Lisa Pominski
About Lisa Pominski
Lisa Pominski (age 60) is a director of Wilson Bank Holding Company (WBHC) since 2024. She retired as Executive Vice President (2017–Mar 2024) and served as Chief Financial Officer of the Company and Bank from 1997 through March 2024; she previously held roles including Assistant Cashier, Assistant Vice President and Senior Vice President since the Bank’s formation in May 1987 . The Board cites her extensive banking finance and accounting experience, and deep company-specific knowledge, as key credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wilson Bank Holding Company / Wilson Bank & Trust | Chief Financial Officer (Company & Bank) | 1997–Mar 2024 | Led finance and accounting across Company/Bank |
| Wilson Bank Holding Company / Wilson Bank & Trust | Executive Vice President | 2017–Mar 2024 | Senior leadership; finance oversight |
| Wilson Bank & Trust | Assistant Cashier; Assistant Vice President; Senior Vice President | Since May 1987 | Early and mid-level management experience |
External Roles
- No other public-company directorships disclosed in the proxy; prior five-year director positions beyond WBHC not indicated .
Board Governance
- Independence: The Board’s list of independent directors does not include Pominski; the proxy states she would not be considered “independent” under NYSE standards for executive compensation and nominating committees due to her recent employment (retired March 31, 2024) .
- Committee assignments:
- Company Risk Oversight Committee member; 4 meetings in 2024; chaired by James Patton .
- Bank Finance Committee member; 12 meetings in 2024; chaired by Clinton Swain .
- Bank Technology Steering Committee member; 4 meetings in 2024; chaired by William Jordan .
- Not on the Company Audit Committee (composed of Comer, Richerson, Swain, Clemons, Jordan) .
- Attendance: Each director attended at least 99% of aggregate Board and committee meetings in 2024; all Directors except Richerson and Varallo attended the 2024 Annual Meeting—Pominski attended .
- Board leadership: CEO and Chair roles are separated; Chair is James Comer; CEO is John McDearman .
- Risk oversight: Risk Oversight Committee provides primary oversight of risk frameworks and reports to the full Board .
Fixed Compensation
Director compensation for April–December 2024 (post-retirement; WBHC pays health insurance for certain family members of non-employee directors):
| Item | Amount |
|---|---|
| Company Board monthly retainer (Apr–Dec 2024) | $31,946 |
| Bank Board monthly retainer (Apr–Dec 2024) | $23,134 |
| Company retreat fees | $2,715 |
| Bank retreat fees | $1,966 |
| Director health insurance premiums (Apr–Dec 2024) | $10,518 |
| Executive Survivor Income Agreement premium paid (director benefit) | $2,604 |
| Fees Earned or Paid in Cash (Summary Table) | $59,762 |
| All Other Compensation (health + survivor income; summary table) | $77,640 |
| Total Director Compensation (2024) | $137,402 |
Notes:
- WBHC shifted non-employee director pay to a monthly retainer (originally $6,000/month in 2023; increased to $6,120/month in 2024) plus retreat fees; Pominski’s retainer amounts reflect partial-year service in 2024 .
- WBHC pays certain family health insurance premiums for non-employee directors; Pominski received this starting April 1, 2024 .
Performance Compensation
- No performance-based director compensation disclosed (no director PSUs/TSR-based awards).
- As an executive (prior to retirement), annual cash incentive opportunity was linked to percent of Bank net income; Pominski was not eligible in 2024 due to retirement .
- Equity plan provisions: Under WBHC’s director Restricted Unit agreements, unvested restricted units vest immediately prior to a Change in Control; units accelerate and settle in Common Stock upon CoC . WBHC’s equity plan provides CoC vesting for unvested options/SARs/RSUs (disclosed in proxy context for NEOs) .
Other Directorships & Interlocks
- None disclosed; no public company interlocks or committee roles outside WBHC noted in the proxy .
Expertise & Qualifications
- The Board highlights Pominski’s extensive experience as a banking financial officer and her long-tenured, company-specific financial and accounting expertise as reasons for nomination .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 21,316 |
| Percent of shares outstanding | 0.18% |
| Shares outstanding (Record Date) | 11,992,818 |
| Options held (as of Dec 31, 2024) | 600 |
| Cash-settled SARs held (as of Dec 31, 2024) | 7,750 |
| Pledged shares | None disclosed for Pominski (pledging example disclosed for Bell) |
Insider transactions:
- 2025-08-28: Open-market purchase of 20 shares at $77.60; amended Form 4 shows direct beneficial ownership of 21,453 shares and an option (exercise $62.10) with 580 underlying shares; option vests in three annual installments starting 12/06/2024; expires 03/22/2027 .
- 2025-04-23: Reported sale of 59 shares at $76.30 (aggregated source) .
Employment & Contracts
| Agreement | Key Terms |
|---|---|
| Executive Salary Continuation Agreement (frozen; amended 2008/2012/2016) | Provides retirement payments; extended to lifetime payments if alive after 180 months (2016 amendment) |
| SERP Agreements (2012, 2015; amendment in 2021 for early retirement) | Designed to target ~30% of base salary for normal retirement; funded via annuity contracts (additional annuities purchased in 2021 for Pominski) |
| Early retirement benefits (Pominski) | $6,138 per month for life (subject to restrictive covenant: no substantially similar services for competitor banks in WBHC counties until the earlier of end of payments or age 80); $213 per month under frozen Executive Salary Continuation Agreement for 180 months |
| Executive Survivor Income Agreement (director continuation) | $400,000 survivor benefit payable to designated beneficiary; obligations terminate for “cause”; benefits paid from Bank general assets backed by life insurance on the executive’s life |
Governance Assessment
- Independence: Pominski is classified as non-independent under NYSE standards for executive compensation and nominating committees due to her recent employment; she is not listed among independent directors—this limits committee eligibility and may affect investor perceptions of board independence .
- Committee engagement: Active on Company Risk Oversight and Bank Finance and Technology Steering Committees; these are operationally material (credit review, tech/cyber oversight). Meeting frequency in 2024 demonstrates engagement (Risk: 4; Finance: 12; Technology: 4) .
- Attendance: Strong—at least 99% of meetings attended in 2024; attended the 2024 Annual Meeting .
- Compensation alignment: Director pay is fixed retainer plus retreat fees and health premiums; no performance equity for directors disclosed; however, Pominski holds legacy options/SARs and receives ongoing executive retirement/SERP payments, which could be perceived as reducing independence and creating potential alignment concerns .
- RED FLAGS:
- Non-independent status as a current director with immediate past executive role .
- Ongoing SERP and Executive Salary Continuation payments while serving on the Board may present perceived conflicts or reduced independence; restrictive covenant helps mitigate competitive risk but not compensation-related dependence .
- Change-in-control acceleration of director restricted units and equity awards may create short-term alignment toward sale scenarios .
- Shareholder sentiment: Prior Say-on-Pay (2023 vote on 2022 program) approved at 96.8%, signaling broad support for compensation philosophy; committee uses external consultant (Newcleus) and targets 50th–60th percentile of peers for NEO pay—context for governance culture .
Additional Quantitative Disclosures
Director compensation table (WBHC proxy summary):
| Component | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $59,762 |
| Stock Awards ($) | — |
| Option Awards ($) | — |
| Non-Equity Incentive Plan Compensation ($) | — |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | — (N/A for directors; executive section shows actuarial changes as NEO) |
| All Other Compensation ($) | $77,640 |
| Total ($) | $137,402 |
Beneficial ownership snapshot (as of March 3, 2025):
| Holder | Shares | Percent of Class (%) |
|---|---|---|
| Lisa Pominski | 21,316 | 0.18% |
Equity awards held (as of Dec 31, 2024):
| Award Type | Count |
|---|---|
| Stock Options | 600 |
| Cash-settled SARs | 7,750 |
Insider transactions (illustrative):
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| 2025-08-28 | Purchase | 20 | $77.60 | |
| 2025-04-23 | Sale | 59 | $76.30 |
Notes on Equity Incentive Plan and Director Provisions
- New 2025 Equity Incentive Plan reserves up to 675,000 shares; as of Sept 30, 2025, 654,862 shares remain available; outstanding across plan: 12,666 options (WAE $76.92), 7,000 cash-settled SARs (WAE $76.30), and 2,458 RSUs .
- Director Restricted Units: Non-transferable; vest fully upon Change in Control; vest at death, disability, or retirement; forfeiture upon other termination; no pledging permitted .
- Director Options: Exercise allowed up to three years post-retirement (if vested); immediate termination upon “cause”; limited transferability; adjustments possible for unusual events .
Summary Implications for Investors
- Board effectiveness: Pominski brings deep institutional finance expertise and high engagement (committee service, attendance), strengthening oversight in risk, credit and technology .
- Independence and conflicts: Her non-independent status, legacy equity holdings, and ongoing SERP/continuation payments may raise concerns about objective oversight of executive pay or transactions; monitor committee roles and any votes tied to compensation or related-party matters .
- Alignment: Direct ownership (~0.18%) and occasional open-market purchases suggest some skin-in-the-game; absence of performance-linked director pay limits pay-for-performance alignment at the Board level .