; uses Newcleus Compensation Advisors for market benchmarking .
Related Party Transactions & Policies
- Hedging/derivatives/shorting prohibited; margin accounts require consent .
- Pledging exists as disclosed; McDearman has 2,667 pledged shares .
- No loans or related-party transactions disclosed specific to McDearman; general related-party oversight stated .
Compensation & Ownership Trends (Multi-Year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| CEO Total Comp ($) | 1,347,202 | 1,400,698 | 1,442,976 |
| “Compensation Actually Paid” to CEO ($) | 1,385,488 | 1,385,137 | 1,431,589 |
| Company Net Income ($MM) | 53.020 | 48.992 | 56.664 |
| Bank Net Income ($MM) | 54.851 | 50.455 | 58.153 |
| Cumulative TSR (Value per $100) | 133 (2022) | 143 (2023) | 154 (2024) |
Employment & Retirement Table (Key CEO Figures)
| Item | Value | Source |
|---|---|---|
| Accrual balance (12/31/2024) | $296,149 | |
| Early retirement eligibility | Attained Feb 3, 2025 | |
| Early retirement annual benefits | $2,525 (180 months; Salary Continuation); $25,420 for life (2012 SERP) | |
| Disability benefit | 60% of salary + bonus until 65; then retirement benefits | |
| Death benefit (Survivor Income Agreement) | ~$400,000 (as of 12/31/2024) | |
| CIC treatment | Full vesting of normal retirement benefits; equity accelerates |
Say-on-Pay & Shareholder Feedback
- 2023 triennial say-on-pay (on 2022 program): Approved by 96.8% of votes cast (5,897,276 of 6,090,809) .
Investment Implications
- Alignment: High cash incentive correlation to Bank profitability (1.25% of Bank net income) tightly links annual pay to core performance; five-year TSR outperformance supports pay-for-performance alignment .
- Retention: Time-based RSUs and significant SERP/Salary Continuation benefits (with non-compete) enhance retention; early retirement benefits became available in 2025, modestly raising near-term retirement option risk .
- Governance: CEO is also Chairman of the Bank’s Board, but Company Chair is independent and separate; CEO is excluded from Audit and Personnel committees; attendance and committee structure reflect robust oversight .
- Risk flags to monitor: Pledged shares (2,667) can introduce potential liquidity/forced-sale risk; hedging and shorting are prohibited by policy; CIC provisions accelerate equity and vest retirement benefits, which may influence transaction incentives .
- Pay trajectory: Salary growth is measured (4.0% in 2024; 2025 base $627,328), with cash incentive variability reflecting earnings; increased use of RSUs since 2023 raises equity alignment while maintaining a cash-heavy mix .
Note: All data cited from WBHC’s 2025 and 2024 definitive proxy statements (DEF 14A) and Form 8-K disclosures as referenced above.